On May 24, 2024 Inhibrx, Inc. (Nasdaq: INBX) ("Inhibrx," or the "Company") reported that, at a special meeting (the "Special Meeting"), the Company’s stockholders approved the sale to Sanofi of all the assets and liabilities primarily related to INBRX-101, an optimized, recombinant alpha-1 antitrypsin ("AAT") augmentation therapy currently in a registrational trial for the treatment of patients with alpha-1 antitrypsin deficiency ("AATD") (Press release, Inhibrx, MAY 24, 2024, View Source [SID1234643677]). Immediately prior to the closing of the merger, all non-101 assets and liabilities, including INBRX-105, INBRX-106, INBRX-109, Inhibrx’s non-101 discovery pipeline and its corporate infrastructure, will be spun out from the Company into a new publicly traded company, Inhibrx Biosciences, Inc. ("New Inhibrx").
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The final voting results will be filed in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission ("SEC").
Subject to the terms of the definitive agreements announced on January 23, 2024, Sanofi will acquire all outstanding shares of Inhibrx through a merger with an indirect wholly owned subsidiary of Sanofi (the "Merger"), and in turn, each Inhibrx stockholder (a) as of the date of the closing of the Merger will receive: (i) $30.00 per share in cash and (ii) one contingent value right per share, representing the right to receive a contingent payment of $5.00 in cash upon the achievement of a regulatory milestone and (b) as of May 17, 2024, will receive one SEC-registered, publicly listed, share of New Inhibrx per every four shares of Inhibrx common stock held. In addition, in connection with the transactions, Sanofi will assume and retire Inhibrx’s outstanding third party debt, and New Inhibrx will be funded with at least $200 million in cash, with Sanofi retaining an equity interest in New Inhibrx of 8% of outstanding shares of New Inhibrx common stock as of the date of the distribution of New Inhibrx shares.
The Company expects to announce consummation of the transactions within the coming days, subject to the satisfaction or waiver of certain customary closing conditions. Upon closing of the transactions, Inhibrx’s common stock will be delisted from The Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Inhibrx will no longer file periodic reports with the SEC on account of the Company’s common stock.