--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-066650" form_type: "8-K" ticker: null cik: "0001739614" company_name: "Inhibrx, Inc." filed_at: "2024-05-30T23:59:59+00:00" generated_at: "2026-06-01T07:26:13.226848+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Sanofi completes acquisition of Inhibrx for $30/share + $5 CVR; stock delisted ## Summary - 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. ## SEC filing metadata - accession: 0001104659-24-066650 - form_type: 8-K - cik: 0001739614 - company_name: Inhibrx, Inc. - filed_at: 2024-05-30T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/tm243190d20_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-066650 - JSON: https://secwatch.observer/filing/0001104659-24-066650.json - Plain text: https://secwatch.observer/filing/0001104659-24-066650.txt ## Key facts - Executive change Kimberly Manhard resigned as director at Inhibrx, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Stephen Smith was appointed as Vice President at Inhibrx, Inc.. - Action: appointed - Role: Vice President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Brendan P. Eckelman resigned as other_named_officer at Inhibrx, Inc.. - Action: resigned source text: each of Mark P. Lappe, Kelly D. Deck and Brendan P. Eckelman resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Douglas G. Forsyth resigned as director at Inhibrx, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Michael J. Tolpa was appointed as Treasurer at Inhibrx, Inc.. - Action: appointed - Role: Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Mark P. Lappe resigned as director at Inhibrx, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Michael J. Tolpa was appointed as President at Inhibrx, Inc.. - Action: became - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Stephen Kalinchak was appointed as Assistant Secretary at Inhibrx, Inc.. - Action: appointed - Role: Assistant Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Mark P. Lappe resigned as other_named_officer at Inhibrx, Inc.. - Action: resigned source text: each of Mark P. Lappe, Kelly D. Deck and Brendan P. Eckelman resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Jon Faiz Kayyem resigned as director at Inhibrx, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Kristiina Vuori resigned as director at Inhibrx, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Michael J. Tolpa was appointed as director at Inhibrx, Inc.. - Action: became - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Kelly D. Deck resigned as other_named_officer at Inhibrx, Inc.. - Action: resigned source text: each of Mark P. Lappe, Kelly D. Deck and Brendan P. Eckelman resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - Executive change Dietmar Berger was appointed as President at Inhibrx, Inc.. - Action: appointed - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - M&A Transactions 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 source text: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739614/000110465924066650/0001104659-24-066650-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.