Innovative Cellular Therapeutics (LYEL) crosses 12.3% ownership after milestone

Rhea-AI Filing Summary

Innovative Cellular Therapeutics Holdings Limited reports it beneficially owns 3,000,000 shares of Lyell Immunopharma common stock, equal to approximately 12.3% of the class. The reporting person states it became entitled to an additional 1,100,000 shares upon achieving a development milestone under a License Agreement on 05/18/2026.

The filing amends a prior Schedule 13G/A and updates the beneficial ownership totals and voting/dispositive powers; the Reporting Person reports sole voting and dispositive power over the 3,000,000 shares.

Insights

Corporate Governance Analyst

Holds now exceed 10% after milestone-triggered share entitlement.

The Reporting Person's beneficial ownership increased to 12.3% following entitlement to 1,100,000 shares on 05/18/2026 under a License Agreement. The filing amends a previously filed Schedule 13G/A to reflect the fixed right to those shares.

Ownership is reported with sole voting and dispositive power for 3,000,000 shares. Subsequent disclosures will show whether shares are issued or transferred; timing and cash‑flow treatment are not stated in the excerpt.

Key Figures

Beneficial ownership: 3,000,000 shares Ownership percentage: 12.3% Entitled additional shares: 1,100,000 shares +1 more

4 metrics

Beneficial ownership 3,000,000 shares aggregate beneficial ownership after entitlement

Ownership percentage 12.3% percentage of class after entitlement

Entitled additional shares 1,100,000 shares became entitled upon development milestone on <date>05/18/2026</date>

Shares outstanding used 24,434,087 shares used to calculate percentage; includes 23,334,087 as of <date>05/01/2026</date>

Key Terms

beneficially owned, development milestone, Schedule 13G/A, dispositive power

4 terms

beneficially owned regulatory

"Amount beneficially owned: 3,000,000 shares of Common Stock."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

development milestone other

"upon the achievement of a development milestone under the License Agreement"

Schedule 13G/A regulatory

"This Amendment No. 1 to the originally filed Schedule 13G/A"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

dispositive power regulatory

"Sole Dispositive Power 3,000,000.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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

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Available on EDGAR 06/18/2026 - 04:32 PM Accepted by SEC EDGAR 06/18/2026 - 04:31 PM Learn about SEC filing dates

FAQ

What stake does Innovative Cellular Therapeutics Holdings Limited report in LYEL?

It reports beneficial ownership of 3,000,000 shares, representing approximately 12.3% of Lyell Immunopharma's common stock. This percentage reflects the Reporting Person's entitlement to an additional 1,100,000 shares after a milestone on 05/18/2026.

Why did the Reporting Person's ownership increase on 05/18/2026?

The filing states the Reporting Person became entitled to and acquired the right to 1,100,000 shares upon achievement of a development milestone under a License Agreement dated 11/06/2025, which fixed the right and increased beneficial ownership.

Does the Reporting Person have voting and dispositive power over its LYEL holdings?

Yes. The Schedule 13G/A lists sole voting power and sole dispositive power over the 3,000,000 shares reported. Shared voting and dispositive powers are reported as 0 in the cover data shown in the amendment.

What outstanding share base was used to calculate the 12.3% figure?

The percentage is calculated using 24,434,087 shares outstanding, which combines the 23,334,087 shares reported as of 05/01/2026 on the issuer's Form 10-Q and the 1,100,000 shares the Reporting Person became entitled to receive.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Lyell Immunopharma, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

55083R203

(CUSIP Number)

05/18/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 55083R203

1

Names of Reporting Persons

Innovative Cellular Therapeutics Holdings Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.3 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) This percentage is calculated based upon 24,434,087 shares of Common Stock outstanding, representing the 23,334,087 shares reported outstanding as of May 1, 2026 on the cover of the Issuer's most recent Quarterly Report on Form 10-Q (for the quarter ended March 31, 2026), plus the 1,100,000 shares of Common Stock that the Reporting Person became entitled to receive as described herein (which shares are deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership percentage).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Lyell Immunopharma, Inc.
(b)	Address of issuer's principal executive offices: 201 Haskins Way, South San Francisco, California 94080
Item 2.
(a)	Name of person filing: This Schedule is filed by Innovative Cellular Therapeutics Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (the "Reporting Person").
(b)	Address or principal business office or, if none, residence: 190 Elgin Avenue, George Town, Grand Cayman KY1-9008
(c)	Citizenship: Cayman Islands. See Row 4 of the cover page.
(d)	Title of class of securities: Common Stock, par value $0.0001
(e)	CUSIP No.: 55083R203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,000,000 shares of Common Stock. See Row 9 of the cover page.
(b)	Percent of class: approximately 12.3%. See Row 11 of the cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,000,000. See Row 5.
	(ii) Shared power to vote or to direct the vote: 0. See Row 6.
	(iii) Sole power to dispose or to direct the disposition of: 3,000,000. See Row 7.
	(iv) Shared power to dispose or to direct the disposition of: 0. See Row 8.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Innovative Cellular Therapeutics Holdings Limited

Signature:	/s/ Lei Xiao
Name/Title:	Lei Xiao / Chief Executive Officer
Date:	06/18/2026

Comments accompanying signature: This Amendment No. 1 to Schedule 13G (this "Amendment") amends and supplements the Schedule 13G originally filed with the Securities and Exchange Commission on November 13, 2025 (the "Original Schedule 13G"), by Innovative Cellular Therapeutics Holdings Limited (the "Reporting Person") with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of Lyell Immunopharma, Inc. (the "Issuer"). This Amendment is being filed to report that, on May 18, 2026, upon the achievement of a development milestone under the License Agreement, dated November 6, 2025, between the Issuer and the Reporting Person, the Reporting Person became entitled to receive, and acquired the right to acquire, an additional 1,100,000 shares of Common Stock. The Reporting Person is deemed to have acquired beneficial ownership of such shares on the date its right to receive them became fixed, thereby increasing the Reporting Person's aggregate beneficial ownership to 3,000,000 shares of Common Stock (approximately 12.3% of the class) and causing the Reporting Person to beneficially own more than 10% of the outstanding Common Stock. Except as expressly amended and supplemented by this Amendment, the Original Schedule 13G remains in full force and effect. Capitalized terms used but not defined herein have the meanings ascribed to them in the Original Schedule 13G.