Lyell Immunopharma agrees to ~$80M stock offering

Lyell agreed to file a resale registration statement within 30 days after closing; cash penalties apply in the event of registration failures.

Available on EDGAR 11/04/2026 - 09:05 AM EST Accepted by SEC EDGAR 11/04/2026 - 09:05 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Lyell Immunopharma, Inc. (LYEL) agreed to sell and issue 7,428,040 shares of common stock to institutional accredited investors in a private placement at $10.77 per share. The closing is scheduled to occur on or about November 4, 2026, subject to customary closing conditions. Gross proceeds before expenses are expected to be approximately $80.0 million.

Lyell agreed to prepare and file a registration statement for resale of the shares within 30 days after closing and generally to cause it to become effective promptly. Certain cash penalties apply to the company in the event of registration failures.

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.

Key Figures

Shares in private placement: 7,428,040 shares Purchase price: $10.77 per share Gross proceeds: Approximately $80.0 million +2 more

5 metrics

Shares in private placement 7,428,040 shares Shares Lyell agreed to sell and issue

Purchase price $10.77 per share Private placement price

Gross proceeds Approximately $80.0 million Before expenses

Scheduled closing On or about November 4, 2026 Subject to customary closing conditions

Resale registration filing deadline Within 30 days after closing Lyell agreed to prepare and file a resale registration statement

Key Terms

private placement, customary closing conditions, restrictive legends, resale registration statement

4 terms

private placement financial

"in a private placement transaction"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

customary closing conditions technical

"subject to the satisfaction of customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

restrictive legends technical

"Restrictive legends will be affixed to the Shares"

resale registration statement regulatory

"register for resale the Shares"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

FAQ

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

How many LYEL shares is Lyell Immunopharma selling, and at what price?

Lyell agreed to sell and issue 7,428,040 shares in a private placement at $10.77 per share to institutional accredited investors.

How much gross proceeds is Lyell Immunopharma's LYEL private placement expected to generate?

The private placement is expected to generate approximately $80.0 million in gross proceeds before expenses.

When must Lyell file the LYEL shares' resale registration statement?

Lyell agreed to prepare and file a resale registration statement within 30 days after closing and generally to cause it to become effective promptly. Certain cash penalties apply to the company in the event of registration failures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001806952 0001806952 2026-11-03 2026-11-03

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): November 3, 2026

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

Not Applicable

(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 $0.0001 per share		LYEL		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 Sales of Equity Securities.

On November 3, 2026, Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Investors”), pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 7,428,040 shares (“Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $10.77 per Share, in a private placement transaction (the “Private Placement”).

The closing of the Private Placement is scheduled to occur on or about November 4, 2026 (the “Closing”), subject to the satisfaction of customary closing conditions. The total gross proceeds from the Private Placement, before expenses, are expected to be approximately $80.0 million.

The Company is relying upon on the exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof. Each of the Investors provided representations appropriate for a private placement of securities. Restrictive legends will be affixed to the Shares.

Under the terms of the Purchase Agreement, the Company has agreed to prepare and file, within 30 days after the Closing, a registration statement with the Securities and Exchange Commission (the “SEC”) to register for resale the Shares, and generally to cause the registration statement to promptly become effective. Certain cash penalties will apply to the Company in the event of registration failures.

Forward-looking Statements:

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements expressed or implied in this report include, but are not limited to, statements regarding: the timing, size, and completion of the proposed Private Placement. These statements are based on our expectations and are not guarantees of future performance and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, but are not limited to, risks and uncertainties related to market conditions and the satisfaction of closing conditions, and other risks described under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities and Exchange Commission on August 6, 2026. Forward-looking statements contained in this report are made as of this date, and we undertake no duty to update such information except as required under applicable law.

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.

				Lyell Immunopharma, Inc.
Date: November 4, 2026				By:		/s/ Mark Meltz
						Mark Meltz
						General Counsel

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB