SEC Form 8-K filed by Lyell Immunopharma Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Item 3.02. Unregistered Sale of Equity Securities.
As previously reported, Lyell Immunopharma, Inc., a Delaware corporation (“Lyell” or the “Company”), completed its acquisition (the “Merger”) of ImmPACT Bio USA Inc., a Delaware corporation (“ImmPACT”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 24, 2024, by and among the Company, ImmPACT, Inspire Merger Sub Inc., a Delaware corporation, and WT Representative LLC, a Delaware limited liability company, as representative of the ImmPACT securityholders (the “Representative”). Pursuant to the Merger Agreement, ImmPACT securityholders were entitled to receive an aggregate of 625,000 shares (“Equity Milestone Shares”) of Company common stock (which gives effect to the Company’s 1-for-20 reverse stock split effected on May 30, 2025) (the “Company Common Stock”) upon the achievement of certain clinical milestones for ImmPACT’s next generation CAR T-cell product candidate (the “Milestone”).
On June 20, 2025, the Company delivered a notice to the Representative that the Milestone has been achieved and that the ImmPACT securityholders are entitled to receive the Equity Milestone Shares. In accordance with the Merger Agreement, the Company will issue 625,000 shares of the Company Common Stock in a private placement to the ImmPACT securityholders, subject to any adjustments accounting for the cash payments made to certain ImmPACT securityholders in lieu of fractional shares.
The offer and sale of the Equity Milestone Shares are being made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities or “blue sky” laws. The Equity Milestone Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The issuance and sale of the Equity Milestone Shares will not involve a public offering and will be made without general solicitation or general advertising.
This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy shares of Company Common Stock or other securities of the Company.
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: June 26, 2025 | By: | /s/ Mark Meltz | ||||
| Mark Meltz | ||||||
| General Counsel and Corporate Secretary | ||||||