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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

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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.

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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.

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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

Δ			Management Compensation Plan or arrangement.

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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