SEC Form SCHEDULE 13G filed by Lyell Immunopharma Inc.
$LYEL
Biotechnology: Pharmaceutical Preparations
Health Care
|
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, par value $0.0001 per share (Title of Class of Securities) |
55083R104 (CUSIP Number) |
07/25/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 55083R104 |
| 1 | Names of Reporting Persons
Explore Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,964.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage reported in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934 (as amended, the "Exchange Act") and based on an aggregate total of 14,808,006 shares of the common stock of Lyell Pharmaceuticals, Inc. (the "Issuer") outstanding as of May 30, 2025, as reported by the Issuer in its preliminary prospectus (the "Prospectus") (File No. 333-288769) dated July 18, 2025, incorporated in the Issuer's Form S-3 registration statement filed with the Securities and Exchange Commission (the "SEC") on July 18, 2025, and after giving effect to the issuance of: (i) an additional 625,000 shares (the "ImmPACT Shares") of common stock on July 2, 2025 as reported in the Prospectus and (ii) an additional 3,753,752 shares (the "PIPE Shares") of common stock on July 25, 2025 upon completion of the Issuer's private placement transaction as reported by the Issuer in its Current Report filed with the SEC on Form 8-K (File No. 001-40502) on July 25, 2025.
SCHEDULE 13G
|
| CUSIP No. | 55083R104 |
| 1 | Names of Reporting Persons
Jeffrey P. Bezos | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,964.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For purposes of Rule 13d-3 under the Exchange Act, all shares of the Issuer's common stock held by Explore may be deemed to be beneficially owned by Jeffrey P. Bezos as the sole member of Explore.
The percentage reported in Row 11 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act, and based on an aggregate total of 14,808,006 shares of the common stock of the Issuer outstanding as of May 30, 2025, as reported in the Prospectus, and after giving effect to the issuance of: (i) the ImmPACT Shares on July 2, 2025 as reported in the Prospectus and (ii) the PIPE Shares on July 25, 2025, as reported by the Issuer in its Current Report filed with the SEC on Form 8-K (File No. 001-40502) on July 25, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Lyell Immunopharma, Inc. | |
| (b) | Address of issuer's principal executive offices:
201 Haskins Way, South San Francisco, CA, 94080. | |
| Item 2. | ||
| (a) | Name of person filing:
Explore Investments LLC, a Delaware limited liability company ("Explore")
Jeffrey P. Bezos, an Individual ("Mr. Bezos" and together with Explore, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
P.O. Box 6470
Surfside, FL 33154 | |
| (c) | Citizenship:
Explore is formed in the State of Delaware. Mr. Bezos is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
55083R104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this initial statement on Schedule 13G (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of July 25, 2025 (the "Event Date"), the Reporting Persons may each be deemed to directly or indirectly beneficially own an aggregate 1,040,964 shares of the Issuer's common stock.
Explore is the direct holder of all the shares identified in the preceding paragraph. For purposes of Rule 13d-3 under the Exchange Act, all of the aforementioned securities of the Issuer directly held by Explore may be deemed to be beneficially owned by Mr. Bezos as the sole member of Explore. Notwithstanding, the filing of this Statement shall not be construed as an admission by Mr. Bezos, for purposes of Sections 13(d) or 13(g) of the Exchange Act or otherwise, as to beneficial ownership of the securities reported herein.
Of the shares described in the preceding paragraph, 938,438 (the "PIPE Shares") were acquired in connection with the initial closing of a private placement transaction (the "PIPE Transaction") completed on the Event Date, pursuant to a Securities Purchase Agreement (the "Purchase Agreement") entered into by and among the Issuer, Explore, and certain other institutional and accredited investors (collectively, the "Purchasers") on July 24, 2025.
For the avoidance of doubt, the number of securities reported in this Statement as beneficially owned by the Reporting Persons does not include any securities which may be issued at a future date pursuant to the Investor Call Right or Milestone Closing Put Right (each as defined in the Purchase Agreement), or any other provision of the Purchase Agreement.
The foregoing description of the PIPE Transaction, the Investor Call Right, the Milestone Put Right, and the Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of the: (i) Issuer's Current Report filed by the Issuer on Form 8-K (the "Form 8-K") with the U.S. Securities and Exchange Commission (the "SEC") on July 25, 2025 (File No. 001-40502) and (ii) Purchase Agreement, which was filed by the Issuer with the SEC as Exhibit 10.1 to the Form 8-K. | |
| (b) | Percent of class:
As of the Event Date, the Reporting Persons were each deemed to directly or indirectly beneficially own an aggregate 5.4% of the Issuer's outstanding common stock.
The aforementioned percentage was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 14,808,006 shares of the Issuer's common stock outstanding as of May 30, 2025, as reported by the Issuer in its preliminary prospectus (the "Prospectus") (File No. 333-288769) dated July 18, 2025, incorporated in the Issuer's Form S-3 registration statement filed with the SEC on July 18, 2025, and after giving effect to the issuance of: (i) an additional 625,000 shares of common stock on July 2, 2025 as reported in the Prospectus and (ii) an additional 3,753,752 shares of common stock on July 25, 2025 upon completion of the PIPE Transaction as reported by the Issuer on the Form 8-K. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Explore 0
Mr. Bezos 0 | ||
| (ii) Shared power to vote or to direct the vote:
Explore 1,040,964
Mr. Bezos 1,040,964 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Explore 0
Mr. Bezos 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Explore 1,040,964
Mr. Bezos 1,040,964 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|