What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-13 · 13 added, 228 removed, 189 unchanged (56% of the section changed)

15 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Prior Material Weakness

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

As described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (Annual Report), which was filed with the Securities and Exchange Commission (SEC) on March 14, 2024, Note 1 of the Consolidated Financial Statements under the paragraph Restatement of Financial Statements, the Company re-evaluated its prior accounting for shares received in the License Agreement and Share Purchase Agreement entered into on December 14, 2020, with Allogene Overland.

Upon reassessment, the Company has determined that the 49% of Allogene Overland's Seed Preferred Shares received as a partial consideration for the License Agreement should be initially measured at fair value.

The Company identified a material weakness in the operation of internal controls over financial reporting with respect to the technical accounting analysis of significant non-routine transactions.

Remediation Measures

We identified and implemented steps designed to remediate the foregoing material weakness.

We finalized the design and operation of our controls related to the technical accounting analysis of significant non-routine transactions which includes hiring personnel in our accounting with an appropriate level of knowledge and experience to effectively perform technical accounting analysis of significant non-routine transactions, in addition to, engaging third-party subject matter experts with significant relevant experience.

As of December 31, 2024, we validated the effectiveness of controls with respect to the technical accounting analysis of significant non-routine transactions.

The applicable controls have been in operation for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Accordingly, the material weakness associated with technical accounting analysis of significant non-routine transactions was remediated as of December 31, 2024.

Changes in Internal Control over Financial Reporting

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The information required by this Item and not set forth below will be set forth in the sections headed “Election of Directors” and “Information Regarding the Board of Directors and Corporate Governance” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC on or before April 30, 2026 (our Proxy Statement) and is incorporated in this Annual Report by reference.

Our Board of Directors consists of the following members:

Elizabeth Barrett , 62, has served as member of our Board since July 2021.

Barrett is a director and President and Chief Executive Officer of UroGen Pharma Ltd.

(“UroGen”), a biotechnology company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers.

At UroGen, Ms.

Barrett spearheaded the 2020 approval of Jelmyto® for the treatment of low-grade upper tract urothelial carcinoma.

Before joining UroGen, Ms.

Barrett served as the Chief Executive Officer of Novartis Oncology, where she managed the development and launch of the autologous CAR T therapy Kymriah®, and as a member of the Executive Committee of Novartis Oncology from February 2018 to December 2018.

Prior to that, Ms.

Barrett served at Pfizer Inc.

("Pfizer") in various capacities, most recently as the Global President of Oncology, and before that as Pfizer’s Regional President of US Oncology Business Unit since March 2009.

Prior to Pfizer, she was Vice President and General Manager of the Oncology.

Arie Belldegrun, M.D.

, 75, is a co-founder of Allogene and has served as Executive Chair of our Board since November 2017.

From March 2014 until October 2017, Dr.

Belldegrun served as the President and Chief Executive Officer of Kite Pharma, Inc.

("Kite") and as a director from June 2009 until October 2017.

Belldegrun has served as Chair of UroGen since December 2012, Chair of Kronos Bio, Inc., since June 2017, and director of Ginkgo Bioworks, Inc., since September 2021.

Belldegrun has also served on the boards of several private companies:

Breakthrough Properties LLC and Breakthrough Services LLC since April 2019, ByHeart, Inc., since October 2019, and IconOVir Bio, Inc., since June 2020.

Belldegrun has also served as Chairman of Bellco Capital LLC since 2004, as Chair and Partner of Two River Group since June 2009, and as Senior Managing Director of Vida Ventures, LLC since November 2017.

He is certified by the American Board of Urology and is a Fellow of the American Association of Genitourinary Surgeons.

Belldegrun is Research Professor, holds the Roy and Carol Doumani Chair in Urologic Oncology, and is Director of the Institute of Urologic Oncology at the David Geffen School of Medicine at the University of California, Los Angeles (“UCLA”).

Prior to joining UCLA in October of 1988, he was a research fellow at NCI/NIH in surgical oncology and immunotherapy from July 1985 to August 1988 under Dr.

Steven Rosenberg.

Belldegrun received his M.D.

from the Hebrew University Hadassah Medical School in Jerusalem before completing his post graduate studies in Immunology at the Weizmann Institute of Science and his residency in Urologic Surgery at Harvard Medical School.

David Chang, M.D., Ph.D.

, 65, is a co-founder of Allogene and has served as our President and Chief Executive Officer and as a member of our Board since June 2018.

Chang has served on the boards of two private companies:

Chair of the Board of Directors of IconOVir Bio, Inc., since June 2020, and director of 1200 Pharma LLC since June 2021.

Chang served on the Board of Directors of Notch Therapeutics, Inc.

(“Notch”), a private research-stage biotechnology company, from November 2019 to March 2022.

Prior to joining us, Dr.

Chang served as the Chief Medical Officer and Executive Vice President, Research and Development of Kite from June 2014 until March 2018.

Chang previously held senior positions at Amgen Inc.

("Amgen"), a biopharmaceutical company, including Vice President, Global Development from July 2006 to May 2014, Senior Director, Oncology-Therapeutics from July 2005 to June 2006 and Director, Medical Sciences from December 2002 to June 2005.

Prior to that, he was an Associate Professor at the UCLA School of Medicine.

He has also served as a Venture Partner of Vida Ventures, LLC since November 2017, and Two River, LLC since October 2017.

In addition, he serves as a member of the American Association for Cancer Research Oncology Development Fund Investment Advisory Committee, CalTech Cheng Medical Engineering Advisory Council and of the MIT Corporation Biology Visiting Committee.

Chang obtained a B.S.

in Biology from the Massachusetts Institute of Technology and an M.D.

from Stanford University.

John DeYoung , 62, has served as a member of our Board since April 2018.

DeYoung is Vice President of Worldwide Business Development for Pfizer’s Oncology Business Unit.

He is a member of Pfizer’s Oncology Leadership Team and its Worldwide Business Development Leadership Team.

DeYoung joined Pfizer in 1991 and has held leadership positions in Finance, Marketing, Commercial Development and Business Development.

DeYoung received his bachelor’s degree in business from Michigan State University in 1985 and his MBA from the University of Chicago in 1990.

Franz Humer, Ph.D.

, 78, has served as a member of our Board since April 2018.

Humer currently serves on the board of directors of LetterOne Holdings S.A.

and as Chair of the board of directors of Kallyope, Inc.

In addition, Dr.

serves on the board of directors of the International Centre for Missing and Exploited Children and is Chair of the Humer Foundation.

Humer previously served as Chair of the board of directors of Neogene Therapeutics, Inc., a private research-stage biotechnology company, from October 2020 until January 2023 and as a member of the board of directors of Kite from September 2015 until October 2017.

He also served as an independent director of Citigroup Inc.

from 2012 until 2018, Chugai Pharmaceuticals Ltd.

(Japan) from 2002 until 2014, and Arix Bioscience plc from April 2016 to December 2019.

He served as Chair of Diageo plc from 2005 to 2017.

He served as a member of the board of directors of WISeKey SA, a publicly traded global cybersecurity company, from May 2016 to December 2017.

In addition, Dr.

Humer served as Head of Pharmaceuticals and then as Chief Operating Officer of F.

Hoffmann-La Roche Ltd.

from 1996 to 1998, prior to serving as Chief Executive Officer of Roche Group from 1998 to 2001 and later as Chair and Chief Executive Officer from 2001 to 2008.

His tenure as Chair of Roche Holding Ltd.

extended from 2008 to 2014.

Before joining Roche Group, he served on the board of Glaxo Holdings plc and was responsible for research, business development, manufacturing, commercial strategy, and all non-US operations for 13 years.

Humer joined Schering Plough Corporation where he held various General Management positions in Latin America and Europe.

Humer attended the University of Innsbruck, where he obtained a Ph.D.

in Law, and INSEAD in Fontainebleau, where he obtained an MBA.

Joshua Kazam , 48, has served as a member of our Board since November 2017.

Kazam served as our President from November 2017 until June 2018.

He was a founder of Kite and served as a member of Kite’s board of directors from Kite’s inception in June 2009 until October 2017.

In June 2009, Mr.

Kazam co-founded Two River, LLC, a life-science consulting and investment firm.

Kazam has served on the board of Kronos Bio, Inc.

since June 2017 and Capricor Therapeutics, Inc.

from May 2005 until May 2019.

He has also served on the boards of the following private companies:

Vision Path, Inc.

(d/b/a Hubble Contacts) since May 2016, ByHeart, Inc.

since November 2016, Breakthrough Properties LLC and Breakthrough Services LLC since April 2019, and IconOVir Bio, Inc.

since August 2018.

Kazam has also served on the boards of several blank check companies formed for the purpose of effecting a business combination with one or more businesses:

Screaming Eagle Acquisition Corp.

since January 2022, Tishman Speyer Innovation Corp.

II since February 2021, TS Innovation Acquisitions Corp.

from November 2020 until June 2021, Soaring Eagle Acquisition Corp.

from February 2021 to September 2021, Flying Eagle Acquisition Corp.

from February 2020 until December 2020, Diamond Eagle Acquisition Corp.

from January 2019 until April 2020, and Platinum Eagle Acquisition Corp.

from January 2018 to March 2019.

Kazam has served as the President of Desert Flower Foundation since June 2016.

Kazam received his bachelor’s degree in Entrepreneurial Management from the Wharton School of the University of Pennsylvania and is a Member of the Wharton School’s Undergraduate Executive Board.

Stephen Mayo, Ph.D.

, 63, has served as a member of our Board since July 2022.

Since 2021, he has served as a member of the board of directors and as a member of the research and development and audit committees of Sarepta Therapeutics, Inc.

Since 2021, Dr.

Mayo has served as a member of the board of directors and on the audit and research committees of Merck & Co.

In addition, he serves on the scientific advisory boards of Vida Ventures and Evozyne.

He co-founded Molecular Simulations Inc.

(now Biovia) and Xencor, a public antibody engineering company.

Mayo is currently the Bren Professor of Biology and Chemistry and Merkin Institute Professor at California Institute of Technology (Caltech).

He joined the Caltech faculty in 1992, was a Caltech-based Howard Hughes Medical Institute Investigator from 1994 to 2007, served as Vice Provost for Research from 2007 to 2010 and Chair of the Division of Biology and Biological Engineering from 2010 to 2020.

Mayo was elected to the National Academy of Sciences in 2004 for his pioneering contributions in the field of protein design.

He served as an elected board member for the American Association for the Advancement of Science from 2010 to 2014 and as a presidential appointee on the National Science Foundation’s National Science Board from 2013 to 2018.

Mayo holds a B.S.

in Chemistry from Pennsylvania State University and a Ph.D.

in Chemistry from Caltech.

He completed postdoctoral work at both UC Berkeley and Stanford University School of Medicine in chemistry and biochemistry, respectively.

Deborah Messemer , 67, has served as a member of our Board since September 2018.

Messemer has served as director of TPG Inc.

since January 2022 and PayPal Holdings, Inc.

since January 2019.

Messemer is a certified public accountant and joined KPMG LLP ("KPMG"), the U.S.

member firm of KPMG International, in 1982 and was admitted into the partnership in 1995.

Most recently, she served as the Managing Partner of KPMG’s Bay Area and Northwest region until her retirement in September 2018.

Messemer spent the majority of her career in KPMG’s audit practice as an audit engagement partner serving public and private clients in a variety of industry sectors.

In addition to her operational and audit signing responsibilities, she has significant experience in SEC filings, due diligence, initial public offerings, mergers and acquisitions, and internal controls over financial reporting.

Messemer received a bachelor’s degree in accounting from the University of Texas at Arlington.

Vicki Sato, Ph.D., 76, has served as a member of our Board since July 2021.

She was a professor of management practice at Harvard Business School from September 2006 to July 2017 and was a professor in the Department of Molecular and Cell Biology at Harvard University from July 2005 until October 2015.

Previously, she served as President of Vertex

Pharmaceuticals, Inc.

("Vertex"), a publicly-traded biotechnology company, which she joined in 1992.

Prior to becoming President of Vertex, she was the Chief Scientific Officer and Senior Vice President of Research and Development.

Prior to joining Vertex, Dr.

Sato served as Vice President of Research at Biogen Inc.

Sato is a member of the board of directors of the following publicly-traded companies:

Denali Therapeutics, Inc.

and Vir Biotechnology, Inc.

She previously served on the board of directors of Akouos, Inc., Bristol Myers Squibb Company and BorgWarner, Inc., both publicly-traded companies.

Sato received her A.B.

in Biology from Radcliffe College and her A.M.

in Biology from Harvard University.

She conducted her postdoctoral work at both the University of California, Berkeley and Stanford Medical Center.

Todd Sisitsky , 53, has served as a member of our Board since April 2018.

Sisitsky is a board member and President of TPG, Inc.

and Co-Managing Partner of TPG Capital, TPG’s scale private equity business in the U.S.

and Europe, and co-leads the firm’s investment activities in the healthcare services, pharmaceuticals and medical device sectors.

He also serves on the executive committee of TPG Holdings.

He has played leadership roles in connection with TPG’s investment in us, Adare Pharmaceuticals, Aptalis, Biomet, Exactech, Fenwal, Healthscope, IASIS Healthcare, Immucor, IQVIA Holdings, Inc.

(and predecessor companies IMS Health and Quintiles), Par Pharmaceutical, and Surgical Care Affiliates.

Sisitsky currently serves as director of the following additional public companies:

Convey Health Solutions, Inc., and IQVIA Holdings, Inc.

Prior to joining TPG in 2003, Mr.

Sisitsky worked at Forstmann Little & Company and Oak Hill Capital Partners.

He received an MBA from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar, and earned his undergraduate degree from Dartmouth College, where he graduated summa cum laude.

Sisitsky currently serves as the chair of the Dartmouth Medical School board of advisors, and as a board member of Grassroot Soccer.

Owen Witte, M.D., 75, has served as a member of our Board since April 2018.

Witte previously served as a member of the board of directors of Kite from March 2017 until October 2017.

Witte joined the UCLA faculty in 1980, where he is presently a University Professor of microbiology, immunology and molecular genetics, the UCLA David Saxon Presidential Chair in Developmental Immunology and previously served as the director of the Eli and Edythe Broad Center of Regenerative Medicine and Stem Cell Research.

Witte was appointed a University Professor by the University of California Board of Regents, an honor reserved for scholars of the highest international distinction.

Witte is a member of the National Academy of Sciences, the American Academy of Arts and Sciences, and the National Academy of Medicine.

Witte currently serves on several editorial and advisory boards.

He previously served on the board of directors for the American Association for Cancer Research.

He was appointed by President Obama to the President’s Cancer Panel.

Witte holds a bachelor’s degree from Cornell University and an M.D.

from Stanford University.

He completed postdoctoral research at the Massachusetts Institute of Technology.

In addition to Dr.

Chang, our executive officers include the following:

Zachary Roberts, M.D., Ph.D.

, 47, has served as our Chief Medical Officer since April 2023 and as our Executive Vice President, Research and Development, since January 2023.

Previously, Dr.

Roberts served as Chief Medical Officer for Instil Bio, Inc.

(Instil) from March 2020 to November 2022.

Prior to joining Instil, he served in various roles for Kite, during his five-year tenure, with his last position as Vice President, Clinical Development from February 2018 to May 2019.

Prior to joining Kite, Dr.

Roberts served in various roles in Amgen, with his last position as Clinical Research Medical Director for Amgen Oncology from January 2015 to July 2015.

Roberts completed his training in internal medicine and hematology/oncology at the Massachusetts General Hospital and Dana Farber Cancer Institute.

He earned his B.S.

in microbiology and immunology from the University of Maryland, College Park and both his Ph.D.

in immunology and his M.D.

from the University of Maryland, Baltimore.

Geoffrey Parker, 60, has served as our Executive Vice President, Chief Financial Officer since October 2023.

Prior to joining us, Mr.

Parker served as Chief Operating Officer, Chief Financial Officer and Executive Vice President of Tricida, Inc.

Prior to joining Tricida, Mr.

Parker served as Chief Financial Officer of Anacor Pharmaceuticals, and served as a Partner and Managing Director at Goldman Sachs, where he led the West Coast Healthcare Investment Banking group.

In addition, Mr.

Parker currently serves as a member of the board of directors of Perrigo Company plc.

He earned an A.B.

with a double major in Economics and Engineering Sciences from Dartmouth College and an MBA from the Stanford Graduate School of Business.

Earl Douglas , 62, has served as our Senior Vice President, General Counsel and Compliance Officer since August 2023 and as our corporate secretary since January 2024.

Before joining Allogene, Mr.

Douglas served as Executive Vice President, General Counsel of Applied Molecular Transport.

Prior to that role, he served in the same capacity for Kiverdi, Inc.

He has also served as Vice President, General Counsel at BioMimetic Therapeutics, Spinal Dynamics, and OPX Biotechnologies.

He previously served as Counsel with Wilson Sonsini Goodrich & Rosati, and earlier in his career practiced as an Associate with Weil, Gotshal & Manges.

He earned his B.S.

in chemical engineering from the Massachusetts Institute of Technology (MIT) and his J.D.

from Columbia University School of Law.

Benjamin Beneski , 48, has served as our Senior Vice President and Chief Technical Officer since March 2025.

Beneski joined Allogene in 2019 as our Executive Director and Plant Manager, where he played a pivotal role in the design, construction, and successful startup of Cell Forge 1, our state-of-the-art cell therapy manufacturing facility.

Since then, Mr.

Beneski has advanced through a series of increasingly senior roles, including Vice President of Manufacturing and Vice President of Product Development and Manufacturing where he led the development of next-generation platforms, effectively managed internal and external manufacturing networks, and drove key initiatives to support IND submissions and ensure commercial readiness.

Prior to joining Allogene, Mr.

Beneski held senior manufacturing roles at various biotechnology companies, including Vir Biotechnology and Amgen.

He earned B.S.

in chemical engineering from Stevens Institute of Technology and an MBA from Northeastern University.

We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Business Conduct and Ethics.

The Code of Business Conduct and Ethics is available on our website at http://www.allogene.com under the Governance section of our Investors page.

In addition, we intend to promptly disclose on our website, to the extent required by the rules and regulations of the SEC, (i) the nature of any amendment to the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Business Conduct and Ethics that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.

Stockholders may request a free copy of the Code of Business Conduct and Ethics from our Compliance Officer, c/o Allogene Therapeutics, Inc., 210 E.

Grand Avenue, South San Francisco, CA 94080.

Executive Compensation.

42 unchanged sentences

333-227333), filed with the SEC on October 2, 2018).

10.7+ Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K (File No.

001-38693), filed with the SEC on March 14, 2024).

10.7+ Non-employee director compensation policy, as amended (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2025).

10.8+ Non-employee Director Restricted Stock Unit Grant Notice and Award Agreement, as amended (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2025).

10.9+ Employment Agreement, dated June 25, 2018, by and between the Registrant and David Chang, M.D., Ph.D.

6 unchanged sentences

001-38693), filed with the SEC on November 2, 2023).

10.11+ Employment Letter of Agreement, dated October 12, 2023, by and between the Registrant and Geoffrey Parker (incorporated by reference to Exhibit 10.

2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

10.12+ Employment Letter of Agreement, dated October 12, 2023, by and between the Registrant and Geoffrey Parker (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38693), filed with the SEC on November 2, 2023).

10.13+ Consulting Agreement, effective as of August 9, 2018, by and between the Registrant and Bellco Capital LLC, as amended (incorporated by reference to Exhibit 10.6 to the Registrant's Form 10-Q (File No.

001-38693), filed with the SEC on May 13, 2025).

10.14* License Agreement, dated March 8, 2019, between the Registrant and Cellectis S.A.

1 unchanged sentence

001-38693), filed with the SEC on May 7, 2019).

10.13*‡ Exclusive License and Collaboration Agreement, dated October 30, 2015, by and between the Registrant (assignee of Pfizer Inc.) and Les Laboratoires Servier and Institut de Recherches Internationales Servier .

10.15*‡ Exclusive License and Collaboration Agreement, dated October 30, 2015, by and between the Registrant (assignee of Pfizer Inc.) and Les Laboratoires Servier and Institut de Recherches Internationales Servier (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K (File No.

001-38693), filed with the SEC on March 14, 2024).

10.16* Amendment and Settlement Agreement, dated May 10, 2024, by and between Les Laboratoires Servier, Institut de Recherches Internationales Servier and Allogene Therapeutics, Inc.

4 unchanged sentences

001-38693), filed with the SEC on November 2, 2023).

10.16* Amended and Restated Collaboration and License Agreement, dated January 17, 2024, by and between the Registrant and Notch Therapeutics Inc.

(incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K (File No.

001-38693), filed with the SEC on March 14, 2024).

10.18*‡ Amended and Restated Strategic Collaboration Agreement, dated as of February 19, 2025, by and between the Registrant and Foresight Diagnostics, Inc.

(incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-Q (File No.

001-38693), filed with the SEC on May 13, 2025).

10.19 Lease, dated August 1, 2018, by and between the Registrant and Britannia Pointe Grand Limited Partnership (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

34 unchanged sentences

19.1 Allogene Therapeutics, Inc.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant's Annual Report on Form 10-K (File No.

001-38693) , filed with the SEC on March 13, 2025 )

23.1 Consent of Independent Registered Public Accounting Firm.

8 unchanged sentences

97.1 Allogene Therapeutics, Inc.

Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97 .

1 to the Registrant’s Annual Report on Form 10-K (File No.

Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-38693), filed with the SEC on March 14, 2024).

55 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures