As filed with the Securities and Exchange Commission on January 19, 2021
REGISTRATION NO. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Delaware 82-4257312
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
11025 N. Torrey Pines Road, Suite 200
La Jolla, CA 92037
(Address, Including Zip Code, of Principal Executive Offices)
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
Jenna Stewart
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. ☒
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee
Common Stock, $0.0001 par value
 299,627 shares(2)
$34.96 (3)
$10,474,960 $1,142.82
Common Stock, $0.0001 par value
1,208,869 shares (4)
$34.96 (5)
$42,262,060 $4,610.79
Total Registration Fee $5,753.61
(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 Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar 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) 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.
(3)
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 January 15, 2021.
(4) 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).
(5) 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.



REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement registers an aggregate of 1,508,496 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 a Registration Statement was filed on Form S-8 with the Securities and Exchange Commission on August 19, 2020 (Registration No. 333-248138) and this Registration Statement hereby incorporates by reference the contents of such prior registration statement.




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 8-K 001-39452 8/21/2020
3.2 8-K 001-39452 8/21/2020
4.1 S-1 333-231907 6/3/2019
5.1 X
23.1 X
23.2 X
24.1 X
99.1Δ S-1/A 333-240135 8/12/2020
99.2Δ S-1 333-231907 6/3/2019
99.3Δ S-1 333-231907 6/3/2019
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 January 19, 2021.
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)
January 19, 2021
Mark P. Lappe
/s/ Kelly D. Deck, C.P.A.
Chief Financial Officer
(principal financial officer and
principal accounting officer)
January 19, 2021
Kelly D. Deck, C.P.A.
/s/ Brendan P. Eckelman, Ph.D. Director January 19, 2021
Brendan P. Eckelman, Ph.D.
/s/ Jon Faiz Kayyem, Ph.D. Director January 19, 2021
Jon Faiz Kayyem, Ph.D.
/s/ Douglas G. Forsyth Director January 19, 2021
Douglas G. Forsyth
/s/ Kimberly Manhard Director January 19, 2021
Kimberly Manhard


Exhibit 5.1
MINTZHEADER1.JPG
January 19, 2021

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 1,508,496 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
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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.
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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Inhibrx, Inc.
San Diego, California

We hereby consent to the incorporation by reference in this Registration Statement of our report dated June 26, 2020 (except for the “Reverse Stock Split” paragraph of Note 14, as to which the date is August 12, 2020), relating to the consolidated financial statements of Inhibrx, Inc. (the “Company”), which is included in the Company’s Registration Statement on Form S-1 (no. 333-240135), as amended. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

/s/ BDO USA, LLP
San Diego, California
January 19, 2021