Lyell Immunopharma, Inc. filing amends a Schedule 13G to report that MWG Caph Ltd and Milky Way Investments Group Ltd each beneficially own 1,008,116 shares of Common Stock, representing 4.3% of the class based on 23,328,390 shares outstanding reported in the company's DEF 14A filed April 24, 2026.
The cover page shows each Reporting Person has sole voting and sole dispositive power over the 1,008,116 shares. The amendment is signed by authorized representatives and updates the ownership disclosure for these related entities.
Positive
None.
Negative
None.
Insights
Two related entities each report a 4.3% stake in Lyell.
The filing amends beneficial ownership to show MWG Caph Ltd and Milky Way Investments Group Ltd each beneficially own 1,008,116 shares, with sole voting and dispositive power recorded on the cover pages. The percentage is calculated from 23,328,390 shares outstanding per the April 24, 2026 proxy reference.
These positions remain below the 5% reporting threshold for Section 13(d) control presumptions. Subsequent filings may show aggregation or changes if holdings move above regulatory thresholds.
Key Figures
Beneficial ownership per reporting person:1,008,116 sharesPercent of class:4.3%Shares outstanding used for calculation:23,328,390 shares
3 metrics
Beneficial ownership per reporting person1,008,116 sharesCover page for each Reporting Person
Percent of class4.3%Calculated from 23,328,390 shares outstanding per DEF 14A filed April 24, 2026
Shares outstanding used for calculation23,328,390 sharesIssuer's DEF 14A referenced on April 24, 2026
Key Terms
Schedule 13G/A, Beneficial ownership, Sole dispositive power
3 terms
Schedule 13G/Aregulatory
"Amendment No. 1; filing amends a Schedule 13G"
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.
Beneficial ownershipfinancial
"Amount beneficially owned: See Items 5-11 of the cover page"
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.
Sole dispositive powerregulatory
"Sole Dispositive Power 1,008,116.00 on the cover page"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
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, $0.0001 par value per share
(Title of Class of Securities)
55083R203
(CUSIP Number)
03/31/2026
(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
MWG Caph Ltd
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
SAINT KITTS AND NEVIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,008,116.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,008,116.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,008,116.00
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)
4.3 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The percentage is calculated based on 23,328,390 shares of common stock, $0.0001 par value per share, of the Issuer ("Common Stock"), reported to be outstanding in the Issuer's Form DEF 14A filed with the Securities and Exchange Commission on April 24, 2026.
SCHEDULE 13G
CUSIP Number(s):
55083R203
1
Names of Reporting Persons
Milky Way Investments Group Ltd.
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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,008,116.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,008,116.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,008,116.00
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)
4.3 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The percentage is calculated based on 23,328,390 shares of Common Stock reported to be outstanding in the Issuer's Form DEF 14A filed with the Securities and Exchange Commission on April 24, 2026.
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
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
i. MWG Caph Ltd
ii. Milky Way Investments Group Ltd
Milky Way Investments Group Ltd is controlled by MWG Caph Ltd, its corporate director, which replaced MWG Management Limited as corporate director.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of MWG Caph Ltd is Morton House, Government Road, PO Box 583, Charlestown, Saint Kitts and Nevis, NEV 0001.
The address of the principal business office of Milky Way Investments Group Ltd is C/O Trident Trust Company (B.V.I.), Ltd., Trident Chambers, P.O. BOX 146, Road Town, Tortola, Virgin Islands, British, VG1110.
(c)
Citizenship:
See Item 4 of the cover page for each Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(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:
See Items 5-11 of the cover page for each Reporting Person.
(b)
Percent of class:
See Items 5-11 of the cover page for each Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Items 5-11 of the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Items 5-11 of the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Items 5-11 of the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Items 5-11 of the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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:
Not Applicable
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.
MWG Caph Ltd reports beneficial ownership of 1,008,116 shares, equal to 4.3% of Common Stock. The percentage is calculated from 23,328,390 shares outstanding cited in the company's DEF 14A filed April 24, 2026.
Does Milky Way Investments Group Ltd share the same holdings?
Yes. Milky Way Investments Group Ltd also reports beneficial ownership of 1,008,116 shares, representing 4.3% of the class, with sole voting and sole dispositive power recorded on the cover page.
What voting and dispositive powers are reported for these entities?
Both Reporting Persons state they hold sole voting power and sole dispositive power over the 1,008,116 shares listed, with no shared voting or dispositional powers shown on the cover pages.
On what basis is the 4.3% ownership percentage calculated?
The 4.3% figure is calculated using 23,328,390 shares outstanding as reported in Lyell's DEF 14A filed April 24, 2026; that outstanding-share count is the denominator stated in the amendment for the percentage.
Do these holdings trigger Schedule 13D reporting obligations?
No immediate trigger is shown here. Each entity reports 4.3%, which is below the 5% threshold that commonly prompts Schedule 13D control presumptions; the filing is an amended Schedule 13G disclosure of passive/beneficial ownership.
