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Allogene Therapeutics (NASDAQ: ALLO) doubles authorized shares and files $135M ATM plan

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Allogene Therapeutics, Inc. reported results of its 2026 Annual Meeting of Stockholders and related corporate actions. Stockholders elected three Class II directors to serve until the 2029 annual meeting and approved, on an advisory basis, the compensation of named executive officers and an annual say-on-pay vote.

Stockholders also approved an amendment to increase authorized common shares from 400,000,000 to 800,000,000, which became effective on June 18, 2026. They ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026. Separately, the company filed a prospectus supplement covering sales of common stock with an aggregate offering price of up to $135.0 million under an existing Sales Agreement with TD Securities (U.S.A.) LLC.

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Insights

Allogene doubled authorized shares and refreshed its at-the-market equity program.

The company received stockholder approval to increase authorized common stock from 400,000,000 to 800,000,000, expanding the capacity for future equity issuance. This amendment is already effective, giving the board more flexibility in structuring financings or other share-based transactions.

Allogene also filed a prospectus supplement for sales of common stock up to $135.0 million under an existing Sales Agreement with TD Securities (U.S.A.) LLC. These at-the-market offerings allow incremental share sales over time, with actual impact depending on how much of the capacity the company ultimately uses.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding (record date) 345,024,351 shares Common stock outstanding and entitled to vote as of April 20, 2026
Authorized common stock before 400,000,000 shares Authorized common stock prior to 2026 amendment
Authorized common stock after 800,000,000 shares Authorized common stock after amendment effective June 18, 2026
ATM capacity $135.0 million Aggregate offering price of common stock under prospectus supplement
Say-on-pay support 213,098,167 votes for Advisory approval of executive compensation
Auditor ratification support 282,022,884 votes for Ratification of Ernst & Young LLP for 2026
Say-on-pay frequency 1 year 224,054,368 votes Preference for annual say-on-pay votes
Amendment approval votes 221,767,995 votes for Increase in authorized shares proposal
Annual Meeting of Stockholders financial
"On June 18, 2026, Allogene Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders"
named executive officers financial
"stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
say-on-pay financial
"preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
authorized shares financial
"to increase the number of authorized shares of common stock from 400,000,000 shares to 800,000,000"
Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.
Prospectus Supplement regulatory
"filed a prospectus supplement (the "Prospectus Supplement") with the Securities and Exchange Commission"
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.
Sales Agreement financial
"to be sold pursuant to a 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.
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Understanding 8-K Material Events →
0001737287FALSE00017372872026-06-182026-06-18

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): June 18, 2026
_______________________
Allogene Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
____________________________
Delaware001-3869382-3562771
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
210 East Grand Avenue, South San Francisco, California 94080
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (650) 457-2700
(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 (see General Instruction A.2. below):
☐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, $0.001 par value per shareALLOThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07    Submission of Matters to a Vote of Security Holders.

On June 18, 2026, Allogene Therapeutics, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2026 (the "Proxy Statement"). As of April 20, 2026, the record date for the Annual Meeting, 345,024,351 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

Proposal 1. Election of Directors

The Company’s stockholders elected the three persons listed below as Class II Directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:
Votes ForVotes WithheldBroker Non-Votes
Deborah Messemer202,325,76726,099,64154,299,010
Vicki Sato, Ph.D.202,326,29926,099,10954,299,010
Owen Witte, M.D.189,310,48439,114,92454,299,010

Proposal 2. Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The final voting results are as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
213,098,16711,951,2563,375,98554,299,010

Proposal 3. Approval, on an Advisory Basis, Say-On-Pay Vote Frequency

The Company’s stockholders approved, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. The final voting results are as follows:

1 Year2 Years3 YearsAbstentionsBroker Non-Votes
224,054,368228,313757,9923,384,73554,299,010

In light of and consistent with the votes cast with respect to such proposal, the Board of Directors of the Company (the “Board”) has determined to hold future say-on-pay votes every year until the next required non-binding advisory vote on the frequency of future say-on-pay votes, which will be held no later than the 2032 Annual Meeting of Stockholders.

Proposal 4. Amendment to Amended and Restated Certificate of Incorporation To Increase the Number of Authorized Shares

The Company’s stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 400,000,000 shares to 800,000,000. The final voting results are as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
221,767,9956,535,254122,15954,299,010

The Amendment was filed with the Secretary of State of the State of Delaware on June 18, 2026 and effective as of such date. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Proposal 5. Ratification of the Selection of Independent Registered Public Accounting Firm



The Company’s stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
282,022,884503,156198,3780

Item 8.01    Other Events.

On June 22, 2026, the Company filed a prospectus supplement (the "Prospectus Supplement") with the Securities and Exchange Commission relating to sales of shares of its common stock having an aggregate offering price of up to $135.0 million to be sold pursuant to a certain Sales Agreement, dated November 5, 2019, as amended on November 2, 2022 and November 2, 2023 (as amended, the "Sales Agreement"), by and between the Company and TD Securities (U.S.A.) LLC (f/k/a Cowen and Company, LLC).

A copy of the legal opinion as to the legality of the shares issuable under the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits.
(d)
Exhibit
Number		Description
3.1
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, effective June 18, 2026.
5.1
Opinion of Cooley LLP
23.1
Consent of Cooley LLP (included in Exhibit 5.1)
104The cover page of this report has been formatted in 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.
ALLOGENE THERAPEUTICS, INC.
By:/s/ David Chang, M.D., Ph.D.
David Chang, M.D., Ph.D.
President, Chief Executive Officer
Dated: June 22, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Allogene Therapeutics (ALLO) stockholders approve at the 2026 Annual Meeting?

Stockholders elected three Class II directors, approved executive compensation on an advisory basis, chose annual say-on-pay votes, doubled authorized common shares, and ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

How many Allogene Therapeutics shares were outstanding and entitled to vote at the 2026 meeting?

As of the April 20, 2026 record date, Allogene Therapeutics had 345,024,351 shares of common stock outstanding and entitled to vote at the 2026 Annual Meeting of Stockholders, forming the base against which participation and voting results were measured.

How did Allogene Therapeutics stockholders vote on increasing authorized common shares?

Stockholders approved increasing authorized common stock from 400,000,000 to 800,000,000 shares, with 221,767,995 votes for, 6,535,254 against, and 122,159 abstentions. The amendment became effective June 18, 2026, after filing with the Delaware Secretary of State.

What is the size of Allogene Therapeutics’ new at-the-market offering capacity?

Allogene filed a prospectus supplement covering sales of common stock with an aggregate offering price of up to $135.0 million under an existing Sales Agreement with TD Securities (U.S.A.) LLC, allowing the company to sell shares from time to time in the market.

What say-on-pay frequency did Allogene Therapeutics stockholders prefer in 2026?

Stockholders indicated a preference for annual say-on-pay votes, with 224,054,368 votes for one year, 228,313 for two years, and 757,992 for three years. The board decided to hold future say-on-pay votes every year until the next required frequency vote by the 2032 meeting.

Which independent auditor did Allogene Therapeutics stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 282,022,884 votes for, 503,156 against, and 198,378 abstentions and no broker non-votes reported on this proposal.

Filing Exhibits & Attachments

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