S-8 1 allogene-formsx8x20220223.htm S-8 Document

As filed with the Securities and Exchange Commission on February 23, 2022

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________

Allogene Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
________________________________



Delaware

82-3562771
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)


210 East Grand Avenue
South San Francisco, California

94080
(Address of Principal Executive Offices)

(Zip Code)

Amended and Restated 2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full titles of the plans)
David Chang, M.D., Ph.D.
President and Chief Executive Officer
Allogene Therapeutics, Inc.
210 East Grand Avenue
South San Francisco, California 94080
(650) 457-2700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Charles J. Bair, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
________________________________
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.







Large Accelerated filer


Accelerated filer





Non-accelerated filer


Smaller reporting company





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 7(a)(2)(B) of the Securities Act. ☐












INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The Registrant previously registered shares of Common Stock for issuance under the 2018 Plan and 2018 ESPP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2018 (File No. 333-227965), March 8, 2019 (File No. 333-230164), February 27, 2020 (File No. 333-236701), and February 25, 2021 (File No. 333-253530). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

ITEM 8.EXHIBITS.
 



Exhibit
Number
  Description


4.1(1)
  


4.2(2)
  


4.3(3)
  


5.1  


23.1  


23.2  
Consent of Cooley LLP. Reference is made to Exhibit 5.1.


24.1  


99.1(4)
  


99.2(5)
  
107
 
(1) 
Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the Commission on October 15, 2018 and incorporated herein by reference.
(2) 
Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the Commission on October 15, 2018 and incorporated herein by reference.
(3) 
Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227333), originally filed with the Commission on September 14, 2018, as amended, and incorporated herein by reference.
(4) 
Previously filed as Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-227965), filed with the Commission on October 24, 2018, and incorporated herein by reference.
(5) 
Previously filed as Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-227965), filed with the Commission on October 24, 2018, and incorporated herein by reference.






SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on February 23, 2022.
Allogene Therapeutics, Inc.
By:      /s/ David Chang, M.D., Ph.D.
David Chang, M.D., Ph.D.
President, Chief Executive Officer and Member of the Board of Directors
(Principal Executive Officer)

POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Chang, M.D., Ph.D., and Eric Schmidt, Ph.D., and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.



Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ David Chang, M.D., Ph.D.President, Chief Executive Officer
and Member of the Board of Directors
February 23, 2022
David Chang, M.D., Ph.D.
(Principal Executive Officer)
/s/ Eric Schmidt, Ph.D.
Chief Financial OfficerFebruary 23, 2022
Eric Schmidt, Ph.D.
(Principal Financial and Accounting Officer)
/s/ Arie Belldegrun, M.D., FACS
Executive Chairman of the Board of DirectorsFebruary 23, 2022
Arie Belldegrun, M.D., FACS
/s/ Elizabeth BarrettMember of the Board of DirectorsFebruary 23, 2022
Elizabeth Barrett
/s/ David BondermanMember of the Board of DirectorsFebruary 23, 2022
David Bonderman
/s/ John DeYoungMember of the Board of DirectorsFebruary 23, 2022
John DeYoung
/s/ Franz Humer, Ph.D.Member of the Board of DirectorsFebruary 23, 2022
Franz Humer, Ph.D.
/s/ Joshua KazamMember of the Board of DirectorsFebruary 23, 2022
Joshua Kazam
/s/ Deborah MessemerMember of the Board of DirectorsFebruary 23, 2022
Deborah Messemer
/s/ Vicki Sato, Ph.D.
Member of the Board of DirectorsFebruary 23, 2022
Vicki Sato, Ph.D.
/s/ Todd SisitskyMember of the Board of DirectorsFebruary 23, 2022
Todd Sisitsky
/s/ Owen Witte, M.D.
Member of the Board of DirectorsFebruary 23, 2022
Owen Witte, M.D.