52 unchanged sentences
Other Information.
+Added: During the quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement as defined in Item 408(a) and (c) of Regulation S-K, respectively.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 unchanged sentence
Directors, Executive Officers and Corporate Governance.
−Removed: 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 .
−Removed: Our Code of Business Conduct and Ethics applies to all of our employees, officers and directors.
+Added: Our Board of Directors adopted a Code of Business Conduct and Ethics, which 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.
+Added: The remainder of the information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 .
Executive Compensation.
9 unchanged sentences
(1) The following financial statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8:
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets
11 unchanged sentences
3.2 Amended and Restated Bylaws.
−Removed: S-8 333-257249 4.2 6/21/2021
+Added: 3.2 11/07/2023
4.1 Form of Common Stock Certificate.
3 unchanged sentences
4.3 Description of Securities
+Added: 4.3 2/28/2023
10.1 Lyell Immunopharma, Inc.
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2021 Equity Incentive Plan.
−Removed: S-1/A 333-256470 10.3 6/9/2021
+Added: 99.3 6/21/2021
10.4 Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the Lyell Immunopharma, Inc.
6 unchanged sentences
2021 Employee Stock Purchase Plan.
−Removed: S-1/A 333-256470 10.6 6/9/2021
−Removed: 10.7 Lyell Immunopharma, Inc.
−Removed: 2021 Non-Employee Director Compensation Policy.
−Removed: S-1/A 333-256470 10.7 6/9/2021
+Added: 99.6 6/21/2021
Incorporation by Reference
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10.7 Lyell Immunopharma, Inc.
+Added: Non-Employee Director Compensation Policy.
+Added: 10.2 11/7/2023
+Added: 10.8 Lyell Immunopharma, Inc.
Officer Severance Plan.
8 unchanged sentences
S-1 333-256470 10.12 5/25/2021
−Removed: 10.13 Offer Letter by and between the Registrant and Rahsaan W.
−Removed: Thompson, dated September 12, 2022.
+Added: 10.13 R elease and Separation Agreement, by and between the Registrant and Rahsaan Thompson, effective June 24, 2023.
10-Q 001-40502 10.1 8/8/2023
1 unchanged sentence
S-1 333-256470 10.14 5/25/2021
+Added: 10.15 O ffer Letter by and between the Registrant and Matthew Lang, dated May 12, 2023.
+Added: 10.1 11/07/2023
+Added: 10.16 O ffer Letter by and between the Registrant and Gary Lee, dated Nove m b er 24, 2021.
10.17 Severance Waiver by and between the Registrant and Stephen Hill, dated April 19, 2022.
12 unchanged sentences
S-1 333-256470 10.20 5/25/2021
+Added: Incorporation by Reference
+Added: Number Exhibit Description Form File Number Exhibit/
+Added: Reference Filing
10.24 Lease by and between the Registrant and BMR-500 Fairview Avenue LLC, dated November 27, 2018, as amended.
4 unchanged sentences
23.1 Consent of independent registered public accounting firm.
−Removed: Incorporation by Reference
−Removed: Number Exhibit Description Form File Number Exhibit/
−Removed: Reference Filing
24.1 Power of Attorney (included on signature page).
3 unchanged sentences
Section 1350.
+Added: 97.1 Incentive Compensation Recoupment Policy dated September 6, 2023.
101.INS XBRL Instance Document.
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*Portions of this exhibit (indicated by [*]) have been omitted because the registrant has determined that the information is both not material and is the type that the registrant treats as private or confidential.
+Added: + The certifications attached as Exhibit 32.1 accompanying this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Form 10-K Summary.
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POWER OF ATTORNEY
−Removed: 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.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lynn Seely, Charles Newton and Matthew Lang, 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:
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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.