S-8

As filed with the Securities and Exchange Commission on March 6, 2023
	REGISTRATION NO. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

INHIBRX, INC.
(Exact name of registrant as specified in its charter)
Delaware		82-4257312
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
11025 N. Torrey Pines Road, Suite 200
La Jolla, California		92037
(Address of principal executive offices)		(Zip Code)
	(858) 795-4220
(Registrant’s telephone number, including area code)
Inhibrx, Inc. Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan
	(Full Title of the Plan)
Mark Lappe
Chief Executive Officer
Inhibrx, Inc.
11025 N. Torrey Pines Road, Suite 200
La Jolla, CA 92037
(858) 795-4220
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)
	Copies to:
Jeremy Glaser
	Melanie Ruthrauff Levy
Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, P.C.
3580 Carmel Mountain Road, Suite 300
San Diego, CA 92130
(858) 314-1500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement registers an aggregate of (i) 1,742,539 additional shares of common stock, par value $0.0001 per share (“Common Stock”) reserved for issuance under the Inhibrx, Inc. Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan (the “Plan”) by operation of the Plan’s “evergreen” provision. This Registration Statement registers additional securities of the same class as other securities for which Registration Statements were filed on Form S-8 with the Securities and Exchange Commission on August 19, 2020 (Registration Statement No. 333-248138), January 19, 2021 (Registration No. 333-252214), March 1, 2022 (Registration No. 333-263204) and this Registration Statement hereby incorporates by reference the contents of such prior registration statements.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement. The documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are filed as a part of or incorporated by reference into this Registration Statement:

Exhibit Number	Exhibit Description	Filed Herewith	Form	Incorporated By Reference File No.	Date Filed
3.1	Amended and Restated Certificate of Incorporation of the Registrant.		8-K	001-39452	8/21/2020
3.2	Amended and Restated Bylaws of the Registrant.		8-K	001-39452	8/21/2020
4.1	Form of Common Stock Certificate of the Registrant.		S-1	333-231907	6/3/2019
5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.	X
23.1	Consent of BDO USA, LLP.	X

23.2	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).	X
24.1	Power of Attorney to file future amendments (included on the signature page hereto).	X
99.1Δ	Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan.		S-1/A	333-240135	8/12/2020
99.2Δ	Form of Stock Option Grant Notice under the Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan.		S-1	333-231907	6/3/2019
99.3Δ	Form of Restricted Stock Agreement under the Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan.		S-1	333-231907	6/3/2019
107	Filing Fee Table	X

Δ Management Compensation Plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in La Jolla, California on March 6, 2023.

INHIBRX, INC.

/s/ Mark P. Lappe

Name:  Mark P. Lappe

Title:  Chief Executive Officer and Chairman

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Mark P. Lappe as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Inhibrx, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent or any substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Mark P. Lappe	Chief Executive Officer and Chairman (principal executive officer)	March 6, 2023
Mark P. Lappe
/s/ Kelly D. Deck, C.P.A.	Chief Financial Officer (principal financial officer and principal accounting officer)	March 6, 2023
Kelly D. Deck, C.P.A.
/s/ Jon Faiz Kayyem, Ph.D.	Director	March 6, 2023
Jon Faiz Kayyem, Ph.D.
/s/ Douglas G. Forsyth	Director	March 6, 2023
Douglas G. Forsyth
/s/ Kimberly Manhard	Director	March 6, 2023
Kimberly Manhard
/s/ Kristiina Vuori, M.D., Ph.D.	Director	March 6, 2023
Kristiina Vuori, M.D., Ph.D.

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Inhibrx, Inc.

(Exact name of Registrant as Specified in its Charter)

Table 1 — Newly Registered Securities
	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Fees to be Paid	Equity	Common Stock, $0.0001 par value	Other (2)	1,239,179 (3)	$	24.18	$	29,963,348.22	0.0001102	$	3,301.96
	Equity	Common Stock, $0.0001 par value	Other (4)	503,360 (5)	$	25.28	$	12,724,940.80	0.0001102	$	1,402.29
	Total Offering Amounts						$	42,688,289.02		$	4,704.25
	Total Fees Previously Paid				—		—		—	—
	Total Fee Offsets				—		—		—	$	—
	Net Fee Due				—		—		—	$	4,704.25

(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover any additional shares of the common stock, par value $0.0001 per share (“Common Stock”), of Inhibrx, Inc. (the “Registrant”) that become issuable with respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

(2)    Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Capital Market on March 1, 2023.

(3)    Represents additional shares of Registrant’s Common Stock reserved for issuance under the Inhibrx, Inc. Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan as of the date of this Registration Statement by operation of the plan’s “evergreen” provision.

(4)    Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average weighted-exercise price of such options.

(5)    Represents shares issuable upon the exercise of outstanding options issued as of the date of this Registration Statement pursuant to the Inhibrx, Inc. Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan (as increased by operation of the plan’s “evergreen” provision).

EX-5.1

Exhibit 5.1

March 6, 2023

Inhibrx, Inc.

11025 N. Torrey Pines Road, Suite 200

La Jolla, CA 92037

Ladies and Gentlemen:

We have acted as legal counsel to Inhibrx, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 1,742,539 additional shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, in accordance with the terms of the Inhibrx, Inc. Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Plan.

Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Based upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Inhibrx, Inc.

La Jolla, California

We hereby consent to the incorporation by reference in the Registration Statement of our report dated March 6, 2023, relating to the consolidated financial statements of Inhibrx, Inc. (the “Company”), appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ BDO USA, LLP

San Diego, California

March 6, 2023