On April 28, 2024, Jack Nielsen informed ALX Oncology Holdings Inc. of his resignation as a member of the Company?s Board of Directors (the ?Board?) and all committees thereof, effective immediately, due to health reasons. On April 30, 2024, Itziar Canamasas, Ph.D., informed the Company of her resignation as a member of the Board and all committees thereof, effective immediately, due to her taking a new professional position that does not permit her to continue on as a director of the Company. In connection with the resignations of Mr. Nielsen and Dr. Canamasas, the Board resolved to reclassify Scott Garland, age 55, from a Class III director (with a term expiring at the 2026 annual meeting of stockholders) to a Class II director (with a term expiring at the 2025 annual meeting of stockholders), effective May 1, 2024.

The Company?s Corporate Governance and Nominating Committee and Board weighed further changes to the director classes and determined that given the timing of the resignations, no additional changes to the director classes should be made currently in order for the Company?s stockholders to have the opportunity to review for election all three Class I directors in the 2024 annual meeting as planned and as set forth in the Company?s proxy statement for the annual meeting for 2024. The Company?s Corporate Governance and Nominating Committee and the Board have initiated a search for director candidates to replace Mr. Nielsen and Dr. Canamasas. As the search progresses, the Corporate Governance and Nominating Committee and Board will continue to evaluate the Board?s structure, including the director classes.

Pursuant to Nasdaq Listing Rule 5605(b)(1), a majority of the Board must be comprised of Independent Directors as defined in Nasdaq Listing Rule 5605(a)(2). Following the resignations of Mr. Nielsen and Dr. Canamasas, the Board currently consists of six directors of which three are considered independent directors. The Company is relying on Nasdaq Listing Rule 5605(b)(1)(A) which provides the Company with a cure period of up to 180 days within which to restore the majority of Independent Directors, and on May 2, 2024, the Company notified The Nasdaq Global Select Market of its reliance on the cure period under this rule.

In connection with the changes to the Board noted above, on May 1, 2024, the Board, upon recommendation of the Corporate Governance and Nominating Committee, approved the composition of committees of the Board as follows: Audit Committee: Rekha Hemrajani, Chair; Corey Goodman, Ph.D.; Scott Garland Compensation Committee: Corey Goodman, Ph.D., Chair; Scott Garland Corporate Governance and Nominating Committee: Scott Garland, Chair; Corey Goodman, Ph.D.; Rekha Hemrajani In appointing Dr. Goodman and Mr. Garland to the Audit Committee, the Board determined that each of Dr. Goodman and Mr. Garland 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 and that Dr. Goodman and Mr. Garland each also satisfy the additional requirements of financial literacy and audit committee independence for audit committee service under the applicable rules and regulations of the SEC and the listing standards of Nasdaq.