What changed in this filing

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Item 9A. Controls and Procedures

2025-03-11 compared with 2024-02-28 · 42 added, 58 removed, 146 unchanged (41% of the section changed)

22 unchanged sentences

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, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2023 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.

In accordance with SEC staff guidance, which allows companies to exclude certain acquisitions from management’s report on internal control over financial reporting, our assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of ImmPACT Bio USA Inc., which was acquired during October 2024.

Total assets and operating expenses attributable to the acquisition of ImmPACT Bio USA Inc., represented approximately 3% of our consolidated assets as of December 31, 2024 and 4% of our total operating expenses for the year ended December 31, 2024.

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, 2024 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, 2023, 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, 2023, 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, 2023 and 2022, 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, 2023, and the related notes and our report dated February 28, 2024 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, 2024

Other Information.

3 unchanged sentences

Directors, Executive Officers and Corporate Governance.

Code of Ethics

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.

The full text of our Code of Business Conduct and Ethics may be viewed at the investor 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.

Insider Trading Policy

Our Board of Directors adopted an insider trading policy governing the purchase and sale of, and/or other transactions in, the Company’s securities by our directors, officers, employees and designated consultants that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

Directors, officers, employees and designated consultants may not buy, sell or engage in other transactions in our common stock while aware of material non-public information or engage in hedging or the use of margin accounts involving the Company’s securities;

buy or sell securities of other companies while aware of material non-public information about those companies that they became aware of as a result of business dealings between the Company and those companies;

or disclose material non-public information to any unauthorized persons outside of the Company.

The remainder of the information required by this item is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 .

7 unchanged sentences

The information required by this item is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 .

Exhibit and Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

(a) The following documents are being filed as part of this report:

3 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

5 unchanged sentences

Reference Filing

Agreement and Plan of Merger, dated as of October 24, 2024, by and among the Registrant, ImmPACT Bio USA Inc., Inspire Merger Sub Inc.

and WT Representative LLC, solely in its capacity as the Representative.

2.1 10/24/2024

3.1 Amended and Restated Certificate of Incorporation.

20 unchanged sentences

S-1/A 333-256470 10.4 6/9/2021

Incorporation by Reference

Number Exhibit Description Form File Number Exhibit/

Reference Filing

Forms of Restricted Stock Unit Grant Notice and Award Agreement under the Lyell Immunopharma, Inc.

4 unchanged sentences

99.6 6/21/2021

Incorporation by Reference

Number Exhibit Description Form File Number Exhibit/

Reference Filing

Lyell Immunopharma, Inc.

12 unchanged sentences

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

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

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 O ffer Letter by and between the Registrant and Matthew Lang, dated May 12, 2023.

Offer Letter by and between the Registrant and Matthew Lang, dated May 12, 2023.

10.1 11/07/2023

10.16 O ffer Letter by and between the Registrant and Gary Lee, dated Nove m b er 24, 2021.

Offer Letter by and between the Registrant and Gary Lee, dated November 24, 2021.

10.16 2/28/2024

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

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

10.18 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

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

S-1 333-256470 10.16 5/25/2021

Success Payment Agreement, by and between the Registrant and The Board of Trustees of the Leland Stanford Junior University, dated October 1, 2020.

S-1 333-256470 10.17 5/25/2021

10.21 Success Payment Agreement, by and between the Registrant and Fred Hutchinson Cancer Research Center, dated December 19, 2018.

S-1 333-256470 10.18 5/25/2021

10.17 Standard Office Lease for Building C by and between the Registrant and Bre Wa Office Owner LLC, dated August 28, 2019.

2 unchanged sentences

S-1 333-256470 10.20 5/25/2021

Incorporation by Reference

Number Exhibit Description Form File Number Exhibit/

Reference Filing

10.19 Lease by and between the Registrant and BMR-500 Fairview Avenue LLC, dated November 27, 2018, as amended.

3 unchanged sentences

S-1 333-256470 10.22 5/25/2021

10.21 Registration Rights Agreement, dated as of October 31, 2024, by and among Lyell Immunopharma, Inc., each of the Sellers Party thereto and WT Representative LLC, solely in its capacity as the Representative of the Sellers.

10.1 10/31/2024

Incorporation by Reference

Number Exhibit Description Form File Number Exhibit/

Reference Filing

10.22 Exclusive License Agreement by and between Kalthera, Inc., a subsidiary of the Registrant, and the Regents of the University of California, acting through The Technology Development Group of the University of California, Los Angeles (UCLA), dated February 18, 2021, as amended .

19.1 L yell Immunopharma, Inc.

Insider Trading Policy.

23.1 Consent of independent registered public accounting firm.

5 unchanged sentences

97.1 Incentive Compensation Recoupment Policy dated September 6, 2023.

97.1 2/28/2024 X

101.INS XBRL Instance Document.

8 unchanged sentences

*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.

# Indicates management contract or compensatory plan or arrangement.

+ 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.

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 February 28, 2024.

LYELL IMMUNOPHARMA, INC.

6 unchanged sentences

Signature Title Date

/s/ LYNN SEELY President, Chief Executive Officer and Director February 28, 2024

/s/ LYNN SEELY President, Chief Executive Officer and Director March 11, 2025

Lynn Seely, M.D.

(Principal Executive Officer)

/s/ CHARLES NEWTON Chief Financial Officer February 28, 2024

/s/ CHARLES NEWTON Chief Financial Officer March 11, 2025

Charles Newton (Principal Financial and Accounting Officer)

/s/ RICHARD D.

KLAUSNER Chair of the Board of Directors February 28, 2024

KLAUSNER Chair of the Board of Directors March 11, 2025

Klausner, M.D.

/s/ HANS BISHOP Director February 28, 2024

/s/ OTIS BRAWLEY Director February 28, 2024

/s/ OTIS BRAWLEY Director March 11, 2025

Otis Brawley, M.D.

/s/ CATHERINE FRIEDMAN Director February 28, 2024

/s/ CATHERINE FRIEDMAN Director March 11, 2025

Catherine Friedman

/s/ ELIZABETH NABEL Director February 28, 2024

/s/ ELIZABETH NABEL Director March 11, 2025

Elizabeth Nabel, M.D.

/s/ ROBERT NELSEN Director February 28, 2024

/s/ ROBERT NELSEN Director March 11, 2025

Robert Nelsen

/s/ WILLIAM RIEFLIN Director February 28, 2024

/s/ SUMANT RAMACHANDRA

Director March 11, 2025

Sumant Ramachandra, M.D., Ph.D.

/s/ WILLIAM RIEFLIN Director March 11, 2025

William Rieflin

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