Lyell Immunopharma Files 8-K with Key Agreements and Equity Sales

TL;DR

Lyell Immunopharma dropped an 8-K detailing new deals and stock sales.

AI Summary

Lyell Immunopharma, Inc. filed an 8-K on October 24, 2024, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and other events. The filing also contains financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Lyell Immunopharma, potentially impacting its financial structure and strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution.

Key Numbers

• 001-40502 — SEC File Number (Identifies the company's filing with the SEC.)
• 83-1300510 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Lyell Immunopharma, Inc. (company) — Registrant
• October 24, 2024 (date) — Date of earliest event reported
• 201 Haskins Way, South San Francisco, California 94080 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share LYEL The Nasdaq
• $30,000,000 — T in exchange for an upfront payment of $30,000,000 in cash and 37,500,000 shares of the Co
• $16,000,000 — closing (estimated to be approximately $16,000,000). Contingent consideration payable foll

Filing Documents

• d881076d8k.htm (8-K) — 41KB
• d881076dex21.htm (EX-2.1) — 637KB
• d881076dex991.htm (EX-99.1) — 23KB
• g881076g1024091034109.jpg (GRAPHIC) — 2KB
• 0001193125-24-242808.txt ( ) — 984KB
• lyel-20241024.xsd (EX-101.SCH) — 3KB
• lyel-20241024_lab.xml (EX-101.LAB) — 17KB
• lyel-20241024_pre.xml (EX-101.PRE) — 11KB
• d881076d8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements expressed or implied in this Current Report on Form 8-K include, but are not limited to, statements regarding: the timing of the consummation of the proposed transaction; the anticipated benefits of the proposed transaction; the Company's anticipated progress, business plans, business strategy and clinical trials; the Company's advancement of its pipeline and its research, development and clinical capabilities; the Company's prioritization of its pipeline, including the potential differentiation of IMPT-314 and LYL119 and discontinuation of certain of the Company's product candidates; and other statements that are not historical fact. These statements are based on the Company's current plans, objectives, estimates, expectations and intentions, are not guarantees of future performance and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, but are not limited to, risks and uncertainties related to: delays in or the inability to satisfy the conditions to complete the potential transaction; the inability to recognize the anticipated benefits of the potential transaction; business disruption during the pendency of or following the potential transaction; the effects of macroeconomic conditions, including any geopolitical instability and actual or perceived changes in interest rates and economic inflation; the Company's or ImmPACT's ability to submit planned INDs or initiate or progress clinical trials on the anticipated timelines, if at all; the Company's ability to differentiate IMPT-314 and LYL119 and market adoption of the same; the sufficiency of the Company's capital resources and need

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 2.1* Agreement and Plan of Merger, dated as of October 24, 2024, 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 99.1 Press Release, dated October 24, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Lyell Immunopharma, Inc. Date: October 24, 2024 By: /s/ Matthew Lang Matthew Lang Chief Business Officer

View Full Filing

View this 8-K filing on SEC EDGAR