ALX Oncology Holdings Inc美股招股说明书(2026-01-30版)

ALX ONCOLOGY HOLDINGS INC. 76,979,112 Shares of Common Stock Pre-Funded Warrants to Purchase 18,574,120 Shares of Common Stock We are offering 76,979,112 shares of our common stock, par value $0.001 per share (common stock) and, in lieu of common stock to certain investorsthat so choose, pre-funded warrants to purchase 18,574,120 shares of our common stock in this offering. The purchase price of each pre-funded warrantequals the price per share at which shares of our common stock are being sold in this offering, minus $0.001 multiplied by the number of shares subjectto the warrant, and the exercise price of each pre-funded warrant will equal $0.001 per share. This prospectus supplement also relates to the offering ofthe shares of our common stock issuable upon the exercise of such pre-funded warrants. Our common stock is listed on The Nasdaq Global Select Market under the symbol “ALXO”. On January29, 2026, the last reported sale price of ourcommon stock on The Nasdaq Global Select Market was $1.57 per share. There is no established public trading market for the pre-funded warrants, andwe do not expect a market to develop. We do not intend to list the pre-funded warrants on The Nasdaq Global Select Market, any other nationalsecurities exchange or any other recognized trading system. We are a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with certain reducedreporting requirements for this prospectus supplement and may elect to do so in future filings. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement, page 2 of theaccompanying prospectus and in the reports we file with the Securities and Exchange Commission pursuant to the Securities and Exchange Actof 1934, as amended, incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. Delivery of the shares of common stock and pre-funded warrants is expected to be made on or about February2, 2026. WellsFargoSecurities Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF PRE-FUNDED WARRANTSDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSTHE COMPANYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the Securities and Exchange Commission (the SEC) using a “shelf” registrationprocess and consists of two parts. The first part is this prospectus supplement, including the documents incorporated by reference, which describes thespecific terms of this offering. The second part, the accompanying prospectus, including the documents incorporated by reference, gives more generalinformation, some of which may not apply to this offering. Generally, when we refer to the “prospectus”, we are referring to both parts combined. Thisprospectus supplement may add to, update or change information in the accompanying prospectus and the documents incorporated by reference into thisprospectus supplement or the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated by reference that wasfiled with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement. This prospectus supplement, theaccompanying prospectus and the documents incorporated by reference into each include important information about us, the securities being offeredand other information you should know before investing in our securities. You should also read and consider information in the documents we havereferred you to in the sections of this prospectus supplement and the accompanying prospectus titled “Where You Can Find More Information” and“Incorporation of Certain Information by Reference.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference herein or into the accompan