Allogene Therapeutics, Inc. 8-K

What Happened
Allogene Therapeutics announced on May 13, 2026 that it has terminated its Exclusive License Agreement with Overland Therapeutics (the “Overland Parties”), effective as of the Termination Agreement date, and amended its shareholders’ agreement with Overland. The original License Agreement (dec. 14, 2020; amended May 24, 2024) covered allogeneic CAR T therapies for BCMA, CD70, FLT3 and DLL3 in greater China, Taiwan, South Korea and Singapore. Allogene previously received $40.0 million upfront plus $79.0 million in Overland preferred shares, and had been eligible for up to $40.0 million in regulatory milestones and a flat mid‑single‑digit royalty. No termination payments were made. Following the surrender of a portion of its Overland equity, Allogene expects to hold approximately 3% of Overland on an as‑converted, fully diluted basis. Separately, Allogene filed a press release (Exhibit 99.1) providing its financial results for the quarter ended March 31, 2026.

Key Details

• Termination effective May 13, 2026; License Agreement terminated in its entirety subject to customary survival provisions.
• Historical consideration received under the License Agreement: $40.0M cash upfront + $79.0M non‑cash in Overland preferred shares.
• Potential remaining deal economics that are discontinued: up to $40.0M of regulatory milestone payments and a flat mid‑single‑digit royalty on net sales in the licensed territory.
• Post‑termination equity: Allogene expects to hold ~3% of Overland on an as‑converted, fully diluted basis after surrendering part of its stake.
• Allogene provided its Q1 2026 (quarter ended March 31, 2026) financial results in a press release dated May 13, 2026 (Exhibit 99.1); the Termination Agreement and amended shareholders’ agreement will be filed as exhibits in the June 30, 2026 Form 10‑Q.

Why It Matters
For investors, the termination removes a previously contracted pathway for future milestone payments and royalties tied to Overland’s development and commercialization in Asia, and reduces Allogene’s equity exposure in Overland to roughly 3%. That changes the company’s potential future revenue streams and upside from those programs; investors should review the Q1 2026 press release (Exhibit 99.1) and monitor Allogene’s upcoming 10‑Q for the filed agreements and any related financial impacts.