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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-17 · 42 added, 17 removed, 124 unchanged (32% of the section changed)

14 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as amended, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

The Company’s internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

1 unchanged sentence

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control-Integrated Framework.

Based on our assessment, management believes that, as of December 31, 2024, the Company’s internal control over financial reporting is effective based on those criteria.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in its 2013 Internal Control-Integrated Framework.

Based on our assessment, management believes that, as of December 31, 2025, our internal control over financial reporting is effective based on those criteria.

Other Information.

During the fiscal quarter ended December 31, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

During the fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

Amendment to Loan Agreement

On March 18, 2026, we entered into the First Amendment to Loan and Service Agreement with Oxford Finance, LLC, or the March 2026 Amendment.

The March 2026 Amendment provides for an additional tranche, or the Term B Loans, in an aggregate principal amount of $75.0 million, upsized from $50.0 million originally available under the 2025 Loan Agreement prior to the March 2026 Amendment, $75.0 million of which was funded on the date of the March 2026 Amendment.

All obligations under the 2025 Loan Agreement, as amended, and the other loan documents are secured by a first priority perfected lien on, and security interest in, substantially all of our present and future assets, subject to certain exceptions.

The 2025 Loan Agreement, as amended, includes customary events of default, including instances of a material adverse change in our operations, that may require prepayment of the outstanding term loans.

The March 2026 Amendment updated the minimum liquidity threshold covenant, tested at all times, to $40.0 million, not subject to future increases.

All other terms of the 2025 Loan Agreement remain outstanding.

In connection with the $75.0 million in funding on the date of the March 2026 Amendment, we issued to Oxford Finance LLC warrants, or the Term B Warrants, to purchase 21,518 shares of Common Stock, at an exercise price of $69.71 per share.

The Term B Warrants are immediately exercisable, and the exercise period will expire 10 years from the date of issuance.

The exercise price and the number of shares of Common Stock issuable upon exercise of the Term B Warrants will be subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

The issuance of the Term B Warrants is exempt from the registration requirements of the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.

Each lender represented that it is an accredited investor, and that it was acquiring the securities for investment for its own account, not as nominee or agent, and not with a view to the public resale or distribution within the meaning of the Securities Act.

The foregoing description of the March 2026 Amendment and the Term B Warrants contained herein does not purport to be complete and is qualified in its entirety by reference to the March 2026 Amendment and the form of Term B Warrant, which is filed as Exhibit 10.12 and Exhibit 4.2, respectively, to this Annual Report and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

23 unchanged sentences

Form Incorporated By Reference File No.

Exhibit Reference Date Filed

Agreement and Plan of Merger, dated as of January 22, 2024, by and among Inhibrx, Inc., Aventis Inc., and Art Acquisition Sub, Inc.

2 unchanged sentences

8-K 001-39452 2.2 1/23/2024

Amendment to Separation and Distribution Agreement, dated as of September 23, 2025, by and among Inhibrx Biosciences, Inc., Sanofi AATD Inc., and Aventis Inc.

001-42031 2.3 11/14/2025

3.1 Amended & Restated Certificate of Incorporation of Inhibrx Biosciences, Inc.

7 unchanged sentences

8-K 001-42031 4.1 1/13/2025

D escription of Registered Securities

Description of Registered Securities

10-K 001-42031 4.3 3/17/2025

Transition Services Agreement, dated as of May 29, 2024, by and between Inhibrx Biosciences, Inc.

10 unchanged sentences

10.5+ Executive Employment Agreement, effective as of May 30, 2024, by and between Inhibrx Biosciences, Inc.

and Brendan Eckelman, Ph.D.

S-1 333-280127 6/11/2024

10.6+ Executive Employment Agreement, effective as of May 30, 2024, by and between Inhibrx Biosciences, Inc.

and Kelly Deck.

S-1 333-280127 10.6 6/11/2024

10.6+ A mended and Restated Employment Agreement , effective as of April 1, 2025, by and between Inhibrx Biosciences, Inc.

and David Matly.

001-42031 10.1 8/13/2025

10.7+ 2024 Omnibus Incentive Plan.

8 unchanged sentences

8-K 001-42031 10.1 1/13/2025

19.1 I nhibrx Biosciences, Inc.

I nsider Trading P olicy

10.12 First Amendment to the Loan and Security Agreement, dated March 18, 2026, among Inhibrx Biosciences, Inc., Oxford Finance LLC, and the other lenders party thereto.

19.1 Inhibrx Biosciences, Inc.

Insider Trading Policy

10-K 001-42031 19.1 3/17/2025

21.1 Subsidiaries of the Registrant.

1 unchanged sentence

23.1 Consent of BDO USA, P.C., independent registered public accounting firm.

24.1 Power of Attorney (see signature page)

31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inhibrx Bios ciences, Inc.

Inhibrx Biosciences, Inc.

Clawback Policy

10-K 001-42031 97.1 3/17/2025

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document X

15 unchanged sentences

March 19, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark P.

Lappe and Kelly D.

Deck, and each of them, as his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures