secwatch / observer
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.

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Kimberly Manhard

director
Inhibrx, Inc.
Effective
2024-05-30
Successor
Michael J. Tolpa
Filed
May 30, 2024, 7:59 PM ET
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.
Appointed

Stephen Smith

Vice President
Inhibrx, Inc.
Effective
2024-05-30
Filed
May 30, 2024, 7:59 PM ET
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.
Departed

Brendan P. Eckelman

Other Named Officer
Inhibrx, Inc.
Effective
2024-05-30
Filed
May 30, 2024, 7:59 PM ET
each of Mark P. Lappe, Kelly D. Deck and Brendan P. Eckelman resigned as officers of the Company.
Departed

Douglas G. Forsyth

director
Inhibrx, Inc.
Effective
2024-05-30
Successor
Michael J. Tolpa
Filed
May 30, 2024, 7:59 PM ET
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.
Appointed

Michael J. Tolpa

Treasurer
Inhibrx, Inc.
Effective
2024-05-30
Filed
May 30, 2024, 7:59 PM ET
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.
Departed

Mark P. Lappe

director
Inhibrx, Inc.
Effective
2024-05-30
Successor
Michael J. Tolpa
Filed
May 30, 2024, 7:59 PM ET
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.
Appointed

Michael J. Tolpa

President
Inhibrx, Inc.
Effective
2024-05-30
Filed
May 30, 2024, 7:59 PM ET
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.
Appointed

Stephen Kalinchak

Assistant Secretary
Inhibrx, Inc.
Effective
2024-05-30
Filed
May 30, 2024, 7:59 PM ET
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.
Departed

Mark P. Lappe

Other Named Officer
Inhibrx, Inc.
Effective
2024-05-30
Filed
May 30, 2024, 7:59 PM ET
each of Mark P. Lappe, Kelly D. Deck and Brendan P. Eckelman resigned as officers of the Company.
Departed

Jon Faiz Kayyem

director
Inhibrx, Inc.
Effective
2024-05-30
Successor
Michael J. Tolpa
Filed
May 30, 2024, 7:59 PM ET
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.
Departed

Kristiina Vuori

director
Inhibrx, Inc.
Effective
2024-05-30
Successor
Michael J. Tolpa
Filed
May 30, 2024, 7:59 PM ET
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.
Appointed

Michael J. Tolpa

director
Inhibrx, Inc.
Effective
2024-05-30
Filed
May 30, 2024, 7:59 PM ET
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.
Departed

Kelly D. Deck

Other Named Officer
Inhibrx, Inc.
Effective
2024-05-30
Filed
May 30, 2024, 7:59 PM ET
each of Mark P. Lappe, Kelly D. Deck and Brendan P. Eckelman resigned as officers of the Company.
Appointed

Dietmar Berger

President
Inhibrx, Inc.
Effective
2024-05-30
Filed
May 30, 2024, 7:59 PM ET
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.

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

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Source: SEC EDGAR
accession 0001104659-24-066650
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