UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 1211, 2025

ALX ONCOLOGY HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39386	85-0642577
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

323 Allerton Avenue, South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

650-466-7125

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.001 per share

     ALXO

     The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 12, 2025, ALX Oncology Holdings Inc. (the “Company”), issued a press release announcing its financial results for the second quarter and full year ended June 30, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly stated by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

~~Effective~~On ~~August~~September 1211, 2025, Barbara Klencke, M.D. provided notice that she would resign as a member of the Board of Directors (the “Board”) of ALX Oncology Holdings Inc. (the “Company”) ~~appointed~~and ~~Daniel~~all ~~Curran,~~committees ~~M.D.~~thereof toeffective ~~serve~~September as17, a2025, ~~Class~~in ~~III~~connection ~~director~~with of the ~~Board,~~managerial ~~for~~changes areferenced ~~term~~in ~~expiring~~Item at8.01 ~~the 2026 annual meeting of stockholders~~below. ~~The Board also appointed~~ Dr. ~~Curran~~Klencke’s toresignation ~~serve~~did asnot aresult ~~member~~from ofany ~~the~~disagreements ~~Corporate~~with ~~Governance and Nominating Committee of~~ the Board~~. The~~ ~~appointment~~or ~~was made based upon~~ the ~~recommendation of the Corporate Governance and Nominating Committee of the Board~~Company. ~~In connection with the changes to the Board, the Board increased its size from six directors to seven directors.~~

~~Dr. Curran~~Additionally, ~~age~~on 58September 11, ~~has~~2025, ~~more~~the ~~than~~Board 25agreed ~~years~~to ofre-appoint ~~pharmaceutical~~Alan ~~experience~~Sandler, inM.D. ~~strategy,~~to ~~business~~the ~~development~~Board, ~~project~~to ~~leadership~~serve ~~and~~as ~~development~~a ~~roles.~~Class ~~Dr.~~II ~~Curran~~director ~~currently~~for ~~serves~~a asterm expiring at the ~~chief~~2028 ~~executive~~annual ~~officer~~meeting of ~~Timberlyne Therapeutics~~stockholders, ato ~~clinical-stage~~be ~~biopharmaceutical~~effective ~~company~~September 26, ~~since January~~ 2025,. The ~~and~~appointment ~~has~~was ~~served~~made asbased aupon ~~managing~~the ~~partner~~recommendation atof ~~Mountainfield~~the ~~Venture~~Corporate ~~Partners,~~Governance ~~LLC,~~and aNominating ~~company-creation~~Committee ~~firm~~of ~~since~~the ~~March 2024~~Board. ~~From 2008 to 2023,~~ Dr. ~~Curran~~Sandler ~~has~~previously ~~held~~served ~~roles~~on ofthe ~~increasing~~Board ~~responsibility~~in at2024. For ~~Takeda~~Dr. ~~Pharmaceutical~~Sandler’s ~~Company~~biographical ~~Ltd.~~information, ~~and~~see ~~most~~the ~~recently~~disclosure ~~served~~included asunder athe ~~senior~~heading ~~vice~~“Executive ~~president~~Officers” ~~and~~included in the ~~head~~Company’s ofdefinitive ~~the~~proxy ~~rare~~statement ~~genetics~~for ~~and~~the ~~hematology~~2025 ~~therapeutic~~annual ~~area~~meeting ~~unit~~of ~~from~~the ~~January~~stockholders, ~~2019~~filed towith ~~December~~the ~~2023~~U. ~~Before Dr~~S. ~~Curran~~Securities ~~joined~~and ~~Takeda,~~Exchange heCommission ~~served~~on asApril ~~vice~~21, ~~president~~2025, ~~corporate~~which ~~development~~disclosure atis ~~Millennium~~incorporated ~~Pharmaceuticals,~~by ~~Inc.,~~reference ~~from 1999 to 2008~~herein. ~~Prior~~As toan ~~joining~~outside ~~Millennium~~director, Dr. ~~Curran~~Sandler ~~held~~will abe ~~business~~eligible ~~development~~for ~~role in~~ the ~~product~~compensation ~~planning~~described ~~and~~in ~~acquisition~~the ~~group~~Company’s atoutside ~~DuPont~~director ~~Merck~~compensation ~~Pharmaceuticals,~~policy aas ~~pharmaceutical~~may ~~company. Dr.~~be ~~Curran~~in ~~currently~~effect ~~serves~~from ontime ~~the~~to ~~board of directors of Catalyst Pharmaceuticals, Inc~~time., There aare ~~commercial-stage~~no ~~biopharmaceutical~~arrangements ~~public~~or ~~company,~~understandings ~~since~~between ~~August~~Dr. ~~2025~~Sandler and ~~serves~~any onother ~~the~~person ~~board~~pursuant ofto ~~directors~~which ofhe ~~Xilio~~was ~~Therapeutics,~~selected ~~Inc.,~~to aserve ~~clinical~~on ~~stage~~the ~~biotechnology public company, since December 2020~~Board. InOther ~~addition,~~than ~~Dr.~~his ~~Curran~~employment ~~previously~~relationship ~~served~~with on the ~~board of directors of Tome Biosciences~~Company, athere ~~private~~are ~~biotechnology~~no ~~company,~~transactions ~~from~~in ~~January~~which ~~2024 to November 2024 and also served on~~ the ~~board~~Company ofor ~~directors~~any of ~~Oak~~its ~~Hill~~subsidiaries ~~Biosciences,~~is a ~~private~~party ~~biotechnology~~and ~~company,~~in ~~from~~which ~~April 2022 to March 2024.~~ Dr. ~~Curran~~Sandler ~~received~~has ana ~~M.D.~~material ~~from~~interest ~~the~~subject ~~University~~to ofdisclosure ~~Pennsylvania~~under ~~School~~Item of404(a) ~~Medicine, an M.B.A. from The Wharton School~~ of ~~the~~Regulation ~~University of Pennsylvania and a B.~~S-K. ~~in chemistry from King’s College.~~

In accordance with the Company’s outside director compensation policy, Dr. Curran will automatically be granted an initial award of stock options to purchase 40,400 shares of the Company’s common stock on his date of appointment to the Board. The initial award is scheduled to vest in equal installments as to one thirty-sixth of the shares subject to the award on a monthly basis following the award’s grant date, on the same day of the month as the grant date, subject to continued services to the Company through the applicable vesting date. Dr. Curran is also entitled to annual cash compensation and equity awards under the terms of the outside director compensation policy. In addition, the Company entered into an indemnification agreement with Dr. Curran in the same form as the Company’s other directors.

The Board determined that Dr. Curran qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of The Nasdaq Stock Market.

There are no arrangements or understandings between Dr. Curran and any other person pursuant to which he was selected to serve on the Board. There are no transactions in which the Company or any of its subsidiaries is a party and in which Dr. Curran has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

InNasdaq ~~connection~~Minimum ~~with~~Bid ~~the~~Price ~~Board changes referenced above, the Board approved the following composition of committees of the Board:~~Compliance

On September 4, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Company had regained compliance with the minimum bid price requirement under the Nasdaq Listing Rules which requires that the closing price per share of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days, as described in the Form 8-K filed on April 25, 2025. For the ten consecutive business days, from August 21 through September 4, 2025, the closing bid price of the Company’s common stock had been at $1.00 per share or greater.

Management Updates

On September 11, 2025, Alan Sandler, M.D., informed the Company of his resignation as Chief Medical Officer of the Company, effective September 26, 2025, in order to pursue other professional opportunities. As noted above, Dr. Sandler will return to his role as a director of the Company and remain heavily involved with the Company following his transition.

In connection with Dr. Sandler’s resignation and to facilitate an orderly transition, effective September 17, 2025, Barbara Klencke, M.D., will assume the role of consulting interim Chief Medical Officer of the Company pursuant to a customary consulting agreement on a full-time basis.

Board Governance Updates

In connection with the Board and management changes referenced above, the Board approved the following composition of committees of the Board:

Audit Committee

Rekha Hemrajani, Chair; ~~Scott~~Daniel ~~Garland; and Barbara Klencke~~Curran, M.D.; and Scott Garland

Compensation Committee

Corey Goodman, Ph.D., Chair; Scott Garland; and Chris Takimoto, M.D., Ph.D., F.A.C.P.

Corporate Governance and Nominating Committee

Scott Garland, Chair; Daniel Curran, M.D.; and Rekha Hemrajani

The Board also determined to pause the activities of the Research and Development Committee until further determination. In appointing Dr. Curran to the Audit Committee, the Board determined that Dr. Curran qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of the Nasdaq Stock Market. Dr. Curran also satisfies the additional requirements of financial literacy and

~~Corey~~audit ~~Goodman,~~committee ~~Ph.D.,~~independence ~~Chair;~~for ~~Barbara~~audit ~~Klencke,~~committee ~~M.D.;~~service under the applicable rules and ~~Chris~~regulations ~~Takimoto,~~of ~~M.D.,~~the ~~Ph.D.,~~SEC Fand the listing standards of Nasdaq.~~A.C.P.~~

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
99.1		Press Release dated ~~August~~September 12, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALX ONCOLOGY HOLDINGS INC.
Date: August 12, 2025	By:	/s/ Harish Shantharam
Date: September 12, 2025	By:	/s/ Harish Shantharam
		Harish Shantharam
		Chief Financial Officer

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