CAR-T Progress Triggers 625,000-Share Payout in Lyell-ImmPACT Deal

Rhea-AI Filing Summary

Lyell Immunopharma (Nasdaq:LYEL) filed an 8-K (Item 3.02) disclosing that the clinical milestone embedded in its October 2024 ImmPACT Bio merger has been met. The achievement obligates Lyell to issue 625,000 unregistered common shares (post 1-for-20 reverse split) to former ImmPACT securityholders in a private placement relying on the Section 4(a)(2) exemption.

The shares represent additional equity consideration; no cash will be paid. While the filing does not quantify the percentage of outstanding stock, the issuance will incrementally dilute current holders. The milestone confirms progress for ImmPACT’s next-generation CAR T-cell candidate, potentially accelerating Lyell’s cell-therapy pipeline.

• Shares are restricted and cannot be publicly resold without registration or another exemption.
• No other material items were reported.

Positive

• Clinical milestone achieved for ImmPACT’s next-generation CAR T-cell candidate, validating acquisition rationale and advancing Lyell’s pipeline.

Negative

• Equity dilution from issuance of 625,000 unregistered shares; filing does not disclose percentage impact on total shares outstanding.

Insights

Event Analyst

TL;DR: Milestone hit; 625k shares issued—positive pipeline signal, limited but real dilution.

The milestone unlock indicates tangible advancement of the ImmPACT CAR T program, validating a key premise of last year’s acquisition. Equity issuance is modest relative to most biotech floats, so balance-sheet impact appears manageable, yet it does add dilution at a time when post-split share count is lower. Importantly, the shares are restricted, mitigating near-term trading pressure. From a strategic view, the event de-risks a critical asset and moves Lyell closer to potential clinical value-inflection points, strengthening the overall portfolio while honoring contingent deal terms.

Corporate Governance Specialist

TL;DR: Contingent payout fulfills merger terms; governance intact, dilution details absent.

The company’s prompt notice and reliance on Section 4(a)(2) demonstrate procedural compliance, limiting legal exposure. However, the filing omits the post-issuance share count, leaving investors unable to quantify ownership dilution. Because the shares are unregistered and subject to resale restrictions, near-term float expansion is constrained. Overall governance risk is low, yet transparency could be improved by providing pro-forma capitalization data.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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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 20, 2025

Lyell Immunopharma, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40502		83-1300510
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

201 Haskins Way South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650-695-0677

(Former Name or Former Address, if Changed Since Last Report)

Not Applicable

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, $0.0001 par value per share		LYEL		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 3.02. Unregistered Sale of Equity Securities.

As previously reported, Lyell Immunopharma, Inc., a Delaware corporation (“Lyell” or the “Company”), completed its acquisition (the “Merger”) of ImmPACT Bio USA Inc., a Delaware corporation (“ImmPACT”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 24, 2024, by and among the Company, ImmPACT, Inspire Merger Sub Inc., a Delaware corporation, and WT Representative LLC, a Delaware limited liability company, as representative of the ImmPACT securityholders (the “Representative”). Pursuant to the Merger Agreement, ImmPACT securityholders were entitled to receive an aggregate of 625,000 shares (“Equity Milestone Shares”) of Company common stock (which gives effect to the Company’s 1-for-20 reverse stock split effected on May 30, 2025) (the “Company Common Stock”) upon the achievement of certain clinical milestones for ImmPACT’s next generation CAR T-cell product candidate (the “Milestone”).

On June 20, 2025, the Company delivered a notice to the Representative that the Milestone has been achieved and that the ImmPACT securityholders are entitled to receive the Equity Milestone Shares. In accordance with the Merger Agreement, the Company will issue 625,000 shares of the Company Common Stock in a private placement to the ImmPACT securityholders, subject to any adjustments accounting for the cash payments made to certain ImmPACT securityholders in lieu of fractional shares.

The offer and sale of the Equity Milestone Shares are being made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities or “blue sky” laws. The Equity Milestone Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The issuance and sale of the Equity Milestone Shares will not involve a public offering and will be made without general solicitation or general advertising.

This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy shares of Company Common Stock or other securities of the Company.

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.

						Lyell Immunopharma, Inc.
Date: June 26, 2025				By:		/s/ Mark Meltz
						Mark Meltz
						General Counsel and Corporate Secretary

FAQ

Why is LYEL issuing 625,000 new shares on June 20 2025?

The shares represent Equity Milestone Shares owed to ImmPACT Bio securityholders after their CAR T candidate met a stated clinical milestone.

Are the 625,000 LYEL shares registered for public resale?

No. They are being issued under Section 4(a)(2) and are unregistered, restricting resale until an exemption or registration is obtained.

What milestone triggered the share issuance to ImmPACT holders?

Achievement of a specified clinical milestone for ImmPACT’s next-generation CAR T-cell product candidate, as defined in the merger agreement.

How does this relate to Lyell's May 30 2025 reverse stock split?

The 1-for-20 split adjusted all merger consideration; the 625,000 shares reflect the post-split quantity owed to ImmPACT holders.

Does the 8-K state the exact dilution percentage for current LYEL shareholders?

No. The filing notes the issuance but does not disclose total outstanding shares or the resulting dilution percentage.