Allogene Therapeutics, Inc. 8-K

What Happened

• On April 13, 2026 Allogene Therapeutics, Inc. announced the commencement of a proposed underwritten public offering of its common stock.
• In connection with that offering, the company has suspended any sales of common stock under its existing Sales Agreement and related sales agreement prospectus (prospectus dated April 25, 2024; Form S-3 File No. 333-277951 filed March 14, 2024).

Key Details

• The Sales Agreement was originally dated November 5, 2019 and was amended on November 2, 2022 and November 2, 2023.
• The Sales Agreement counterparty is TD Securities (U.S.A.) LLC (f/k/a Cowen and Company, LLC).
• Allogene will not make any sales under the Sales Agreement unless and until a new prospectus or prospectus supplement is filed with the SEC.
• The 8-K clarifies it is not an offer to sell securities; any offering will be made only by a written prospectus meeting Securities Act requirements.

Why It Matters

• The company is seeking to raise capital via a traditional underwritten public offering rather than continuing to sell shares under its existing Sales Agreement.
• For investors, a new public offering can increase the company’s shares outstanding if shares are sold, which may dilute existing holders; the suspension of the Sales Agreement pauses its prior at‑the‑market style sales while the underwritten offering is pursued.
• Watch for the formal prospectus or prospectus supplement filing and offering details (size, price range, use of proceeds) to assess the potential impact on share count and valuation.