Allogene (NASDAQ: ALLO) starts underwritten stock sale, suspends ATM program
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Allogene Therapeutics, Inc. announced the commencement of a proposed underwritten public offering of its common stock. In connection with this new offering, the company has suspended sales of common stock under its existing at-the-market program conducted through a Sales Agreement with TD Securities (U.S.A.) LLC.
The company stated it will not sell shares under that Sales Agreement again unless and until it files a new prospectus or prospectus supplement with the SEC. Any sales related to the proposed offering will be made only through a written prospectus that meets Securities Act requirements.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Announcement date: April 13, 2026
Sales Agreement original date: November 5, 2019
Sales Agreement amendments: November 2, 2022 and November 2, 2023
+1 more
4 metrics
Announcement date
April 13, 2026
Date Allogene announced proposed underwritten public offering
Sales Agreement original date
November 5, 2019
Date of original Sales Agreement with TD Securities (U.S.A.) LLC
Sales Agreement amendments
November 2, 2022 and November 2, 2023
Amendment dates for the Sales Agreement
Form S-3 file number
File No. 333-277951
Registration Statement on Form S-3 referenced for prior ATM
Key Terms
underwritten public offering, Sales Agreement, Registration Statement on Form S-3, prospectus supplement, +1 more
5 terms
underwritten public offering financial
"the Company announced the commencement of a proposed underwritten public offering of its common stock"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
Sales Agreement financial
"relating to that certain Sales Agreement, dated November 5, 2019"
A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.
Registration Statement on Form S-3 regulatory
"contained in the Company’s Registration Statement on Form S-3 (File No. 333-277951)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"unless and until a new prospectus or prospectus supplement is filed with the SEC"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Section 10 of the Securities Act of 1933 regulatory
"only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933"
FAQ
What did Allogene Therapeutics (ALLO) announce in this 8-K filing?
Allogene Therapeutics announced the start of a proposed underwritten public offering of its common stock. This means the company plans to raise capital by selling new shares through underwriters, subject to a formal prospectus and market conditions.
How does the new offering affect Allogene Therapeutics' existing ATM program?
In connection with the proposed underwritten offering, Allogene suspended sales under its existing at-the-market Sales Agreement. The company will not sell common stock under that agreement again unless and until it files a new prospectus or prospectus supplement with the SEC.
Who is Allogene Therapeutics’ sales agent under the suspended agreement?
The suspended Sales Agreement is between Allogene Therapeutics and TD Securities (U.S.A.) LLC. This agreement, originally entered in November 2019 and later amended, allowed Allogene to sell common stock from time to time through an at-the-market offering program.
What SEC registration statement is referenced by Allogene Therapeutics?
Allogene references its Registration Statement on Form S-3, File No. 333-277951, filed with the SEC. That shelf registration supported the prior sales agreement prospectus used for at-the-market offerings of common stock before the suspension described here.
Will this 8-K itself constitute an offer to sell Allogene (ALLO) securities?
No. Allogene specifically states this communication does not constitute an offer to sell or solicit an offer to buy its securities. Any actual offer or sale will occur only through a written prospectus that meets Section 10 of the Securities Act of 1933.
When did Allogene Therapeutics approve and sign this 8-K disclosure?
The disclosure is dated April 13, 2026 and is signed on behalf of Allogene Therapeutics by David Chang, M.D., Ph.D., its President and Chief Executive Officer. The filing date and signature confirm the board-authorized nature of this corporate communication.