SEC Form 8-K filed by Allogene Therapeutics Inc.

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 19, 2025

Allogene Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

210 East Grand Avenue, South San Francisco, California 94080

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (650) 457-2700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On February 19, 2025, Allogene Therapeutics, Inc. (the “Company”) entered into an Amended and Restated Strategic Collaboration Agreement (the “Amended Agreement”) with Foresight Diagnostics, Inc. (“Foresight”), which amended and restated the parties’ Strategic Collaboration Agreement, dated January 3, 2024, as amended (the “Original Agreement”).

Under the Amended Agreement, the parties have agreed to expand their collaboration to enable the development of Foresight Diagnostics’ MRD assay as a companion diagnostic in the EU, UK, Canada and Australia in support of Allogene’s clinical development of cema-cel. The parties have agreed to use commercially reasonable efforts to obtain regulatory approval of their respective products and to perform activities assigned or allocated to it under the work plan. The Company has agreed to fund approximately $37.3 million for MRD assay development, milestone payments for U.S., and certain international regulatory submissions and clinical sample testing.

Under the Amended Agreement, each party’s ownership to their own background intellectual property rights and any improvements thereto, and the party’s respective termination rights were not amended.

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 hereunto duly authorized.

Dated: February 25, 2025