Innovative Cellular Therapeutics (LYEL partner) reports 3M Lyell Immunopharma shares

Rhea-AI Filing Summary

Innovative Cellular Therapeutics Holdings Ltd has filed an initial ownership report showing it holds 3,000,000 shares of Lyell Immunopharma, Inc. common stock. These shares reflect equity consideration under a License Agreement between the two companies.

The position consists of 1,900,000 shares received as partial upfront consideration under a License Agreement dated November 6, 2025, and 1,100,000 shares tied to a development milestone achieved on May 18, 2026. Beneficial ownership is deemed acquired when the right to receive the milestone shares became fixed, and all shares are held of record by the reporting entity.

Insights

Biotech licensing and equity-structure analyst

Large Lyell stake arises from license fees paid in stock, not market buying.

Innovative Cellular Therapeutics Holdings Ltd reports ownership of 3,000,000 Lyell Immunopharma common shares. The stake originates from a License Agreement, where 1,900,000 shares were issued as partial upfront consideration and 1,100,000 shares were tied to a development milestone.

This structure aligns payments with collaboration progress, substituting some cash with equity. Because these shares were granted under contractual terms rather than bought or sold on the open market, they provide limited insight into near-term trading sentiment, but they do signal a sizeable, contract-linked ownership position.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Innovative Cellular Therapeutics Holdings Ltd

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,000,000 shares (Direct)

Footnotes (1)

1. F1. Consists of (i) 1,900,000 shares of common stock acquired by the Reporting Person on the Effective Date of the License Agreement, dated November 6, 2025, between the Issuer and the Reporting Person, as partial upfront consideration (the "Upfront Payment"), and (ii) 1,100,000 shares of common stock that the Reporting Person became entitled to receive, and acquired the right to acquire, upon the achievement of a development milestone under the License Agreement on 05/18/2026. The Reporting Person is deemed to have acquired beneficial ownership of such shares on the date its right to receive them became fixed. All shares are held of record by, and registered in the name of, the Reporting Person.

Key Figures

Total Lyell shares owned: 3,000,000 shares Upfront consideration shares: 1,900,000 shares Development milestone shares: 1,100,000 shares

3 metrics

Total Lyell shares owned 3,000,000 shares Common stock beneficially owned following reported holdings

Upfront consideration shares 1,900,000 shares Partial upfront consideration under License Agreement dated November 6, 2025

Development milestone shares 1,100,000 shares Shares tied to achievement of a development milestone on May 18, 2026

Key Terms

License Agreement, Upfront Payment, development milestone, beneficial ownership

4 terms

License Agreement financial

"acquired by the Reporting Person on the Effective Date of the License Agreement, dated November 6, 2025"

A license agreement is a contract where the owner of intellectual property, technology, a brand, or other rights gives another party permission to use those assets under specified conditions, usually for fees, royalties or other payments. For investors it matters because such deals create or limit predictable revenue streams, affect profit margins, transfer legal and commercial risk, and can determine how quickly a company can grow — like renting out a patented tool to earn steady income while keeping ownership.

Upfront Payment financial

"as partial upfront consideration (the "Upfront Payment")"

An upfront payment is a sum of money paid at the start of a business deal—such as a license, acquisition, partnership, or loan—rather than over time. For investors it matters because it shows immediate commitment and changes a company’s cash on hand and risk profile: like a down payment on a purchase, it can signal confidence but also ties up funds that might otherwise be used for operations or growth.

development milestone financial

"upon the achievement of a development milestone under the License Agreement on 05/18/2026"

beneficial ownership financial

"The Reporting Person is deemed to have acquired beneficial ownership of such shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What does Innovative Cellular Therapeutics Holdings Ltd report owning in Lyell Immunopharma (LYEL)?

Innovative Cellular Therapeutics Holdings Ltd reports beneficial ownership of 3,000,000 shares of Lyell Immunopharma common stock. All shares are held of record and registered in the reporting entity’s name, reflecting equity consideration under a license arrangement between the two companies.

How did Innovative Cellular Therapeutics obtain its 3,000,000 Lyell (LYEL) shares?

The 3,000,000 shares come from a License Agreement with Lyell. The entity received 1,900,000 shares as partial upfront consideration and became entitled to 1,100,000 additional shares upon achieving a development milestone under that same agreement.

What is the significance of the 1,900,000 Lyell shares mentioned in the Form 3?

The 1,900,000 shares of Lyell common stock were issued as partial upfront consideration under a License Agreement dated November 6, 2025. This indicates Lyell used equity, rather than only cash, to compensate its licensing partner at the agreement’s effective date.

Why did Innovative Cellular Therapeutics receive 1,100,000 additional Lyell (LYEL) shares?

Innovative Cellular Therapeutics became entitled to 1,100,000 shares upon achieving a development milestone under the License Agreement. Beneficial ownership is deemed acquired when its right to receive those milestone shares became fixed, tying this equity grant directly to project progress.

Are the Lyell Immunopharma shares held directly by Innovative Cellular Therapeutics?

Yes. The filing states that all shares are held of record by, and registered in the name of, Innovative Cellular Therapeutics Holdings Ltd. This means the reporting entity itself is the shareholder of record for the 3,000,000 Lyell common shares.

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

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Available on EDGAR 06/18/2026 - 04:07 PM Accepted by SEC EDGAR 06/18/2026 - 04:06 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

Innovative Cellular Therapeutics Holdings Ltd

(Last) (First) (Middle)

190 ELGIN AVENUE

(Street)

GEORGE TOWN KY1-9008

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2026

3. Issuer Name and Ticker or Trading Symbol
Lyell Immunopharma, Inc. [ LYEL ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,000,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of (i) 1,900,000 shares of common stock acquired by the Reporting Person on the Effective Date of the License Agreement, dated November 6, 2025, between the Issuer and the Reporting Person, as partial upfront consideration (the "Upfront Payment"), and (ii) 1,100,000 shares of common stock that the Reporting Person became entitled to receive, and acquired the right to acquire, upon the achievement of a development milestone under the License Agreement on 05/18/2026. The Reporting Person is deemed to have acquired beneficial ownership of such shares on the date its right to receive them became fixed. All shares are held of record by, and registered in the name of, the Reporting Person.

	Innovative Cellular Therapeutics Holdings Limited By: /s/ Lei Xiao Name: Lei Xiao Title: Chief Executive Officer	06/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)