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| CIK | 1806952 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Lyell Immunopharma, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| August 12, 2025 |
Offer Letter, by and between the Registrant and Mark Meltz, dated June 4, 2025 Exhibit 10.2 June 4, 2025 Mark Meltz Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Mark, I am very pleased to confirm our offer to you of employment as General Counsel at Lyell Immunopharma, Inc. (the “Company”). The opportunity to work with you to build one of the world’s great companies whose goal is nothing less than to develop curative therapies for cancer is one |
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| August 12, 2025 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the Second Quarter 2025 •Presented positive new clinical data demonstrating high rates of durable complete responses from the Phase 1/2 trial of LYL314 for the treatment of aggressive large B-cell lymphoma •Initiated the PiNACLE pivotal trial of LYL314 in patients with large B-cell lymphoma receiving treatment in |
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| August 12, 2025 |
As filed with the Securities and Exchange Commission on August 12, 2025 S-3 Table of Contents As filed with the Securities and Exchange Commission on August 12, 2025 Registration No. |
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| August 12, 2025 |
Calculation of Filing Fee Tables S-3 Lyell Immunopharma, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward In |
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| August 12, 2025 |
Form of Common Stock Certificate. Exhibit 4.1 NUMBER BB LI Lyell Lyell Immunopharma, Inc. LYELL IMMUNOPHARMA, INC. SHARES CUSIP 097702 10 4 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE PER SHARE, OF transferable on the books of the Corporation in person or by du |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 12, 2025 |
Offer Letter, by and between the Registrant and David R. Shook, dated June 3, 2025 Exhibit 10.1 June 3, 2025 David R, Shook, M.D. Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear David, I am very pleased to confirm our offer to you of employment as Chief Medical Officer at Lyell Immunopharma, Inc. (the “Company”). The opportunity to work with you to build one of the world’s great companies whose goal is nothing less than to develop curative therapies |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| July 31, 2025 |
PROSPECTUS Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-288769 PROSPECTUS 625,000 Shares of Common Stock This prospectus relates to the proposed resale from time to time by the selling stockholders identified in this prospectus of up to 625,000 shares of our common stock, par value $0.0001 per share. The shares of common stock registered for resale pursuant to this prospectus |
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| July 25, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 24, 2025, is made by and among LYELL IMMUNOPHARMA, INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS: A. The Company and the Purchase |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 25, 2025 |
Form of Pre-Funded Warrant to Purchase Common Stock EX-4.1 Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFE |
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| July 25, 2025 |
Lyell Immunopharma Announces up to $100 Million Equity Private Placement EX-99.1 Exhibit 99.1 Lyell Immunopharma Announces up to $100 Million Equity Private Placement SOUTH SAN FRANCISCO, Calif., July 25, 2025 — Lyell Immunopharma, Inc. (Nasdaq: LYEL), a clinical-stage company advancing next-generation CAR T-cell therapies for patients with cancer, today announced that it has entered into a securities purchase agreement for a private placement with certain institutiona |
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| July 18, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Lyell Immunopharma, Inc. |
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| July 18, 2025 |
As filed with the Securities and Exchange Commission on July 18, 2025 Table of Contents As filed with the Securities and Exchange Commission on July 18, 2025 Registration No. |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 28, 2025 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LYELL IMMUNOPHARMA, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Lyell Immunopharma, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”) |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 13, 2025 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the First Quarter 2025 •Presenting new clinical data from Phase 1/2 multi-center clinical trial of LYL314, a next-generation dual‑targeting CD19/CD20 CAR T-cell product candidate for the treatment of relapsed and/or refractory large B‑cell lymphoma at the 18th International Conference on Malignant Lymphoma. •Rece |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| May 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 21, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t |
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| April 10, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of th |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 11, 2025 |
Exhibit 10.22 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSE AGREEMENT This exclusive license agreement (“Agreement”) is made effective February 18, 2021 (“Effective Date”), by and between The Regents of the University of California, a California |
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| March 11, 2025 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the Fourth Quarter and Full Year 2024 •Acquired ImmPACT Bio and strengthened clinical pipeline with the addition of IMPT-314, a next-generation dual-targeting CD19/CD20 CAR T-cell product candidate for the treatment of aggressive large B-cell lymphoma (LBCL) •Presented positive initial data from Phase 1 multi-cen |
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| March 11, 2025 |
yell Immunopharma, Inc. Insider Trading Exhibit 19.1 Lyell Immunopharma, Inc. Insider Trading Policy Adopted by the Board of Directors: April 19, 2021 Last Amended by the Board of Directors: December 11, 2024 Introduction During the course of your relationship with Lyell Immunopharma, Inc. (“Lyell”), you may receive material information that is not yet publicly available (“material nonpublic information”) about Lyell or other publicly t |
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| March 11, 2025 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLES Form S-8 Lyell Immunopharma, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per share, reserved for issuance pursuant |
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| March 11, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-405 |
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| March 11, 2025 |
As filed with the Securities and Exchange Commission on March 11, 2025 As filed with the Securities and Exchange Commission on March 11, 2025 Registration No. |
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| February 14, 2025 |
Exhibit 1 AGREEMENT Pursuant to Rule 13d-1-(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Lyell Immunopharma, Inc. |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissi |
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| January 10, 2025 |
IMMPACT BIO USA, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 IMMPACT BIO USA, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Unaudited Condensed Consolidated Financial Statements as of and for the Nine Months Ended September 30, 2024 PAGE Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statement of Operations and Comprehensive Loss 3 Condensed Consolidated Statement of Convertible Preferred Stock and Stockholders’ Deficit 4 Cond |
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| January 10, 2025 |
IMMPACT BIO USA, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 IMMPACT BIO USA, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Independent Auditor’s Report 2 Consolidated Balance Sheets 4 Consolidated Statement of Operations and Comprehensive Loss 5 Consolidated Statement of Convertible Preferred Stock and Stockholders’ Deficit 6 Consolidated Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 1 Exhibit 99.1 INDEPENDE |
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| January 10, 2025 |
Lyell Immunopharma, Inc. Unaudited Pro Forma Condensed Combined Financial Information Exhibit 99.3 Lyell Immunopharma, Inc. Unaudited Pro Forma Condensed Combined Financial Information Summary of Transaction On October 31, 2024 (the “Closing Date”), Lyell Immunopharma, Inc., a Delaware corporation (the “Company” or “Lyell”), completed its previously announced acquisition (the “Acquisition”) of ImmPACT Bio USA Inc., a Delaware corporation (“ImmPACT”), pursuant to the Agreement and P |
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| January 10, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Inco |
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| December 10, 2024 |
Lyell Presents Positive Initial Clinical Data from the Phase Exhibit 99.1 Lyell Presents Positive Initial Clinical Data from the Phase 1-2 Clinical Trial of IMPT-314 for the Treatment of B-cell Lymphoma at the 2024 ASH Annual Meeting • Objective response rate (ORR) of 94% and a complete response (CR) rate of 71% demonstrated after IMPT-314 treatment in CAR T-naïve patients with large B-cell lymphoma who had received at least 2 prior lines of therapy • Manag |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissi |
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| December 9, 2024 |
PROSPECTUS Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-283533 PROSPECTUS 37,499,981 Shares of Common Stock This prospectus relates to the proposed resale from time to time by the selling stockholders identified in this prospectus of up to 37,499,981 shares of our common stock, par value $0.0001 per share. The shares of common stock registered for resale pursuant to this prospectus |
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| December 3, 2024 |
LYELL IMMUNOPHARMA, INC. 201 Haskins Way South San Francisco, California 94080 (650) 695-0677 LYELL IMMUNOPHARMA, INC. 201 Haskins Way South San Francisco, California 94080 (650) 695-0677 December 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Tim Buchmiller RE: Lyell Immunopharma, Inc. (the “Company”) Registration Statement on Form S-3 File No. 333-283533 Dear Mr. Buchmiller: P |
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| November 29, 2024 |
Calculation of Filing Fee Tables Form S-3 (Form Type) Lyell Immunopharma, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
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| November 29, 2024 |
As filed with the Securities and Exchange Commission on November 29, 2024 As filed with the Securities and Exchange Commission on November 29, 2024 Registration No. |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| November 7, 2024 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the Third Quarter 2024 •Acquired ImmPACT Bio and strengthened clinical pipeline with the addition of IMPT-314, a dual-targeting CD19/CD20 CAR T-cell product candidate with strong Phase 1 clinical data in patients with aggressive relapsed/refractory B-cell non-Hodgkin’s lymphoma •Presenting initial data from Phase |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 31, 2024 |
LYEL / Lyell Immunopharma, Inc. / Foresite Capital Fund IV, L.P. - SC 13G Passive Investment SC 13G 1 tm2427216d1sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Lyell Immunopharma, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 55083R104 (CUSI |
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| October 31, 2024 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT by and among LYELL IMMUNOPHARMA, INC., EACH OF THE SELLERS PARTY HERETO and WT REPRESENTATIVE LLC, solely in its capacity as the Representative of the Sellers October 31, 2024 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2024, by and among Lyell Immunopharma, Inc., a Delawar |
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| October 31, 2024 |
Lyell Immunopharma Completes Acquisition of ImmPACT Bio Exhibit 99.1 Lyell Immunopharma Completes Acquisition of ImmPACT Bio • Acquisition strengthens Lyell’s clinical pipeline with the addition of IMPT-314, a dual-targeting CD19/CD20 CAR T-cell product candidate expected to initiate pivotal development in 2025 in patients in the 3rd line setting with B-cell non-Hodgkin lymphoma who have not yet been exposed to CAR T-cell therapy • Sumant Ramachandra, |
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| October 24, 2024 |
Exhibit 99.1 Lyell Immunopharma to Acquire ImmPACT Bio and Prioritizes its Pipeline to Focus on Next-Generation CAR T-cell Therapies • Strengthens Lyell’s clinical pipeline with the addition of IMPT-314, a dual-targeting CD19/CD20 CAR T-cell product candidate • Data from ImmPACT’s multi-center Phase 1-2 clinical trial of IMPT-314 in patients with large B-cell lymphoma treated in the 3rd line CAR-n |
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| October 24, 2024 |
Exhibit 2.1 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AGREEMENT AND PLAN OF MERGER by and among IMMPACT BIO USA INC., LYELL IMMUNOPHARMA, INC., INSPIRE MERGER SUB INC. and WT REPRESENTATIVE LLC, solely in its capacity as the Representative October 24, 2024 Ta |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| August 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 7, 2024 |
Lyell Immunopharma, Inc. Non-Employee Director Compensation Policy. Exhibit 10.1 Lyell Immunopharma, Inc. Non-Employee Director Compensation Policy Adopted by the Board of Directors: November 11, 2019 Last Amended and Restated: April 24, 2024, to be effective June 14, 2024 Effective Date: June 14, 2024 Each member of the Board of Directors (the “Board”) of Lyell Immunopharma, Inc. (the “Company”) who is a non- employee director of the Company (each such member, an |
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| August 7, 2024 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the Second Quarter 2024 •Reported dose-dependent antitumor clinical activity in patients with relapsed/refractory triple-negative breast cancer from the Phase 1 trial of LYL797, a ROR1-targeted Chimeric Antigen Receptor (CAR) T‑cell product candidate enhanced with proprietary anti-exhaustion technology; 40% objec |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 26, 2024 |
EX-99.1 Exhibit 99.1 Lyell Immunopharma Reports Dose-dependent Clinical Activity from Phase 1 Trial of LYL797, a ROR1-targeted CAR-T Cell Product Candidate Enhanced with its Proprietary Anti-exhaustion Technology • Dose-dependent antitumor clinical activity in ROR1+ relapsed/refractory triple-negative breast cancer; 40% objective response rate and 60% clinical benefit rate at the highest dose clea |
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| June 26, 2024 |
EX-99.2 Exhibit 99.2 Initial Clinical and Translational Data from Phase 1 Trial of LYL797, an Enhanced ROR1-targeted CAR-T Cell Product Candidate June 26, 2024 1 Forward Looking Statements Certain matters discussed in this presentation are “forward-looking statements” of Lyell Immunopharma, Inc. (hereinafter referred to as the “Company,” “we,” “us,” or “our”) within the meaning of the Private Secu |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| May 6, 2024 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the First Quarter 2024 •Expect to share initial clinical and translational data from the Phase 1 trial of LYL797, a ROR1-targeted CAR T‑cell product candidate, this quarter •On track to report initial clinical data from the Phase 1 trial of LYL845, an epigenetically enhanced TIL product candidate, in the second h |
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| May 6, 2024 |
424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Reg. No. 333-277495 PROSPECTUS SUPPLEMENT (To prospectus dated May 3, 2024) $150,000,000 Common Stock We have entered into a sales agreement (the Sales Agreement) with Cowen and Company, LLC (TD Cowen), relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 1, 2024 |
LYELL IMMUNOPHARMA, INC. 201 Haskins Way South San Francisco, California 94080 LYELL IMMUNOPHARMA, INC. 201 Haskins Way South San Francisco, California 94080 VIA EDGAR May 1, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Tamika Sheppard Re: Lyell Immunopharma, Inc. Registration Statement on Form S-3 File No. 333-277495 Acceleration Request Requested D |
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| April 22, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| February 29, 2024 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate Exhibit 4.8 LYELL IMMUNOPHARMA, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF LYELL IMMUNOPHARMA, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and |
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| February 29, 2024 |
Form of Common Stock Warrant Agreement and Warrant Certificate Exhibit 4.7 LYELL IMMUNOPHARMA, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF LYELL IMMUNOPHARMA, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing |
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| February 29, 2024 |
As filed with the Securities and Exchange Commission on February 28, 2024 S-8 As filed with the Securities and Exchange Commission on February 28, 2024 Registration No. |
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| February 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Lyell Immunopharma, Inc. |
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| February 29, 2024 |
Form of Debt Securities Warrant Agreement and Warrant Certificate Exhibit 4.9 LYELL IMMUNOPHARMA, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF LYELL IMMUNOPHARMA, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and |
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| February 29, 2024 |
As filed with the Securities and Exchange Commission on February 28, 2024 Table of Contents As filed with the Securities and Exchange Commission on February 28, 2024 Registration No. |
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| February 29, 2024 |
Sales Agreement dated February 28, 2024, among the Registrant and Cowen and Company, LLC Exhibit 1.2 LYELL IMMUNOPHARMA, INC. $150,000,000 SALES AGREEMENT February 28, 2024 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to |
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| February 29, 2024 |
Exhibit 4.5 LYELL IMMUNOPHARMA, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20[•] Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 |
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| February 29, 2024 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLES Form S-8 Lyell Immunopharma, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per share, reserved for issuance pursuant |
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| February 28, 2024 |
ffer Letter by and between the Registrant and Gary Lee, dated Nove Exhibit 10.16 November 24, 2021 Gary Lee Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Gary: I am very pleased to confirm our offer to you of employment with Lyell Immunopharma, Inc. (the “Company”). The opportunity to work with you to build one of the world’s great companies whose goal is nothing less than to develop curative therapies for solid tumors is one I am t |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-405 |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 28, 2024 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the Fourth Quarter and Full Year 2023 •On track to report initial clinical and translational data from lead CAR T-cell and TIL product candidates in 2024 •Received Orphan Drug Designation for LYL845 for the treatment of melanoma •Expect to submit IND for second generation ROR1-targeted CAR T-cell product in the f |
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| February 28, 2024 |
Incentive Compensation Recoupment Policy dated September 6, 2023. Exhibit 97.1 Lyell Immunopharma, Inc. Incentive Compensation Recoupment Policy Adopted by the Compensation Committee of the Board of Directors: September 9, 2023 1.Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the C |
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| February 14, 2024 |
SC 13G/A 1 arch-sch13g18793.htm ARCH VENTURE FUND IX, L.P. - LYELL IMMUNOPHARMA - SCH 13G/A(#1) UNITED STATES 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 par value $0.0001 per share (Title of Class of Securities) 55083R 104 (CUSIP Number) December 31, 2023 |
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| February 13, 2024 |
LYEL / Lyell Immunopharma, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01376-lyellimmunopharmainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Lyell Immunopharma Inc Title of Class of Securities: Common Stock CUSIP Number: 55083R104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 7, 2023 |
Lyell Immunopharma, Inc. Non-Employee Director Compensation Policy. Exhibit 10.2 Lyell Immunopharma, Inc. Non-Employee Director Compensation Policy Adopted and Effective: November 11, 2019 Last Amended and Restated: September 6, 2023 Each member of the Board of Directors (the “Board”) of Lyell Immunopharma, Inc. (the “Company”) who is a non-employee director of the Company (each such member, an “Eligible Director”) will receive the compensation described in this N |
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| November 7, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF LYELL IMMUNOPHARMA, INC. (A DELAWARE CORPORATION) June 21, 2021 (as amended November 3, 2023) Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS' MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings. 1 Section |
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| November 7, 2023 |
Offer Letter by and between the Registrant and Matthew Lang, dated May 12, 2023. Exhibit 10.1 May 12, 2023 Matthew Lang Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Matt, I am very pleased to confirm our offer to you of employment as Chief Business Officer of Lyell Immunopharma, Inc. (the "Company"). The opportunity to work with you to build one of the world’s great companies whose goal is nothing less than to develop curative therapies for soli |
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| November 7, 2023 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the Third Quarter 2023 •Extended funding of operations into 2027 by prioritizing investment in core clinical candidates and research platform value drivers as well as de-prioritizing selected early-stage research programs •Remain on track to release initial clinical data from two clinical-stage product candidates |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| September 11, 2023 |
EX-99.1 Exhibit 99.1 DRAFT JPM22 Updated 12-14-21 Lyell Immunopharma September 11, 2023 Forward-looking statements Certain matters discussed in this presentation are “forward-looking statements” of Lyell Immunopharma, Inc, Inc. (hereinafter referred to as the “Company,” “we,” “us,” or “our”) within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All such written |
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| September 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 8, 2023 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the Second Quarter 2023 •Cash, cash equivalents and marketable securities of $632.7 million as of June 30, 2023 support advancing multiple product candidates through key clinical milestones •Remain on track for initial clinical data from two lead product candidates in 2024 •Further strengthened executive leadersh |
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| August 8, 2023 |
effective June 24, 2023, by and among the Exhibit 10.1 RELEASE AND SEPARATION AGREEMENT This Release and Separation Agreement (this “Agreement”) is made and entered into by and between Lyell Immunopharma, Inc. (the “Company”), and the undersigned employee (“Employee”). All capitalized terms used in this Agreement that are not defined herein shall have the same respective meanings as set forth in the Lyell Immunopharma, Inc. Officer Severa |
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| June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 Lyell Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40502 83-1300510 (State or other jurisdiction of incorporation) (Commission F |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 4, 2023 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the First Quarter 2023 •Two phase 1 clinical trials recruiting patients at 14 sites across the US; nine sites for LYL797, a ROR-1-targeted chimeric antigen receptor T cell (CAR-T) product candidate, and five sites for LYL845, a tumor infiltrating lymphocyte (TIL) product candidate •Cash, cash equivalents and mark |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| April 27, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| February 28, 2023 |
Power of Attorney (included on the signature page of this registration statement). S-8 As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. |
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| February 28, 2023 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description is a description of the common stock, $0.0001 par value per share (“Common Stock”) of Lyell Immunopharma, Inc. (the “Company,” “we,” “our”, or “us”) which is the only security of the Company registered pursuant to Section 12 of the Securities Exc |
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| February 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-405 |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 28, 2023 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 Lyell Immunopharma, Inc. |
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| February 28, 2023 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Business Highlights and Financial Results for the Fourth Quarter and Full Year 2022 •Cash, cash equivalents and marketable securities of $710.3 million as of December 31, 2022 supports advancing robust pipeline into 2026, through multiple clinical milestones •Phase 1 clinical trials initiated for two wholly-owned product candidates for the treatment of solid |
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| February 13, 2023 |
LYEL / Lyell Immunopharma, Inc. / Foresite Capital Fund IV, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm236260d3sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Lyell Immunopharma, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 55083R104 |
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| February 9, 2023 |
LYEL / Lyell Immunopharma, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Lyell Immunopharma Inc. Title of Class of Securities: Common Stock CUSIP Number: 55083R104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ |
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| December 16, 2022 |
Lyell Immunopharma Appoints Lynn Seely, MD as President and Chief Executive Officer EXHIBIT 99.1 Lyell Immunopharma Appoints Lynn Seely, MD as President and Chief Executive Officer SOUTH SAN FRANCISCO, Calif., Dec. 15, 2022 ? Lyell Immunopharma, Inc. (Nasdaq: LYEL), a clinical-stage T-cell reprogramming company dedicated to developing curative cell therapies for patients with solid tumors, announced that Lynn Seely, MD, a member of the company?s board and former president and chi |
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| December 16, 2022 |
EXHIBIT 10.1 SEPARATION, TRANSITION AND GENERAL RELEASE AGREEMENT THIS SEPARATION, TRANSITION AND GENERAL RELEASE AGREEMENT (the ?Agreement?) is entered into as of the last date on the signature page hereto by and between Lyell Immunopharma, Inc., a Delaware corporation (the ?Company?), and Liz Homans (?you?) (together, the ?Parties?). R E C I T A L S WHEREAS, you are employed by the Company in th |
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| December 16, 2022 |
Offer Letter, by and between the Registrant and Lynn Seely, dated December 14, 2022 EXHIBIT 10.2 December 14, 2022 Lynn Seely, M.D. Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Lynn: I am very pleased to confirm our offer to you of employment as President and Chief Executive Officer (?CEO?) of Lyell Immunopharma, Inc. (the ?Company?). Your proposed start date as President and CEO is December 15, 2022 (the ?Effective Date?). You will be based out of |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 Lyell Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40502 83-1300510 (State or other jurisdiction of incorporation) (Commiss |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| November 8, 2022 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Recent Business Highlights and Third Quarter Financial Results ?Investigational New Drug (IND) application clearance of LYL845 advances second wholly owned product candidate into clinical development ?Cash, cash equivalents and marketable securities of $750.7 million as of September 30, 2022; extends funding into 2026 and supports advancement of multiple pro |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 8, 2022 |
Offer Letter by and between the Registrant and Rahsaan Exhibit 10.2 September 12, 2022 Rahsaan W. Thompson Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Rahsaan: I am very pleased to confirm our offer to you of employment with Lyell Immunopharma, Inc. (the ?Company?). The opportunity to work with you to build one of the world?s great companies whose goal is nothing less than to develop curative therapies for solid tumors |
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| October 24, 2022 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 6, 2022 |
Exhibit 99.1 Lyell Immunopharma Announces FDA Clearance of its IND for LYL845, a TIL Product Candidate Enhanced with its Novel Epigenetic Reprogramming Technology for Solid Tumors ? Autologous TIL therapy enhanced with Lyell?s Epi-R? reprogramming technology designed to create polyclonal T cell populations with properties of durable stemness and improved function ? Phase 1 trial to initially enrol |
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| August 4, 2022 |
Form of Debt Securities Warrant Agreement and Warrant Certificate Exhibit 4.8 LYELL IMMUNOPHARMA, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF LYELL IMMUNOPHARMA, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between LYELL IMMUNOPHARMA, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and |
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| August 4, 2022 |
EX-FILING FEES 9 d336653dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Lyell Immunopharma, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Ag |
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| August 4, 2022 |
Exhibit 4.4 LYELL IMMUNOPHARMA, INC. AND , AS TRUSTEE FORM OF INDENTURE DATED AS OF Debt Securities LYELL IMMUNOPHARMA, INC. FORM OF INDENTURE THIS INDENTURE, dated as of [?], between LYELL IMMUNOPHARMA, INC., a Delaware corporation (the ?Company?), and [TRUSTEE], as trustee (the ?Trustee?): WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of t |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| August 4, 2022 |
As filed with the Securities and Exchange Commission on August 4, 2022 Table of Contents As filed with the Securities and Exchange Commission on August 4, 2022 Registration No. |
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| August 4, 2022 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Second Quarter Financial Results and Business Highlights ?Cash, cash equivalents and marketable securities of $787.0 million as of June 30, 2022 provides funding into 2025 and supports advancement of multiple product candidates through key clinical milestones SOUTH SAN FRANCISCO, Calif., August 4, 2022 - Lyell Immunopharma, Inc. (Lyell) (Nasdaq: LYEL), a cli |
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| August 4, 2022 |
Exhibit 1.2 LYELL IMMUNOPHARMA, INC. Common Stock ($0.0001 par value) Having an Aggregate Offering Price of up to $200,000,000 Equity Distribution Agreement August 4, 2022 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 BofA Securities, Inc. One Bryant Park New York, NY 10036 Ladies and Gentlemen: Lyell Immunopharma, Inc., a Delaware corporation (the ?Company?) confirms its agreem |
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| August 4, 2022 |
Form of Common Stock Warrant Agreement and Warrant Certificate Exhibit 4.6 LYELL IMMUNOPHARMA, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF LYELL IMMUNOPHARMA, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between LYELL IMMUNOPHARMA, INC. a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing |
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| August 4, 2022 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate Exhibit 4.7 LYELL IMMUNOPHARMA, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF LYELL IMMUNOPHARMA, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between LYELL IMMUNOPHARMA, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 4, 2022 |
Exhibit 10.2 Lyell Immunopharma, Inc. Notice and Acceptance of Amendment to Stock Options (Extension of Options Exercise Period) August 4, 2022 Elizabeth Homans Dear Liz, I am pleased to inform you that the Compensation Committee of the Board of Directors of Lyell Immunopharma, Inc. (the ?Company?) approved an amendment to the stock options granted to you under the Company?s 2018 Equity Incentive |
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| June 13, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 10, 2022 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports First Quarter Financial Results and Business Highlights ?Cash, cash equivalents and marketable securities of $838 million as of March 31, 2022 supports advancing a robust cell therapy pipeline ?Research highlighting novel reprogramming technologies designed to overcome barriers to successful adoptive cell therapy in solid tumors presented at multiple scienti |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 10, 2022 |
Severance Waiver by and between the Registrant and Stephen Hill, dated April 19, 2022. Exhibit 10.1 CERTIFICATION PURSUANT TO SEVERANCE WAIVER THIS SEVERANCE WAIVER (the ?Agreement?) is made and entered into by and between Stephen Hill (?Executive?) and Lyell Immunopharma, Inc. (the ?Company?), effective as of April 19, 2022. Whereas, the Company and Executive previously entered into an offer of employment letter dated May 14, 2019 (the ?Offer Letter?), which governs the terms of Ex |
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| April 28, 2022 |
DEF 14A 1 edge20001347x1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| March 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-405 |
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| March 29, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 Lyell Immunopharma, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per share, reserved for issuance pursuant |
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| March 29, 2022 |
As filed with the Securities and Exchange Commission on March 29, 2022 As filed with the Securities and Exchange Commission on March 29, 2022 Registration No. |
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| March 29, 2022 |
Lyell Immunopharma, Inc. Officer Severance Plan. Exhibit 10.8 LYELL IMMUNOPHARMA, INC. OFFICER SEVERANCE PLAN (As Amended and Restated February 11, 2022) The Lyell Immunopharma, Inc. Officer Severance Plan was established as of the Effective Date and is amended and restated effective as of February 11, 2022. The purpose of the Plan is to provide severance and/or accelerated vesting benefits to certain eligible employees of Lyell Immunopharma, In |
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| March 29, 2022 |
Lyell Immunopharma, Inc. Unaudited Selected Consolidated Financial Data (in thousands) Exhibit 99.1 Lyell Immunopharma Reports Fourth Quarter and Full Year 2021 Financial Results and Business Highlights ?Cash, cash equivalents and marketable securities of $898 million as of December 31, 2021 supports advancing multi-modality cell therapy pipeline ?Clinical development commencing for two programs that incorporate Lyell?s novel reprogramming technologies SOUTH SAN FRANCISCO, Calif., M |
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| March 29, 2022 |
Exhibit 10.16 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Second Amendment to the Collaboration and License Agreement between Lyell Immunopharma, Inc. and GlaxoSmithKline Intellectual Property (No.5) Limited [*] This Second Amendment to the Collaboration and Li |
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| March 29, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2022 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2022 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 14, 2022 |
LYEL / Lyell Immunopharma, Inc. / MWG Management Ltd. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LYELL IMMUNOPHARMA, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 55083R104 (CUSIP Number) DECEMBER 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 14, 2022 |
LYEL / Lyell Immunopharma, Inc. / NEWTON (PTC) Ltd - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LYELL IMMUNOPHARMA, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 55083R104 (CUSIP Number) DECEMBER 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ???)* Lyell Immunopharma, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 55083R 104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| February 11, 2022 |
LYEL / Lyell Immunopharma, Inc. / Foresite Capital Fund IV, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Lyell Immunopharma, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 55083R104 (CUSIP Number) December 31, 2021 (Date of |
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| February 10, 2022 |
LYEL / Lyell Immunopharma, Inc. / GLAXOSMITHKLINE PLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 LYELL IMMUNOPHARMA, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) December 31, 2021 55083R 10 4 (CUSIP Number) (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| December 17, 2021 |
Lyell Immunopharma Announces cGMP Qualification of LyFE Exhibit 99.1 Lyell Immunopharma Announces cGMP Qualification of LyFE? Manufacturing Center in Advance of Initiating Clinical Programs ? Lyell?s cGMP-compliant manufacturing facility, is designed to produce cell products at scale for upcoming clinical trials across its CAR, TIL and TCR programs ? LyFE Manufacturing Center integrates digital data analytics into processes for real-time production mon |
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| December 17, 2021 |
Lyell Immunopharma Announces FDA Clearance of its IND for LYL797, a CAR Exhibit 99.2 Lyell Immunopharma Announces FDA Clearance of its IND for LYL797, a CAR T-Cell Therapy Incorporating Novel Reprogramming Technologies for Solid Tumors ? Expects to begin screening patients for the Phase 1 clinical trial by the end of the first quarter; initial data presentation expected in 2023 ? ROR1-targeted CAR T-cell therapy designed to overcome T-cell exhaustion and promote durab |
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| December 17, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-3006753 (State or Other Jurisdiction of Incorporation) (Commiss |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-3006753 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-3006753 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| November 12, 2021 |
Exhibit 99.1 Lyell Immunopharma Reports Third Quarter 2021 Financial Results and Business Highlights ? Cash and investments of $936.4 million as of September 30, 2021 supports advancing multi-modality cell therapy pipeline SOUTH SAN FRANCISCO, Calif., Nov 12, 2021 - Lyell Immunopharma, Inc. (Lyell), (Nasdaq: LYEL), a T cell reprogramming company dedicated to the mastery of T cells to cure patients |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2021 LYELL IMMUNOPHARMA, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2021 LYELL IMMUNOPHARMA, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of In |
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| September 30, 2021 |
Dear Colleagues and Stockholders: Exhibit 99.1 Dear Colleagues and Stockholders: I am writing to let you know that I am taking a temporary medical leave of absence from Lyell as a result of a recent health situation. I expect to make a full recovery and to return in early 2022. I want to personally thank all Lyellites for the incredible work they are doing to advance the ambitious and important mission of Lyell. I?d also like to t |
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| September 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2021 LYELL IMMUNOPHARMA, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-1300510 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 12, 2021 |
Exhibit 99.1 Lyell Immunopharma Reports Second Quarter 2021 Financial Results and Business Highlights ? Achieved operational readiness of state-of-the-art LyFE manufacturing facility to support multiple clinical trials ? Cash, cash equivalents and marketable securities of $974.8 million as of June 30, 2021 includes $391.8 million in net proceeds from initial public offering SOUTH SAN FRANCISCO, Ca |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 Lyell Immunopharma, Inc. |
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| August 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 Lyell Immunopharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40502 83-3006753 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 21, 2021 |
Amended and Restated Certificate of Incorporation. Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LYELL IMMUNOPHARMA, INC. Lyell Immunopharma, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of the Delaware (the ?DGCL?), hereby certifies that: ONE: The name of this corporation is Lyell Immunopharma, Inc. The date of filing the original Certificate of Incorporation of this |
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| June 21, 2021 |
Exhibit 4.2 AMENDED AND RESTATED BYLAWS OF LYELL IMMUNOPHARMA, INC. (A DELAWARE CORPORATION) June 21, 2021 Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 6 Section 7 |
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| June 21, 2021 |
Lyell Immunopharma, Inc. 2021 Employee Stock Purchase Plan. Exhibit 99.6 LYELL IMMUNOPHARMA, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 8, 2021 APPROVED BY THE STOCKHOLDERS: JUNE 15, 2021 IPO DATE: JUNE 16, 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company |
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| June 21, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 21, 2021 As filed with the U.S. Securities and Exchange Commission on June 21, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lyell Immunopharma, Inc. (Exact name of Registrant as specified in its charter) Delaware 83-1300510 (State or other jurisdiction of Incorporation or organization) (I. |
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| June 21, 2021 |
Lyell Immunopharma, Inc. 2021 Equity Incentive Plan. Exhibit 99.3 LYELL IMMUNOPHARMA, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 8, 2021 APPROVED BY THE STOCKHOLDERS: JUNE 15, 2021 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) the Prior Plan?s Availab |
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| June 18, 2021 |
25,000,000 shares Common Stock 424B4 1 d168165d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-256470 25,000,000 shares Common Stock This is an initial public offering of shares of common stock of Lyell Immunopharma, Inc. We are offering 25,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of |
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| June 14, 2021 |
LYELL IMMUNOPHARMA, INC. 400 East Jamie Court, Suite 301 South San Francisco, California 94080 LYELL IMMUNOPHARMA, INC. 400 East Jamie Court, Suite 301 South San Francisco, California 94080 June 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Thomas Kluck and Laura Crotty Re: Lyell Immunopharma, Inc. Registration Statement on Form S-1, as amended (File No. 333-256470) Request for Acceleration of Effec |
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| June 14, 2021 |
8-A12B 1 d152418d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Lyell Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 83-1300510 (State of Incorporation or Organization) (I.R.S. Employer Ident |
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| June 14, 2021 |
June 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Thomas Kluck Laura Crotty Re: Lyell Immunopharma, Inc. Registration Statement on Form S-1, as amended (File No. 333-256470) Acceleration Request Requested Date: Wednesday, June 16, 2021 Requested Time: 4:00 P.M. Eastern Time Ladies |
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| June 9, 2021 |
Lyell Immunopharma, Inc. 2021 Equity Incentive Plan. Exhibit 10.3 LYELL IMMUNOPHARMA, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE [], 2021 APPROVED BY THE STOCKHOLDERS: JUNE [], 2021 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) the Prior Plan?s Availa |
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| June 9, 2021 |
Form of Common Stock Certificate. Exhibit 4.1 NUMBER BB LI Lyell Lyell Immunopharma, Inc. LYELL IMMUNOPHARMA, INC. SHARES CUSIP 097702 10 4 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE PER SHARE, OF transferable on the books of the Corporation in person or by du |
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| June 9, 2021 |
Lyell Immunopharma, Inc. 2021 Employee Stock Purchase Plan. Exhibit 10.6 LYELL IMMUNOPHARMA, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE [], 2021 APPROVED BY THE STOCKHOLDERS: JUNE [], 2021 IPO DATE: JUNE [], 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company |
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| June 9, 2021 |
Table of Contents As filed with to the Securities and Exchange Commission on June 9, 2021. |
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| June 9, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LYELL IMMUNOPHARMA, INC. Lyell Immunopharma, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of the Delaware (the ?DGCL?), hereby certifies that: ONE: The name of this corporation is Lyell Immunopharma, Inc. The date of filing the original Certificate of Incorporation of this |
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| June 9, 2021 |
Exhibit 10.4 LYELL IMMUNOPHARMA, INC. GLOBAL STOCK OPTION GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Lyell Immunopharma, Inc. (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and conditions as set forth |
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| June 9, 2021 |
Lyell Immunopharma, Inc. 2021 Non-Employee Director Compensation Policy. Exhibit 10.7 Lyell Immunopharma, Inc. Non-Employee Director Compensation Policy Adopted and Effective: November 11, 2019 Amended and Restated Effective: [], 2021 Each member of the Board of Directors (the ?Board?) of Lyell Immunopharma, Inc. (the ?Company?) who is a non-employee director of the Company (each such member, an ?Eligible Director?) will receive the compensation described in this Non-E |
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| June 9, 2021 |
Form of Amended and Restated Bylaws, to be in effect immediately after the closing of the offering. Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF LYELL IMMUNOPHARMA, INC. (A DELAWARE CORPORATION) June [?], 2021 Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 6 Section |
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| June 9, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Lyell Immunopharma, Inc. Common Stock Underwriting Agreement , 2021 Goldman Sachs & Co. LLC BofA Securities, Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o BofA Securities, Inc. One Bryant Park New York, NY |
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| June 9, 2021 |
Exhibit 10.5 LYELL IMMUNOPHARMA, INC. GLOBAL RSU AWARD GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Lyell Immunopharma, Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company?s 2021 Equity Incentive |
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| June 9, 2021 |
Exhibit 10.15 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENT BETWEEN Lyell Immunopharma, Inc. AND GlaxoSmithKline Intellectual Property (No. 5) Limited [*] May 23, 2019 CONFIDENTIAL EXECUTION VERSION Table of Contents 1. DEFINIT |
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| June 7, 2021 |
David G. Peinsipp +1 415 693 2177 [email protected] June 7, 2021 Via EDGAR and Email U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Vanessa Robertson Jenn Do Thomas Kluck Laura Crotty Re: Lyell Immunopharma, Inc. Registration Statement on Form S-1 Filed May 25, 2021 File No. 333-256470 Ladies and Ge |
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| June 1, 2021 |
David G. Peinsipp +1 415 693 2177 [email protected] CONFIDENTIAL TREATMENT REQUESTED BY LYELL IMMUNOPHARMA, INC. June 1, 2021 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION SUBMITTED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDEN |
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| May 28, 2021 |
David G. Peinsipp +1 415 693 2177 [email protected] CONFIDENTIAL TREATMENT REQUESTED BY LYELL IMMUNOPHARMA, INC. May 28, 2021 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION SUBMITTED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDEN |
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| May 25, 2021 |
Exhibit 10.17 Lyell Immunopharma, Inc. 400 E. Jamie Court, Suite 301 South San Francisco, CA 94080 October 01, 2020 Stanford University Office of Technology Licensing 415 Broadway Street, 2nd Floor Redwood City, CA 94063 Re: Success Payment Commitment Ladies and Gentlemen: The Board of Trustees of the Leland Stanford Junior University, an institution of higher education having powers under the law |
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| May 25, 2021 |
Lyell Immunopharma, Inc. Officer Severance Plan. Exhibit 10.8 LYELL IMMUNOPHARMA, INC. OFFICER SEVERANCE PLAN The Lyell Immunopharma, Inc. Officer Severance Plan is established as of the Effective Date. The purpose of the Plan is to provide severance and/or accelerated vesting benefits to certain eligible employees of Lyell Immunopharma, Inc. who incur a Qualifying Termination as described herein. Except with respect to individually negotiated e |
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| May 25, 2021 |
Exhibit 10.22 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 15 day of August, 2019, between ARE-SAN FRANCISCO NO. 65, LLC, a Delaware limited liability company (?Landlord?), and LYELL IMMUNOPHARMA, INC., a Delaware corporation (?Tenant?). Building: That certain to-be-constructed 3-story building to be known as 201 Haskins Way, South San Francisco, California Premises: The entire |
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| May 25, 2021 |
Exhibit 10.21 LEASE by and between BMR-500 FAIRVIEW AVENUE LLC, a Delaware limited liability company, as Landlord, and LYELL IMMUNOPHARMA, INC., a Delaware corporation, as Tenant Table of Contents 1. Lease of Premises 1 2. Basic Lease Provisions 2 3. Term 5 4. Possession and Commencement Date 5 5. Condition of Premises 9 6. Rentable Area 10 7. Rent 10 8. Abatement 11 9. Operating Expenses 11 10. T |
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| May 25, 2021 |
Amended Offer Letter by and between the Registrant and Richard Klausner, dated July 23, 2020. Exhibit 10.10 July 23, 2020 Richard Klausner Electronic delivery Re: Amended Offer of Employment by Lyell Immunopharma, Inc. Dear Rick: As you know, you are currently employed with Lyell Immunopharma, Inc. (the ?Company?) as its Chief Executive Officer pursuant to an Executive Employment Agreement between you and the Company dated September 17, 2018, as amended by an Amendment to Executive Employm |
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| May 25, 2021 |
Exhibit 10.2 OPTION GRANT NO. NOTICE OF STOCK OPTION GRANT LYELL IMMUNOPHARMA, INC. 2018 EQUITY INCENTIVE PLAN The Optionee named below (?Optionee?) has been granted an option (this ?Option?) to purchase shares of Common Stock, $0.0001 par value per share (the ?Common Stock?), of Lyell Immunopharma, Inc., a Delaware corporation (the ?Company?), pursuant to the Company?s 2018 Equity Incentive Plan, |
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| May 25, 2021 |
Bylaws, as currently in effect. Exhibit 3.3 LYELL IMMUNOPHARMA, INC. a Delaware Corporation AMENDED & RESTATED BYLAWS As Adopted August 3, 2018 As Amended and Restated March 5, 2020 LYELL IMMUNOPHARMA, INC. a Delaware Corporation AMENDED & RESTATED BYLAWS As Adopted August 3, 2018 As Amended and Restated March 5, 2020 ARTICLE I: STOCKHOLDERS Section 1.1: Annual Meetings. Unless members of the Board of Directors of the Corporatio |
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| May 25, 2021 |
Exhibit 10.9 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of between Lyell Immunopharma, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate pr |
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| May 25, 2021 |
As filed with to the Securities and Exchange Commission on May 25, 2021. Table of Contents As filed with to the Securities and Exchange Commission on May 25, 2021. |
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| May 25, 2021 |
EX-10.16 15 d168165dex1016.htm EX-10.16 Exhibit 10.16 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) dated as of January 29, 2019 (the “Effective Date”), is entered into between Lyell Immunopharma, Inc., |
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| May 25, 2021 |
Lyell Immunopharma, Inc. 2018 Equity Incentive Plan, as amended. Exhibit 10.1 LYELL IMMUNOPHARMA, INC. 2018 EQUITY INCENTIVE PLAN As Adopted on August 23, 2018 As amended on September 19, 2018 As amended on November 6, 2018 As amended on March 5, 2019 As amended on August 29, 2019 As amended on January 6, 20201 As amended on March 4, 2020 As amended on January 21, 2021 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate |
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| May 25, 2021 |
Offer Letter by and between the Registrant and Charles Newton, dated February 3, 2021. Exhibit 10.12 February 3, 2021 Charles Newton Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Charlie: I am very pleased to confirm our offer to you of employment with Lyell Immunopharma, Inc. (the ?Company?). The opportunity to work with you to build one of the world?s great companies whose goal is nothing less than to develop curative therapies for solid tumors is on |
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| May 25, 2021 |
Amended and Restated Certificate of Incorporation, as currently in effect. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LYELL IMMUNOPHARMA, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Lyell Immunopharma, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That |
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| May 25, 2021 |
Offer Letter by and between the Registrant and Stephen Hill, dated May 9, 2019. Exhibit 10.14 May 9, 2019 Stephen Hill Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Stephen: I am very pleased to confirm our offer to you of employment with Lyell Immunopharma, Inc. (the ?Company?). I am delighted to offer you a position as Chief Technical Operations Officer at Lyell Immunopharma, Inc. The opportunity to work with you to build one of the world?s gr |
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| May 25, 2021 |
Exhibit 10.15 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENT BETWEEN Lyell Immunopharma, Inc. AND GlaxoSmithKline Intellectual Property (No. 5) Limited [*] May 23, 2019 CONFIDENTIAL EXECUTION VERSION Table of Contents 1. DEFINIT |
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| May 25, 2021 |
Exhibit 10.18 Lyell Immunopharma, Inc. 500 Fairview Avenue, Suite 5000 Seattle, WA 98109 December 19, 2018 Fred Hutchinson Cancer Research Center 1100 Fairview Avenue North P.O. Box 19024 Seattle, WA 98109-1024 Re: Success Payment Commitment Ladies and Gentlemen: Fred Hutchinson Cancer Research Center (?Fred Hutch?) and Lyell Immunopharma, Inc., a Delaware corporation (the ?Company?), for good and |
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| May 25, 2021 |
EX-4.2 4 d168165dex42.htm EX-4.2 Exhibit 4.2 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of March, 2020 by and among Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investo |
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| May 25, 2021 |
Exhibit 10.23 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 14th day of January, 2019, between ARE-EAST JAMIE COURT, LLC, a Delaware limited liability company (?Landlord?), and LYELL IMMUNOPHARMA, INC., a Delaware corporation (?Tenant?). Building: 400 East Jamie Court, South San Francisco, California Premises: That portion of the (i) third floor of the Building, containing appro |
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| May 25, 2021 |
Amended Offer Letter by and between the Registrant and Elizabeth Homans, dated July 23, 2020. EX-10.11 10 d168165dex1011.htm EX-10.11 Exhibit 10.11 July 23, 2020 Liz Homans Electronic delivery Re: Amended Offer of Employment by Lyell Immunopharma, Inc. Dear Liz: As you know, you are currently employed with Lyell Immunopharma, Inc. (the “Company”) as its President pursuant to an offer letter between you and the Company dated September 14, 2018 (the “Original Offer Letter”). The Company is a |
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| May 25, 2021 |
Exhibit 10.20 STANDARD OFFICE LEASE BY AND BETWEEN BRE WA OFFICE OWNER LLC, a Delaware limited liability company, AS LANDLORD, AND LYELL IMMUNOPHARMA, INC., a Delaware corporation, AS TENANT Canyon Park East, Building E TABLE OF CONTENTS Page ARTICLE I BASIC LEASE PROVISIONS 1 ARTICLE 2 TERM/PREMISES 2 ARTICLE 3 RENTAL 2 (a) Basic Rental 2 (b) Direct Costs 2 (c) Definitions 3 (d) Determination of |
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| May 25, 2021 |
Offer Letter by and between the Registrant and Heather Turner, dated February 1, 2019. Exhibit 10.13 February 1, 2019 Heather Turner Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Heather: I am very pleased to confirm our offer to you of employment with Lyell Immunopharma, Inc. (the ?Company?). I am delighted to offer you a position as Senior Vice President and General Counsel at Lyell ImmunoPharma. The opportunity to work with you to build one of the w |
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| May 25, 2021 |
Exhibit 10.19 STANDARD OFFICE LEASE BY AND BETWEEN BRE WA OFFICE OWNER LLC, a Delaware limited liability company, AS LANDLORD, AND LYELL IMMUNOPHARMA, INC., a Delaware corporation, AS TENANT Canyon Park East, Building C TABLE OF CONTENTS Page ARTICLE 1 BASIC LEASE PROVISIONS 1 ARTICLE 2 TERM/PREMlSES 2 ARTICLE 3 RENTAL 2 (a)??? Basic Rental 2 (b)??? Direct Costs 2 (c)??? Definitions 3 (d)??? Deter |
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| May 12, 2021 |
EX-10.9 2 filename2.htm Exhibit 10.9 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Lyell Immunopharma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are p |
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| May 12, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 12, 2021. |
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| May 12, 2021 |
Via EDGAR and Email U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jenn Do Vanessa Robertson May 12, 2021 Re: Lyell Immunopharma, Inc. Draft Registration Statement on Form S-1 Submitted April 12, 2021 CIK No. 0001806952 Ladies: On behalf of Lyell Immunopharma, Inc. (the ?Company?), we are submitting this letter and the follow |
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| April 12, 2021 |
Exhibit 3.3 LYELL IMMUNOPHARMA, INC. a Delaware Corporation AMENDED & RESTATED BYLAWS As Adopted August 3, 2018 As Amended and Restated March 5, 2020 LYELL IMMUNOPHARMA, INC. a Delaware Corporation AMENDED & RESTATED BYLAWS As Adopted August 3, 2018 As Amended and Restated March 5, 2020 ARTICLE I: STOCKHOLDERS Section 1.1: Annual Meetings. Unless members of the Board of Directors of the Corporatio |
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| April 12, 2021 |
Exhibit 10.14 May 9, 2019 Stephen Hill Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Stephen: I am very pleased to confirm our offer to you of employment with Lyell Immunopharma, Inc. (the ?Company?). I am delighted to offer you a position as Chief Technical Operations Officer at Lyell Immunopharma, Inc. The opportunity to work with you to build one of the world?s gr |
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| April 12, 2021 |
Exhibit 10.20 STANDARD OFFICE LEASE BY AND BETWEEN BRE WA OFFICE OWNER LLC, a Delaware limited liability company, AS LANDLORD, AND LYELL IMMUNOPHARMA, INC., a Delaware corporation, AS TENANT Canyon Park East, Building E TABLE OF CONTENTS Page ARTICLE I BASIC LEASE PROVISIONS 1 ARTICLE 2 TERM/PREMISES 2 ARTICLE 3 RENTAL 2 (a) Basic Rental 2 (b) Direct Costs 2 (c) Definitions 3 (d) Determination of |
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| April 12, 2021 |
Exhibit 10.23 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 14th day of January, 2019, between ARE-EAST JAMIE COURT, LLC, a Delaware limited liability company (?Landlord?), and LYELL IMMUNOPHARMA, INC., a Delaware corporation (?Tenant?). Building: 400 East Jamie Court, South San Francisco, California Premises: That portion of the (i) third floor of the Building, containing appro |
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| April 12, 2021 |
Exhibit 10.12 February 3, 2021 Charles Newton Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Charlie: I am very pleased to confirm our offer to you of employment with Lyell Immunopharma, Inc. (the ?Company?). The opportunity to work with you to build one of the world?s great companies whose goal is nothing less than to develop curative therapies for solid tumors is on |
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| April 12, 2021 |
Exhibit 10.15 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENT BETWEEN Lyell Immunopharma, Inc. AND GlaxoSmithKline Intellectual Property (No. 5) Limited [*] May 23, 2019 CONFIDENTIAL EXECUTION VERSION Table of Contents 1. DEFINIT |
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| April 12, 2021 |
Exhibit 10.10 July 23, 2020 Richard Klausner Electronic delivery Re: Amended Offer of Employment by Lyell Immunopharma, Inc. Dear Rick: As you know, you are currently employed with Lyell Immunopharma, Inc. (the ?Company?) as its Chief Executive Officer pursuant to an Executive Employment Agreement between you and the Company dated September 17, 2018, as amended by an Amendment to Executive Employm |
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| April 12, 2021 |
Exhibit 10.21 LEASE by and between BMR-500 FAIRVIEW AVENUE LLC, a Delaware limited liability company, as Landlord, and LYELL IMMUNOPHARMA, INC., a Delaware corporation, as Tenant Table of Contents 1. Lease of Premises 1 2. Basic Lease Provisions 2 3. Term 5 4. Possession and Commencement Date 5 5. Condition of Premises 9 6. Rentable Area 10 7. Rent 10 8. Abatement 11 9. Operating Expenses 11 10. T |
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| April 12, 2021 |
Exhibit 10.22 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 15 day of August, 2019, between ARE-SAN FRANCISCO NO. 65, LLC, a Delaware limited liability company (?Landlord?), and LYELL IMMUNOPHARMA, INC., a Delaware corporation (?Tenant?). Building: That certain to-be-constructed 3-story building to be known as 201 Haskins Way, South San Francisco, California Premises: The entire |
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| April 12, 2021 |
Exhibit 10.13 February 1, 2019 Heather Turner Electronic delivery Re: Offer of Employment by Lyell Immunopharma, Inc. Dear Heather: I am very pleased to confirm our offer to you of employment with Lyell Immunopharma, Inc. (the ?Company?). I am delighted to offer you a position as Senior Vice President and General Counsel at Lyell ImmunoPharma. The opportunity to work with you to build one of the w |
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| April 12, 2021 |
Exhibit 10.17 Lyell Immunopharma, Inc. 400 E. Jamie Court, Suite 301 South San Francisco, CA 94080 October 01, 2020 Stanford University Office of Technology Licensing 415 Broadway Street, 2nd Floor Redwood City, CA 94063 Re: Success Payment Commitment Ladies and Gentlemen: The Board of Trustees of the Leland Stanford Junior University, an institution of higher education having powers under the law |
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| April 12, 2021 |
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit 4.2 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of the 5th day of March, 2020 by and among Lyell Immunopharma, Inc., a Delaware corporation (the ?Company?), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor?, and any Purchaser (as defined |
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| April 12, 2021 |
NOTICE OF STOCK OPTION GRANT LYELL IMMUNOPHARMA, INC. 2018 EQUITY INCENTIVE PLAN Exhibit 10.2 OPTION GRANT NO. NOTICE OF STOCK OPTION GRANT LYELL IMMUNOPHARMA, INC. 2018 EQUITY INCENTIVE PLAN The Optionee named below (?Optionee?) has been granted an option (this ?Option?) to purchase shares of Common Stock, $0.0001 par value per share (the ?Common Stock?), of Lyell Immunopharma, Inc., a Delaware corporation (the ?Company?), pursuant to the Company?s 2018 Equity Incentive Plan, |
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| April 12, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LYELL IMMUNOPHARMA, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Lyell Immunopharma, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That |
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| April 12, 2021 |
Exhibit 10.19 STANDARD OFFICE LEASE BY AND BETWEEN BRE WA OFFICE OWNER LLC, a Delaware limited liability company, AS LANDLORD, AND LYELL IMMUNOPHARMA, INC., a Delaware corporation, AS TENANT Canyon Park East, Building C TABLE OF CONTENTS Page ARTICLE 1 BASIC LEASE PROVISIONS 1 ARTICLE 2 TERM/PREMlSES 2 ARTICLE 3 RENTAL 2 (a)??? Basic Rental 2 (b)??? Direct Costs 2 (c)??? Definitions 3 (d)??? Deter |
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| April 12, 2021 |
Exhibit 10.1 LYELL IMMUNOPHARMA, INC. 2018 EQUITY INCENTIVE PLAN As Adopted on August 23, 2018 As amended on September 19, 2018 As amended on November 6, 2018 As amended on March 5, 2019 As amended on August 29, 2019 As amended on January 6, 20201 As amended on March 4, 2020 As amended on January 21, 2021 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate |
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| April 12, 2021 |
Exhibit 10.16 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT THIS LICENSE AGREEMENT (this ?Agreement?) dated as of January 29, 2019 (the ?Effective Date?), is entered into between Lyell Immunopharma, Inc., a Delaware corporation (?Lyell?), having |
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| April 12, 2021 |
Lyell Immunopharma, Inc. 500 Fairview Avenue, Suite 5000 Seattle, WA 98109 December 19, 2018 Exhibit 10.18 Lyell Immunopharma, Inc. 500 Fairview Avenue, Suite 5000 Seattle, WA 98109 December 19, 2018 Fred Hutchinson Cancer Research Center 1100 Fairview Avenue North P.O. Box 19024 Seattle, WA 98109-1024 Re: Success Payment Commitment Ladies and Gentlemen: Fred Hutchinson Cancer Research Center (?Fred Hutch?) and Lyell Immunopharma, Inc., a Delaware corporation (the ?Company?), for good and |
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| April 12, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 12, 2021. |
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| April 12, 2021 |
Exhibit 10.11 July 23, 2020 Liz Homans Electronic delivery Re: Amended Offer of Employment by Lyell Immunopharma, Inc. Dear Liz: As you know, you are currently employed with Lyell Immunopharma, Inc. (the ?Company?) as its President pursuant to an offer letter between you and the Company dated September 14, 2018 (the ?Original Offer Letter?). The Company is amending and restating the terms of the O |
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| April 12, 2021 |
LYELL IMMUNOPHARMA, INC. OFFICER SEVERANCE PLAN Exhibit 10.8 LYELL IMMUNOPHARMA, INC. OFFICER SEVERANCE PLAN The Lyell Immunopharma, Inc. Officer Severance Plan is established as of the Effective Date. The purpose of the Plan is to provide severance and/or accelerated vesting benefits to certain eligible employees of Lyell Immunopharma, Inc. who incur a Qualifying Termination as described herein. Except with respect to individually negotiated e |
