Inhibrx Biosciences Inc美股招股说明书(2025-01-21版)

INHIBRX BIOSCIENCES, INC. 2,449,921 shares of Common Stock This prospectus supplement No. 5 supplements the prospectus dated June 18, 2024, or the Prospectus,relating to the proposed resale or other disposition from time to time of an aggregate of up to 2,449,921shares of Inhibrx Biosciences, Inc., or the Company, common stock, $0.0001 par value per share, orCommon Stock, including (i) 300,146 shares of Common Stock held by the selling stockholders who haveregistration rights pursuant to the Registration Rights Agreement, dated May 29, 2024, by and among theCompany and the holders listed thereto, or the Registration Rights Agreement, (ii) 991,849 shares ofCommon Stock that are issuable upon the exercise of warrants to purchase shares of Common Stock atan exercise price of $0.0001 per share, subject to proportional adjustments in the event of stock splits orcombinations or similar events, or the Warrants, held by the selling stockholders who have registrationrights pursuant to the Registration Rights Agreement, and (iii) 1,157,926 shares of Common Stockcurrently held by Inhibrx, Inc., an indirect wholly-owned subsidiary of Sanofi S.A., or Sanofi. The shares ofCommon Stock and Warrants were issued in connection with the sale of Inhibrx, Inc.’s INBRX-101, whichwas completed on May 30, 2024, as described in the Prospectus. The Company is not selling any securities under the Prospectus and will not receive any of the proceedsfrom the sale of securities by the selling stockholders, except that the Company may receive up toapproximately $100 in aggregate gross proceeds from the exercise of the Warrants, if the Warrants areexercised for cash (and, as applicable, not on a cashless basis), based on the per share exercise price ofthe Warrants. Our registration of the resale of the shares of Common Stock covered by the Prospectus does not meanthat the selling stockholders will offer or sell all or any of the shares of Common Stock. The sellingstockholders or their assignees or successors-in-interest may offer and sell the shares of Common Stockdescribed in the Prospectus in a number of different ways and at varying prices. We provide moreinformation about how a selling stockholder may sell its shares of Common Stock in the section entitled“Plan of Distribution” in the Prospectus. We will pay the expenses incurred in registering the securitiescovered by the Prospectus, including legal and accounting fees. This prospectus supplement incorporates into the Prospectus the information contained in our attachedcurrent report on Form 8-K, which was filed with the Securities and Exchange Commission on January21, 2025. You should read this prospectus supplement in conjunction with the Prospectus, including anysupplements and amendments thereto. This prospectus supplement is qualified by reference to theProspectus except to the extent that the information in the prospectus supplement supersedes theinformation contained in the Prospectus. This prospectus supplement is not complete without, and maynot be delivered or utilized except in connection with, the Prospectus, including any supplements andamendments thereto. Our Common Stock is quoted on the Nasdaq Global Market under the symbol “INBX.” OnJanuary 17,2025, the last reported sale price of our Common Stock was $13.49 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Actof 2012, and, as such, we have elected to comply with certain reduced public company reportingrequirements for the Prospectus and future filings with the Securities and Exchange Commission. INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTION ENTITLED “RISKFACTORS” BEGINNING ON PAGE 10 OF THE PROSPECTUS AND IN THE OTHER DOCUMENTSTHAT ARE INCORPORATED BY REFERENCE IN THE PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement istruthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is January 21, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 INHIBRX BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) 99-0613523 001-42031(CommissionFile Number)11025 N. Torrey Pines Road, Suite 140 (State or other jurisdictionof incorporation) (IRS EmployerIdentification No.) Registrant’s telephone number, including area code: (858) 795-4220 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filingobligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the