What changed in this filing

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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-03-29 · 76 added, 31 removed, 122 unchanged (47% of the section changed)

5 unchanged sentences

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.

Inherent Limitations on Controls and Procedures

Our management, including the principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures and our internal control over financial reporting will prevent all error and all fraud.

A control system, no matter how well designed and operated, can only provide reasonable assurances that the objectives of the control system are met.

The design of a control system reflects resource constraints;

the benefits of controls must be considered relative to their costs.

Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, for our company have been or will be detected.

As these inherent limitations are known features of the disclosure and financial reporting processes, it is possible to design into the processes safeguards to reduce, though not eliminate, these risks.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events.

While our disclosure controls and procedures and our internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives, there can be no assurance that any design will succeed in achieving its stated goals under all future conditions.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management’s Annual Report on Internal Control Over Financial Reporting

This report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”

Our management is responsible for establishing and maintaining an adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company.

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on an evaluation under that framework, our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2022.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Lyell Immunopharma, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Lyell Immunopharma, Inc.’s internal control over financial reporting as of December 31, 2022, 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).

In our opinion, Lyell Immunopharma, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholder’s equity (deficit) and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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.

/s/ Ernst & Young LLP

San Mateo, California

February 28, 2023

Other Information

3 unchanged sentences

The information required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022 .

Our Code of Business Conduct and Ethics applies to all of our employees, officers and directors.

This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions.

The full text of our Code of Business Conduct and Ethics may be viewed at the investors relations portion of our website at https://ir.lyell.com, in the section entitled “Governance Highlights” under “Corporate Governance.” We intend to satisfy the disclosure requirements under Item 5.05 of the SEC Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the website address and location specified above.

Executive Compensation

28 unchanged sentences

S-1 333-256470 4.2 5/25/2021

4.3 Description of Securities

10.1 Lyell Immunopharma, Inc.

19 unchanged sentences

S-1/A 333-256470 10.7 6/9/2021

10.8 Lyell Immunopharma, Inc.

Officer Severance Plan.

Incorporation by Reference

1 unchanged sentence

Reference Filing

10.8 Lyell Immunopharma, Inc.

Officer Severance Plan.

10-K 001-40502 10.8 3/29/2022

10.9 Form of Indemnification Agreement by and between the Registrant and its directors and executive officers.

2 unchanged sentences

S-1 333-256470 10.10 5/25/2021

10.11 Amended Offer Letter by and between the Registrant and Elizabeth Homans, dated July 23, 2020.

S-1 333-256470 10.11 5/25/2021

10.11 Offer Letter, by and between the Registrant and Lynn Seely , dated December 14, 2022

8-K 001-40502 10.2 12/16/2022

10.12 Offer Letter by and between the Registrant and Charles Newton, dated February 3, 2021.

S-1 333-256470 10.12 5/25/2021

10.13 Offer Letter by and between the Registrant and Heather Turner, dated February 1, 2019.

S-1 333-256470 10.13 5/25/2021

10.13 Offer Letter by and between the Registrant and Rahsaan W.

Thompson, dated September 12, 2022.

10-Q 001-40502 10.2 11/8/2022

10.14 Offer Letter by and between the Registrant and Stephen Hill, dated May 9, 2019.

S-1 333-256470 10.14 5/25/2021

10.15 Collaboration and License Agreement by and between the Registrant, GlaxoSmithKline Intellectual Property (No.

5) Limited and Glaxo Group Limited, dated May 23, 2019, as amended.

S-1/A 333-256470 10.15 6/9/2021

10.16* Second Amendment to the Collaboration and License Agreement between the Registrant, GlaxoSmithKline Intellectual Property (No.5) Limited and Glaxo Group Limited, dated December 16, 2021.

10.15 Severance Waiver by and between the Registrant and Stephen Hill, dated April 19, 2022.

10-Q 001-40502 10.1 5/10/2022

10.16 Separation, Transition and General Release Agreement, by and between Elizabeth Homans and Lyell Immunopharma, Inc., dated December 15, 2022

8-K 001-40502 10.1 12/16/2022

10.17 License Agreement by and between the Registrant and The Board of Trustees of the Leland Stanford Junior University, dated January 29, 2019.

14 unchanged sentences

23.1 Consent of independent registered public accounting firm.

24.1 Power of Attorney (included on signature page).

Incorporation by Reference

1 unchanged sentence

Reference Filing

24.1 Power of Attorney (included on signature page).

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a).

13 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California on March 29, 2022.

LYELL IMMUNOPHARMA, INC.

/s/ ELIZABETH HOMANS

Elizabeth Homans

Chief Executive Officer

/s/ LYNN SEELY

Lynn Seely, M.D.

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Elizabeth Homans, Charles Newton and Heather Turner, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all 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 connection therewith, 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 any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lynn Seely, Charles Newton and Rahsaan Thompson, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all 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 connection therewith, 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 any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/ ELIZABETH HOMANS Chief Executive Officer and Director March 29, 2022

Elizabeth Homans (Principal Executive Officer)

/s/ CHARLES NEWTON Chief Financial Officer March 29, 2022

/s/ LYNN SEELY President, Chief Executive Officer and Director February 28, 2023

Lynn Seely, M.D.

(Principal Executive Officer)

/s/ CHARLES NEWTON Chief Financial Officer February 28, 2023

Charles Newton (Principal Financial and Accounting Officer)

/s/ RICHARD D.

KLAUSNER Chair of the Board of Directors March 29, 2022

KLAUSNER Chair of the Board of Directors February 28, 2023

Klausner, M.D.

/s/ HANS BISHOP Director March 29, 2022

/s/ OTIS BRAWLEY Director March 29, 2022

/s/ HANS BISHOP Director February 28, 2023

/s/ OTIS BRAWLEY Director February 28, 2023

Otis Brawley, M.D.

/s/ CATHERINE FRIEDMAN Director March 29, 2022

/s/ CATHERINE FRIEDMAN Director February 28, 2023

Catherine Friedman

/s/ ELIZABETH NABEL Director March 29, 2022

/s/ ELIZABETH NABEL Director February 28, 2023

Elizabeth Nabel, M.D.

/s/ ROBERT NELSEN Director March 29, 2022

/s/ ROBERT NELSEN Director February 28, 2023

Robert Nelsen

/s/ WILLIAM RIEFLIN Director March 29, 2022

/s/ WILLIAM RIEFLIN Director February 28, 2023

William Rieflin

/s/ LYNN SEELY Director March 29, 2022

Lynn Seely, M.D.

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