Item 5. Other Information
Item 5. Other Information.
None.
Item 6. Exhibits.
Exhibit
number
Description of document
3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the SEC on October 15, 2018).
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the SEC on June 17, 2022).
3.3 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the SEC on October 15, 2018).
4.1 Reference is made to Exhibits 3.1 , 3.2 and 3.3 .
4.2 Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-227333), filed with the SEC on October 2, 2018).
10.1*‡
Share Exchange Agreement, dated May 24, 2024, by and among Allogene Overland Biopharm (CY) Limited, Overland Pharmaceutic als (CY) Inc. a nd Allogene Therapeutics Inc.
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10.2*‡
Amended and Restated Shareholders' Agreement , dated May 24, 2024, by and among Allogene Overland Biopharm (CY) L imited, Allogene Therapeut ics Inc. and HH BioPharma Holdings Ltd.
10.3*‡
Firs t Amendment to the License Agreement , dated May 24, 20 24, by and between Allogene Therapeutics Inc . and Allogene Overland BioPharm (PRC) Co., Limited.
10.4*
A mendment and Settlement Agreement , dated May 10, 2024, by and between Les Laborato ires Servier, Institu t de Reche r ches Internationales Servier and Allogene Therapeutics, Inc.
10.5+ Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated May 13, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-38693), filed with the SEC on May 14, 2024)
10.6*
A mendment No. 1 to Amended and Restated Collaboration and License Agreement , dated May 17, 2024, by and between Allogene Therapeutics, Inc. and Notch Thera peutics (Canada) Inc.
10.7*
Amendment No. 1 to Strategic Collaboration Agreement , dated April 4 , 2024, by and between Allogene Therapeutics, Inc. and Foresight Di agnostics, Inc.
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 The cover page from the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL.
+ Indicates management contract or compensatory plan.
* Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that the Registrant treats as private or confidential.
‡ Schedules and Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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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.
Date: August 7, 2024 By: /s/ David Chang
David Chang, M.D., Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 7, 2024 By: /s/ Geoffrey Parker
Geoffrey Parker
Chief Financial Officer
(Principal Financial Officer)
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