23 unchanged sentences
Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Allogene Therapeutic, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, Allogene Therapeutic, Inc.
+Added: We have audited Allogene Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
+Added: In our opinion, Allogene Therapeutics, Inc.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
16 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Ernst & Young LLP
−Removed: San Jose, California
+Added: /s/ Ernst and Young LLP
+Added: Redwood City, California
February 23, 2022
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this Item and not set forth below will be set forth in the section headed “—Election of Directors” and “Information Regarding the Board of Directors and Corporate Governance” in our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC by April 30, 2021 (our Proxy Statement) and is incorporated in this Annual Report by reference.
+Added: The information required by this Item and not set forth below will be set forth in the section headed “—Election of Directors” and “Information Regarding the Board of Directors and Corporate Governance” in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC by May 2, 2022 (our Proxy Statement) and is incorporated in this Annual Report by reference.
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.
2 unchanged sentences
Shareholders may request a free copy of the Code of Business Conduct and Ethics from our Compliance Officer, c/o Allogene Therapeutics, Inc., 210 E.
−Removed: Grand Ave, South San Francisco, CA 94080.
+Added: Grand Avenue, South San Francisco, CA 94080.
Executive Compensation.
43 unchanged sentences
333-227333), filed with the SEC on October 2, 2018).
−Removed: 10.7+ Non-E mployee Director Compensation Policy.
+Added: 10.7+ Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38693) for the year ended December 31, 2020, filed with the SEC on February 25, 2021).
10.8+ Employment Agreement by and between the Registrant and David Chang, M.D., Ph.D.
7 unchanged sentences
333-227333), filed with the SEC on September 14, 2018).
−Removed: 10.11+ E mployment Letter of Agreement, dated July 29, 2019, by and between the Registrant and Rafael G.
+Added: 10.11+ Employment Letter of Agreement, dated July 29, 2019, by and between the Registrant and Rafael G.
(incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K, as amended (File No.
16 unchanged sentences
333-227333), originally filed with the SEC on September 14, 2018).
+Added: 10.18 First Amendment, dated December 10, 2021, to the Lease, dated August 1, 2018, by and between the Registrant and Britannia Pointe Grand Limited Partnership.
10.19 Lease Agreement, dated October 25, 2018, by and between the Registrant and HCP, Inc.
1 unchanged sentence
001-38693), filed with the SEC on March 8, 2019).
+Added: 10.20 First Amendment, dated December 10, 2021, to the Lease Agreement, dated October 25, 2018, by and between the Registrant and Healthpeak Properties, Inc.
+Added: (formerly known as HCP, Inc.).
10.21 Lease Agreement, dated February 19, 2019, by and between the Registrant and Silicon Valley Gateway Technology Center, LLC (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K (File No.
6 unchanged sentences
333-234516), filed with the SEC on November 5, 2019).
−Removed: Exclusive License Agreement, dated December 14, 2020, by and between the Registrant and Allogene Overland Biopharm (CY) Limited.
+Added: Exclusive License Agreement, dated December 14, 2020, by and between the Registrant and Allogene Overland Biopharm (CY) Limited (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38693) for the year ended December 31, 2020, filed with the SEC on February 25, 2021).
Share Purchase Agreement, dated December 14, 2020, by and among the Registrant, Overland Pharmaceuticals (CY) Inc.
−Removed: and Allogene Overland Biopharm (CY) Limited.
+Added: and Allogene Overland Biopharm (CY) Limited (incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38693) for the year ended December 31, 2020, filed with the SEC on February 25, 2021).
Shareholders' Agreement, dated December 14, 2020, by and among the Registrant, Overland Pharmaceuticals (CY) Inc.
−Removed: and Allogene Overland Biopharm (CY) Limited.
+Added: and Allogene Overland Biopharm (CY) Limited (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38693) for the year ended December 31, 2020, filed with the SEC on February 25, 2021).
23.1 Consent of Independent Registered Public Accounting Firm.
42 unchanged sentences
( Principal Financial and Accounting Officer )
−Removed: /s/ Arie Belldegrun, M.D., FACS Executive Chairman of the Board of Directors February 25, 2021
+Added: /s/ Arie Belldegrun, M.D., FACS Executive Chair of the Board of Directors February 23, 2022
Arie Belldegrun, M.D., FACS
+Added: /s/ Elizabeth Barrett Member of the Board of Directors February 23, 2022
+Added: Elizabeth Barrett
/s/ David Bonderman Member of the Board of Directors February 23, 2022
5 unchanged sentences
/s/ Joshua Kazam Member of the Board of Directors February 23, 2022
−Removed: /s/ Deborah M.
−Removed: Messemer Member of the Board of Directors February 25, 2021
+Added: /s/ Deborah Messemer Member of the Board of Directors February 23, 2022
+Added: Deborah Messemer
+Added: /s/ Vicki Sato, Ph.D.
+Added: Member of the Board of Directors February 23, 2022
+Added: Vicki Sato, Ph.D.
/s/ Todd Sisitsky Member of the Board of Directors February 23, 2022
4 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.