Allogene Therapeutics, Inc. 8-K

What Happened

• Allogene Therapeutics, Inc. (ALLO) filed an 8-K reporting results of its June 18, 2026 Annual Meeting and a June 22, 2026 prospectus supplement. Stockholders approved a Certificate of Amendment to increase authorized common shares from 400,000,000 to 800,000,000 (filed and effective June 18, 2026). The company also filed a prospectus supplement to permit sales of up to $135.0 million of common stock under its existing Sales Agreement with TD Securities (U.S.A.) LLC.

Key Details

• Authorized shares: Amendment approved to increase common stock authorization from 400,000,000 to 800,000,000; amendment filed with Delaware on June 18, 2026.
• Directors elected: Three Class II directors elected to serve until 2029 — Deborah Messemer (~202.3M votes FOR), Vicki Sato, Ph.D. (~202.3M votes FOR), and Owen Witte, M.D. (~189.3M votes FOR). (Vote counts include votes withheld and broker non-votes.)
• Say-on-pay & frequency: Advisory approval of named executive officer compensation (213,098,167 FOR) and stockholders voted to hold future advisory pay votes annually (224,054,368 for 1-year option). Board will hold say-on-pay votes every year.
• Financing capacity: Prospectus supplement filed June 22, 2026 to enable up to $135.0M in at-the-market (ATM) sales under the Sales Agreement with TD Securities; legal opinion from Cooley LLP included as Exhibit 5.1.

Why It Matters

• The increase in authorized shares gives Allogene legal capacity to issue more stock (for financings, equity plans, M&A, etc.), which can enable raising capital but may also lead to dilution if shares are issued.
• The filed prospectus supplement and existing Sales Agreement mean the company can sell up to $135M of common stock into the market as needed, providing near-term financing flexibility.
• Re-election of the Board slate and ratification of the auditor (Ernst & Young LLP) maintain continuity in governance and audit oversight; the annual say-on-pay result signals ongoing shareholder engagement on executive compensation.

Keywords: annual meeting, authorized shares, certificate amendment, at-the-market (ATM), prospectus supplement, directors elected, say-on-pay, financing.