[8-K] Allogene Therapeutics, Inc. Reports Material Event
Rhea-AI Filing Summary
Allogene Therapeutics, Inc. is raising capital through an underwritten public offering of 87,500,000 shares of common stock at $2.00 per share, for expected gross proceeds of $175 million before fees and expenses. The company granted underwriters a 30-day option to buy up to 13,125,000 additional shares at the same public price, less discounts and commissions. Allogene plans to use the net proceeds for general corporate purposes, including clinical trial, research and development, general and administrative costs, and capital expenditures. The offering is being made under an effective shelf registration on Form S-3 and is expected to close around April 16, 2026, subject to customary conditions.
Positive
- None.
Negative
- None.
Insights
Allogene executes a sizable primary equity raise to fund R&D and operations.
Allogene Therapeutics priced an underwritten public offering of 87,500,000 common shares at $2.00 each, targeting gross proceeds of $175 million. A 30-day option allows underwriters to purchase up to 13,125,000 additional shares at the same public price, less discounts.
This is a primary issuance, so cash flows to the company, not existing holders. Management states that net proceeds are intended for general corporate purposes, including clinical trial, research and development, general and administrative spending, and capital expenditures, which is typical for a clinical-stage biotech.
The transaction relies on an existing Form S-3 shelf that was declared effective on April 25, 2024, and closing is expected on or about April 16, 2026, subject to customary conditions. Subsequent filings and updates on development programs will help clarify how this added capital supports pipeline progress.
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
shelf registration statement regulatory
prospectus supplement regulatory
forward-looking statements regulatory
Private Securities Litigation Reform Act of 1995 regulatory
Offering Details
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices including zip code) |
Registrant’s telephone number, including area code:
(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 | ||
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 14, 2026, we entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Jefferies LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 87,500,000 shares of our common stock, par value $0.001 per share. The price to the public in the offering is $2.00 per share. The gross proceeds to us from the offering are expected to be approximately $175.0 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The closing of the offering is expected to occur on April 16, 2026, subject to the satisfaction of customary closing conditions. In addition, we granted the Underwriters a 30-day option to purchase up to 13,125,000 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions.
We expect to use the net proceeds from this offering for general corporate purposes, which may include clinical trial expenses, research and development expenses, general and administrative expenses, and capital expenditures.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
The offering is being made pursuant to our effective registration statement on Form S-3 and accompanying prospectus (Registration Statement No. 333-277951), previously filed with the Securities and Exchange Commission (“SEC”), and a prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.
On April 13, 2026, we issued a press release announcing the commencement of the offering. On April 14, 2026, we issued a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Forward-Looking Statements
Certain statements in this report are forward-looking statements that involve a number of risks and uncertainties. These statements may be identified by introductory words such as “may,” “expects,” “goal,” “intend,” “will,” “would,” “subject to” or words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements include statements regarding our expectations with respect to the completion, timing and size of the public offering, and the use of proceeds from the offering. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from our expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, and those factors disclosed in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026, and other filings that we may make from time to time with the SEC. These forward-looking statements represent our judgment as of the time of this release. We disclaim any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated April 14, 2026, by and among the Registrant, Goldman Sachs & Co. LLC, Jefferies LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein. | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release, dated April 13, 2026, titled “Allogene Therapeutics Announces Proposed Public Offering of $175 Million of Common Stock.” | |
| 99.2 | Press Release, dated April 14, 2026, titled “Allogene Therapeutics Announces Pricing of Public Offering of Common Stock.” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: April 15, 2026
Exhibit 99.1
Allogene Therapeutics Announces Proposed Public Offering of $175 Million of Common Stock
SOUTH SAN FRANCISCO, Calif., April 13, 2026 (GLOBE NEWSWIRE) — Allogene Therapeutics, Inc. (Nasdaq: ALLO) today announced that it intends to offer and sell, in an underwritten public offering and subject to market and other conditions, $175 million of shares of its common stock. All of the shares are being offered by Allogene. In addition, Allogene intends to grant the underwriters for the offering a 30-day option to purchase up to an additional $26.25 million of the shares of its common stock offered in the public offering. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. Allogene expects to use the net proceeds from this offering for general corporate purposes, which may include clinical trial expenses, research and development expenses, general and administrative expenses, and capital expenditures.
Goldman Sachs & Co. LLC, Jefferies and TD Cowen are acting as the joint book-running managers for the offering. TPG Capital BD, LLC is acting as co-manager for the offering.
The shares of common stock described above are being offered by Allogene pursuant to a shelf registration statement filed by Allogene with the Securities and Exchange Commission (SEC) that was declared effective on April 25, 2024. A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus related to this offering, when available, may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; or from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by telephone at (877) 821-7388, or by emailing prospectus_department@jefferies.com; or from TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Allogene Therapeutics
Allogene Therapeutics, with headquarters in South San Francisco, is a clinical-stage biotechnology company pioneering the development of allogeneic chimeric antigen receptor T cell (AlloCAR T) products for cancer and autoimmune disease. Led by cell therapy veterans applying proven CAR T experience, Allogene is developing a pipeline of off-the-shelf CAR T cell product candidates with the goal of delivering readily available cell therapy on-demand, more reliably, and at greater scale to more patients.
Cautionary Note on Forward-Looking Statements
Certain statements in this press release are forward-looking statements that involve a number of risks and uncertainties. These statements may be identified by introductory words such as “may,” “expects,” “goal,” “intend,” “will,” “would,” “subject to” or words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements include statements regarding Allogene’s expectations with respect to the completion, timing and size of the proposed public offering, the use of proceeds from the offering and granting the underwriters a 30-day option to purchase additional shares. For such statements, Allogene claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from Allogene’s expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, and those factors disclosed in Allogene’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026, and other filings that Allogene may make from time to time with the SEC. These forward-looking statements represent Allogene’s judgment as of the time of this release. Allogene disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.
Allogene Media/Investor Contact:
Christine Cassiano
EVP, Chief Corporate Affairs & Brand Strategy Officer
Christine.Cassiano@allogene.com
Exhibit 99.2
Allogene Therapeutics Announces Pricing of Public Offering of Common Stock
SOUTH SAN FRANCISCO, Calif., April 14, 2026 – Allogene Therapeutics, Inc. (Nasdaq: ALLO) today announced the pricing of an underwritten public offering of 87,500,000 shares of its common stock at a price to the public of $2.00 per share. The gross proceeds from this offering are expected to be $175 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by Allogene. The offering is expected to close on or about April 16, 2026, subject to customary closing conditions. In addition, Allogene has granted the underwriters for the offering a 30-day option to purchase up to 13,125,000 additional shares of its common stock at the public offering price, less the underwriting discounts and commissions.
Allogene expects to use the net proceeds from this offering for general corporate purposes, which may include clinical trial expenses, research and development expenses, general and administrative expenses, and capital expenditures.
Goldman Sachs & Co. LLC, Jefferies and TD Cowen are acting as joint bookrunners for the offering. Piper Sandler and William Blair are also acting as joint bookrunners for the offering. Baird and Canaccord Genuity are acting as lead managers for the offering. TPG Capital BD, LLC is acting as co-manager for the offering.
The shares of common stock described above are being offered by Allogene pursuant to a shelf registration statement filed by Allogene with the Securities and Exchange Commission (SEC) that was declared effective on April 25, 2024. A final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus related to this offering, when available, may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; or from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by telephone at (877) 821-7388, or by emailing prospectus_department@jefferies.com; or from TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Allogene Therapeutics
Allogene Therapeutics, with headquarters in South San Francisco, is a clinical-stage biotechnology company pioneering the development of allogeneic chimeric antigen receptor T cell (AlloCAR T) products for cancer and autoimmune disease. Led by cell therapy veterans applying proven CAR T experience, Allogene is developing a pipeline of off-the-shelf CAR T cell product candidates with the goal of delivering readily available cell therapy on-demand, more reliably, and at greater scale to more patients.
Cautionary Note on Forward-Looking Statements
Certain statements in this press release are forward-looking statements that involve a number of risks and uncertainties. These statements may be identified by introductory words such as “may,” “expects,” “goal,” “intend,” “will,” “would,” “subject to” or words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements include statements regarding Allogene’s expectations with respect to the completion, timing and size of the public offering, and the use of proceeds from the offering. For such statements, Allogene claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from Allogene’s expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, and those factors disclosed in Allogene’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026, and other filings that Allogene may make from time to time with the SEC. These forward-looking statements represent Allogene’s judgment as of the time of this release. Allogene disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.
Allogene Media/Investor Contact:
Christine Cassiano
EVP, Chief Corporate Affairs & Brand Strategy Officer
Christine.Cassiano@allogene.com