As filed with the Securities and Exchange Commission on February 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
Allogene Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
________________________________
| Delaware | 82-3562771 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
210 East Grand Avenue South San Francisco, California | 94080 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Amended and Restated 2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full titles of the plans)
David Chang, M.D., Ph.D.
President and Chief Executive Officer
Allogene Therapeutics, Inc.
210 East Grand Avenue
South San Francisco, California 94080
(650) 457-2700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Charles J. Bair, Esq.
Cooley LLP
10265 Science Center Drive
San Diego, California 92121
(858) 550-6000
________________________________
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
The Registrant previously registered shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), for issuance under the 2018 Plan and 2018 ESPP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2018 (File No. 333-227965), March 8, 2019 (File No. 333-230164), February 27, 2020 (File No. 333-236701), February 25, 2021 (File No. 333-253530), and February 23, 2022 (File No. 333-262923). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
PART II
ITEM 3. Incorporation of Certain Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2022 filed with the Commission on February 28, 2023 (File No. 001-38693).
(b)The Registrant’s Current Report on Form 8-K filed with the Commission on January 3, 2023 (File No. 001-38693).
(c)The description of Registrant’s Common Stock which is contained in a Registration Statement on Form 8-A filed on October 5, 2018 (File No. 001-38693) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(d)All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, and other portions of documents that are furnished and not filed or are otherwise not incorporated into registration statements pursuant to the applicable rules promulgated by the Commission) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 8. | EXHIBITS. | ||||
Exhibit Number | Description | |||||||
4.1(1) | ||||||||
4.2(2) | ||||||||
4.3(3) | ||||||||
4.4(4) | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | |||||||
| 24.1 | ||||||||
99.1(5) | ||||||||
99.2(6) | ||||||||
| 107 | ||||||||
(1) | Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the Commission on October 15, 2018 and incorporated herein by reference. | ||||
(2) | Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the Commission on June 17, 2022 and incorporated herein by reference. | ||||
(3) | Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the Commission on October 15, 2018 and incorporated herein by reference. | ||||
(4) | Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227333), originally filed with the Commission on September 14, 2018, as amended, and incorporated herein by reference. | ||||
(5) | Previously filed as Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-227965), filed with the Commission on October 24, 2018 and incorporated herein by reference. | ||||
(6) | Previously filed as Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-227965), filed with the Commission on October 24, 2018 and incorporated herein by reference. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on February 28, 2023.
| Allogene Therapeutics, Inc. | ||||||||
| By: | /s/ David Chang, M.D., Ph.D. | |||||||
| David Chang, M.D., Ph.D. | ||||||||
| President, Chief Executive Officer and Member of the Board of Directors | ||||||||
| (Principal Executive Officer) | ||||||||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Chang, M.D., Ph.D., and Eric Schmidt, Ph.D., and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ David Chang, M.D., Ph.D. | President, Chief Executive Officer and Member of the Board of Directors | February 28, 2023 | ||||||||||||
| David Chang, M.D., Ph.D. | (Principal Executive Officer) | |||||||||||||
/s/ Eric Schmidt, Ph.D. | Chief Financial Officer | February 28, 2023 | ||||||||||||
| Eric Schmidt, Ph.D. | (Principal Financial and Accounting Officer) | |||||||||||||
/s/ Arie Belldegrun, M.D., FACS | Executive Chair of the Board of Directors | February 28, 2023 | ||||||||||||
| Arie Belldegrun, M.D., FACS | ||||||||||||||
| /s/ Elizabeth Barrett | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| Elizabeth Barrett | ||||||||||||||
| /s/ David Bonderman | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| David Bonderman | ||||||||||||||
| /s/ John DeYoung | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| John DeYoung | ||||||||||||||
| /s/ Franz Humer, Ph.D. | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| Franz Humer, Ph.D. | ||||||||||||||
| /s/ Joshua Kazam | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| Joshua Kazam | ||||||||||||||
/s/ Stephen Mayo, Ph.D. | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| Stephen Mayo, Ph.D. | ||||||||||||||
| /s/ Deborah Messemer | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| Deborah Messemer | ||||||||||||||
/s/ Vicki Sato, Ph.D. | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| Vicki Sato, Ph.D. | ||||||||||||||
| /s/ Todd Sisitsky | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| Todd Sisitsky | ||||||||||||||
/s/ Owen Witte, M.D. | Member of the Board of Directors | February 28, 2023 | ||||||||||||
| Owen Witte, M.D. | ||||||||||||||
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Allogene Therapeutics, Inc.
(Exact name of Registrant as Specified in its Charter)
| Table 1 – Newly Registered Securities | ||||||||||||||||||||||||||
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
| Fees to be Paid | Equity | Amended and Restated 2018 Equity Incentive Plan Common Stock, $0.001 par value per share | 457(h)(2) | 7,221,915(3) | $6.26 | $45,209,188 | .00011020 | $4,982 | ||||||||||||||||||
| Fees to be Paid | Equity | 2018 Employee Stock Purchase Plan Common Stock, $0.001 par value per share | 457(h)(2) | 1,444,383(4) | $6.26 | $9,041,838 | .00011020 | $996 | ||||||||||||||||||
| Total Offering Amounts | – | $54,251,025 | – | $5,978 | ||||||||||||||||||||||
| Total Fee Offsets | – | – | – | – | ||||||||||||||||||||||
| Net Fee Due | – | – | – | $5,978 | ||||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.001 per share (“Common Stock”) of Allogene Therapeutics, Inc. (the “Registrant”) that become issuable under the Registrant’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) or the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. | |||||||
| (2) | This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on February 24, 2023, as reported on the Nasdaq Global Select Market. | |||||||
| (3) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 Plan on January 1, 2023 pursuant to an “evergreen” provision contained in the 2018 Plan. Pursuant to such provision, on January 1st of each year through January 1, 2028, the number of shares authorized for issuance under the 2018 Plan will be automatically increased by: (a) 5% of the total number of shares of capital stock of the Registrant outstanding on December 31 of the preceding calendar year; or (b) such lesser number of shares of Common Stock as the Registrant’s board of directors (the “Board”) may designate prior to the applicable January 1st. | |||||||
| (4) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 ESPP on January 1, 2023 pursuant to an “evergreen” provision contained in the 2018 ESPP. Pursuant to such provision, on January 1st of each year through January 1, 2028, the number of shares authorized for issuance under the 2018 ESPP will be automatically increased by a number equal to the lesser of: (a) 1% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; (b) 2,320,000 shares; and (c) such lesser number of shares of Common Stock as the Board may designate prior to the applicable January 1st. | |||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2018 Equity Incentive Plan and 2018 Employee Stock Purchase Plan of Allogene Therapeutics, Inc. of our reports dated February 28, 2023, with respect to the consolidated financial statements of Allogene Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Allogene Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Mateo, California
February 28, 2023
Exhibit 5.1
Charles J. Bair
T: +1 858 550 6142
cbair@cooley.com
February 28, 2023
Allogene Therapeutics, Inc.
210 East Grand Avenue
South San Francisco, California 94080
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Allogene Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 8,666,298 shares (the “Shares”) of the Company's common stock, par value $0.001 per share (“Common Stock”), including (i) 7,221,915 shares of Common Stock issuable pursuant to the Company’s Amended and Restated 2018 Equity Incentive Plan (the “Incentive Plan”) and (ii) 1,444,383 shares of Common Stock issuable pursuant to the Company’s 2018 Employee Stock Purchase Plan (together with the Incentive Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) such other records, documents, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117
t: +1 858 550 6000 f: +1 858 550-6420 cooley.com
Allogene Therapeutics, Inc.
February 28, 2023
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
By: /s/ Charles J. Bair
Charles J. Bair
Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117
t: +1 858 550 6000 f: +1 858 550-6420 cooley.com