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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001504130 XXXXXXXX LIVE 1 Common Stock, par value $0.001 per share 02/02/2026 false 0001810182 00166B105 ALX ONCOLOGY HOLDINGS INC 323 Allerton Avenue South San Francisco CA 94080 David Pezeshki (415) 800-0800 1700 Owens Street Suite 595 San Francisco CA 94158 0001504130 venBio Global Strategic Fund, L.P. WC E9 0 4431600 0 4431600 4431600 N 3.4 PN 0001634632 venBio Global Strategic Fund II L.P. WC E9 0 8453038 0 8453038 8453038 N 6.4 PN 0001770834 venBio Global Strategic GP, L.P. AF E9 0 4431600 0 4431600 4431600 N 3.4 PN 0001729409 venBio Global Strategic GP II, L.P. AF E9 0 8453038 0 8453038 8453038 N 6.4 PN 0001770835 venBio Global Strategic GP, Ltd. AF E9 0 4431600 0 4431600 4431600 N 3.4 CO 0001729408 venBio Global Strategic GP II, Ltd. AF E9 0 8453038 0 8453038 8453038 N 6.4 CO 0001329161 Adelman Robert J AF X1 99406 12884638 99406 12884638 12984044 N 9.9 IN 0001278411 GOODMAN COREY S AF X1 111541 13052008 111541 13052008 13163549 N 10 IN The amounts reported in rows 7 and 9 reflect the number of shares that Mr. Goodman has the right to acquire upon the exercise of stock options exercisable within 60 days of the date of this filing. Common Stock, par value $0.001 per share ALX ONCOLOGY HOLDINGS INC 323 Allerton Avenue South San Francisco CA 94080 This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed by the undersigned, pursuant to Section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on October 1, 2020, (the "Initial Schedule 13D") with respect to the shares of common stock, par value $0.001 per share (the "Common Stock"), of ALX Oncology Holdings Inc. (the "Issuer"), whose principal executive offices are located at 323 Allerton Avenue, South San Francisco, California, 94080. Item 3 of the Schedule 13D is hereby amended and supplemented as follows: Fund II purchased 3,184,713 shares of Common Stock, at a price of $1.57 per share, in a registered underwritten follow-on offering by the Issuer that closed on February 2, 2026 (the "February 2026 Offering"), for an aggregate purchase price of approximately $5,000,000. The source of funds for these purchases was the working capital of Fund II. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 3 of this Amendment No. 1 is incorporated by reference herein. Items 5(a)-(c) of the Schedule 13D are hereby amended and supplemented as follows: The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on the sum of (i) 54,218,001 shares of Common Stock outstanding as of October 31, 2025, as disclosed in the quarterly report for the quarterly period ended September 30, 2025 on Form 10-Q filed by the Issuer on November 7, 2025, (ii) 76,979,112 shares of Common Stock issued in the February 2026 Offering, which closed on February 2, 2026, and (iii) for purposes of calculating Mr. Goodman's beneficial ownership percentage, 111,541 Shares that Mr. Goodman has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing. Fund I directly holds 3,969,789 shares of Common Stock and SPV holds 461,811 shares of Common Stock. As the sole owner of SPV, Fund I may be deemed to beneficially own the shares held by SPV. As the sole general partner of Fund I, General Partner I may be deemed to beneficially own the shares held by Fund I and as the sole general partner of the General Partner I, GP Ltd. I may be deemed to beneficially own the shares held by Fund I. Fund II directly holds 8,453,038 shares of Common Stock. As the sole general partner of Fund II, General Partner II may be deemed to beneficially own the shares held by Fund II and as the sole general partner of General Partner II, GP Ltd. II may be deemed to beneficially own the shares held by Fund II. As directors of GP Ltd. I and GP Ltd. II, each of Mr. Adelman and Mr. Goodman may be deemed to beneficially own the shares held by Fund I and Fund II. In addition, Mr. Adelman may be deemed to beneficially own 99,406 shares of Common Stock he holds directly, and Mr. Goodman may be deemed to beneficially own (i) 113,287 shares of Common Stock held of record by the Goodman Barinaga Trust, for which Mr. Goodman serves as trustee, (ii) 54,083 shares of Common Stock held of record by Emaldi Corporation, for which Mr. Goodman serves as a director, and (iii) 111,541 shares of Common Stock Mr. Goodman has the right to acquire upon the exercise of stock options exercisable within 60 days of the date of this filing. The response to Item 3 of this Schedule 13D is incorporated by reference herein. In addition, on January 20, 2026, Mr. Goodman was awarded, in his capacity as a director of the Issuer, 40,400 stock options, which vest in 12 monthly installments beginning on February 20, 2026. Except as set forth in this Amendment No. 1, no transactions in shares of Common Stock have been effected by the Reporting Persons within the past 60 days. venBio Global Strategic Fund, L.P. /s/ David Pezeshki David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors of the General Partners 02/04/2026 venBio Global Strategic Fund II L.P. /s/ David Pezeshki David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors of the General Partners 02/04/2026 venBio Global Strategic GP, L.P. /s/ David Pezeshki David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors of the General Partner 02/04/2026 venBio Global Strategic GP II, L.P. /s/ David Pezeshki David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors of the General Partner 02/04/2026 venBio Global Strategic GP, Ltd. /s/ David Pezeshki David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors 02/04/2026 venBio Global Strategic GP II, Ltd. /s/ David Pezeshki David Pezeshki, as attorney-in-fact for Corey Goodman and Robert Adelman, Directors 02/04/2026 Adelman Robert J /s/ David Pezeshki David Pezeshki, as attorney-in-fact 02/04/2026 GOODMAN COREY S /s/ David Pezeshki David Pezeshki, as attorney-in-fact 02/04/2026 This Schedule 13D was executed by David Pezeshki on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 99.2 to the Initial Schedule 13D filed October 1, 2020.