8-K
filed May 30, 2024, 7:59 PM ET
CIK 0001739614
M&A
confidence high
sentiment neutral
materiality 1.00
Inhibrx, Inc.: M&A transaction — Sanofi completes acquisition of Inhibrx for $30/share + $5 CVR; stock delisted
Inhibrx, Inc.
- Shareholders received $30 cash plus one CVR per share; CVR pays $5 upon FDA approval of INBRX-101 by June 30, 2027.
- Pre-merger, Inhibrx spun off 92% of Inhibrx Biosciences (SpinCo) to stockholders at 1 SpinCo share per 4 INBX shares.
- Aggregate merger consideration approximately $2 billion, financed by Sanofi from existing cash.
- Terminated and repaid $223.2 million loan with Oxford Finance, including prepayment penalties.
- Board and officers resigned; Sanofi appointees took control; stock to be delisted from Nasdaq.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kimberly Manhard resigned as director at Inhibrx, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of Mark P. Lappe, Douglas G. Forsyth, Jon Faiz Kayyem, Kimberly Manhard and Kristiina Vuori resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Smith was appointed as Vice President at Inhibrx, Inc..
- Action
- appointed
- Role
- Vice President
Exact text from the filing
After the Effective Time, Michael J. Tolpa, as the sole director of the Company, passed resolutions appointing (or confirming the continued appointment of) the following individuals as officers of the Company: (i) Dietmar Berger, President, (ii) Stephen Smith, Vice President, (iii) Stephen Kalinchak, Assistant Secretary and (iv) Michael J. Tolpa, Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brendan P. Eckelman resigned as other_named_officer at Inhibrx, Inc..
- Action
- resigned
Exact text from the filing
each of Mark P. Lappe, Kelly D. Deck and Brendan P. Eckelman resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas G. Forsyth resigned as director at Inhibrx, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of Mark P. Lappe, Douglas G. Forsyth, Jon Faiz Kayyem, Kimberly Manhard and Kristiina Vuori resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael J. Tolpa was appointed as Treasurer at Inhibrx, Inc..
- Action
- appointed
- Role
- Treasurer
Exact text from the filing
After the Effective Time, Michael J. Tolpa, as the sole director of the Company, passed resolutions appointing (or confirming the continued appointment of) the following individuals as officers of the Company: (i) Dietmar Berger, President, (ii) Stephen Smith, Vice President, (iii) Stephen Kalinchak, Assistant Secretary and (iv) Michael J. Tolpa, Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark P. Lappe resigned as director at Inhibrx, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of Mark P. Lappe, Douglas G. Forsyth, Jon Faiz Kayyem, Kimberly Manhard and Kristiina Vuori resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael J. Tolpa was appointed as President at Inhibrx, Inc..
- Action
- became
- Role
- President
Exact text from the filing
Michael J. Tolpa, the President and sole officer of Merger Sub immediately prior to the Effective Time became the President and sole officer of the Company as the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Kalinchak was appointed as Assistant Secretary at Inhibrx, Inc..
- Action
- appointed
- Role
- Assistant Secretary
Exact text from the filing
After the Effective Time, Michael J. Tolpa, as the sole director of the Company, passed resolutions appointing (or confirming the continued appointment of) the following individuals as officers of the Company: (i) Dietmar Berger, President, (ii) Stephen Smith, Vice President, (iii) Stephen Kalinchak, Assistant Secretary and (iv) Michael J. Tolpa, Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark P. Lappe resigned as other_named_officer at Inhibrx, Inc..
- Action
- resigned
Exact text from the filing
each of Mark P. Lappe, Kelly D. Deck and Brendan P. Eckelman resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jon Faiz Kayyem resigned as director at Inhibrx, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of Mark P. Lappe, Douglas G. Forsyth, Jon Faiz Kayyem, Kimberly Manhard and Kristiina Vuori resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kristiina Vuori resigned as director at Inhibrx, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of Mark P. Lappe, Douglas G. Forsyth, Jon Faiz Kayyem, Kimberly Manhard and Kristiina Vuori resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael J. Tolpa was appointed as director at Inhibrx, Inc..
- Action
- became
- Role
- director
Exact text from the filing
Michael J. Tolpa, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kelly D. Deck resigned as other_named_officer at Inhibrx, Inc..
- Action
- resigned
Exact text from the filing
each of Mark P. Lappe, Kelly D. Deck and Brendan P. Eckelman resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dietmar Berger was appointed as President at Inhibrx, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
After the Effective Time, Michael J. Tolpa, as the sole director of the Company, passed resolutions appointing (or confirming the continued appointment of) the following individuals as officers of the Company: (i) Dietmar Berger, President, (ii) Stephen Smith, Vice President, (iii) Stephen Kalinchak, Assistant Secretary and (iv) Michael J. Tolpa, Treasurer.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Inhibrx, Inc. completed a disposition involving the Company’s stockholders (closed 2024-05-29).
- Action
- disposition
- Counterparty
- the Company’s stockholders
- Closing
- 2024-05-29
Exact text from the filing
and (ii) thereafter, the Company distributed to its stockholders of record as of the close of business on May 17, 2024 (the “distribution record date”) 92% of the issued and outstanding shares of common stock of SpinCo, par value $0.0001 per share (“SpinCo Common Stock”), on a pro rata basis (the “Spin-Off”)
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Inhibrx, Inc. underwent a change of control involving Aventis Inc. for $30.00 per share in cash plus one CVR per share (closed 2024-05-30).
- Action
- change of control
- Counterparty
- Aventis Inc.
- Consideration
- $30.00 per share in cash plus one CVR per share
- Closing
- 2024-05-30
Exact text from the filing
On May 30, 2024, Inhibrx, Inc., a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of January 22, 2024 (the “Merger Agreement”), by and among Aventis Inc., a Pennsylvania corporation (“Parent”) and wholly owned subsidiary of Sanofi (“Sanofi”), Art Acquisition Sub, Inc. (“Merger Sub”) and the Company.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.