Allogene plans underwritten common stock offering

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What did Allogene Therapeutics (ALLO) announce in this 8-K filing?

How does the new offering affect Allogene Therapeutics' existing ATM program?

Who is Allogene Therapeutics’ sales agent under the suspended agreement?

What SEC registration statement is referenced by Allogene Therapeutics?

Will this 8-K itself constitute an offer to sell Allogene (ALLO) securities?

When did Allogene Therapeutics approve and sign this 8-K disclosure?

Allogene Therapeutics, Inc. announced the commencement of a proposed underwritten public offering of its common stock.

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8-K

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.

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.

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

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"

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

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.

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.

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.

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.

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.

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Accepted by SEC EDGAR 04/13/2026 - 04:09 PM EDT

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): April 13, 2026

Allogene Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-38693	82-3562771
(State or other jurisdiction of incorporation organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

210 East Grand Avenue
South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 457-2700

N/A

(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

ALLO

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 8.01

Other Events.

On April 13, 2026, Allogene Therapeutics, Inc. (the “Company”) announced the commencement of a proposed underwritten public offering of its common stock.

In connection with the Company’s proposed public offering, the Company has suspended the offering of any shares of its common stock pursuant to the sales agreement prospectus, dated April 25, 2024, contained in the Company’s Registration Statement on Form S-3 (File No. 333-277951) filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2024 relating to that certain Sales Agreement, dated November 5, 2019 (the “Sales Agreement”), as amended on November 2, 2022 and November 2, 2023, by and between the Company and TD Securities (U.S.A.) LLC (f/k/a Cowen and Company, LLC). The Company will not make any sales of common stock pursuant to the Sales Agreement unless and until a new prospectus or prospectus supplement is filed with the SEC.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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 thereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Allogene Therapeutics, Inc.

Date: April 13, 2026

/s/ David Chang, M.D., Ph.D.

David Chang, M.D., Ph.D.

President and Chief Executive Officer

3 documents