Allogene holders approve 800,000,000 shares; files ATM supplement for up to $135.0 million

Allogene Therapeutics, Inc. held its 2026 annual meeting of stockholders on June 18, 2026 and reported the results in an 8-K filed June 22, 2026. Stockholders approved an amendment to the certificate of incorporation that raises authorized common stock from 400,000,000 shares to 800,000,000. The vote was 221,767,995 for, 6,535,254 against and 122,159 abstaining. The amendment was filed with the Delaware Secretary of State on June 18, 2026 and took effect that day.

At the April 20, 2026 record date, 345,024,351 shares were outstanding. The 8-K gives that count but does not say how many of the new authorized shares the company plans to issue.

The directors and the other votes

Stockholders elected Deborah Messemer, Vicki Sato, Ph.D. and Owen Witte, M.D. as Class II directors, each until the 2029 annual meeting. Messemer received 202,325,767 votes for and 26,099,641 withheld. Sato received 202,326,299 for and 26,099,109 withheld. Witte received 189,310,484 for and 39,114,924 withheld, the largest withheld total of the three.

The advisory vote on executive pay passed with 213,098,167 votes for, 11,951,256 against and 3,375,985 abstaining. On how often to hold that vote, 224,054,368 shares favored every year, 228,313 favored every two years and 757,992 favored every three years. The board will hold the vote every year. Stockholders also ratified Ernst & Young LLP as auditor for 2026, with 282,022,884 votes for and 503,156 against.

The at-the-market program

On June 22, 2026, Allogene filed a prospectus supplement covering sales of common stock with an aggregate offering price of up to $135.0 million. The sales would be made through an at-the-market program under a Sales Agreement dated November 5, 2019, amended on November 2, 2022 and November 2, 2023. The agent is TD Securities (U.S.A.) LLC, formerly Cowen and Company, LLC. Cooley LLP gave the legal opinion on the shares, filed as Exhibit 5.1.

An at-the-market program lets a company sell shares into the market over time rather than in one offering. The 8-K does not say how much stock has already been sold under the agreement, so the size of the new supplement relative to past sales cannot be checked from this filing.

The business behind the share request

The 10-K filed on March 12, 2026 describes Allogene as a clinical-stage immuno-oncology company developing allogeneic, or donor-derived, T cell products for cancer and autoimmune disease. It says the company has treated more than 200 patients across six clinical studies. Its three core programs are cemacabtagene ansegedleucel, or cema-cel, in first-line large B-cell lymphoma through the ALPHA3 trial; ALLO-329 in autoimmune disease; and ALLO-316 in renal cell carcinoma through the TRAVERSE trial.

The 10-K says the readouts expected in the second quarter of 2026 "could begin to validate" several core assumptions about off-the-shelf CAR T therapy. That is the company's own framing of results it had not yet reported. Its executive chair, Arie Belldegrun, and its chief executive, David Chang, both came from Kite Pharma.

The money

The 10-K shows no revenue for 2025 and $22,000 in 2024. Research and development expense was $150.2 million in 2025, down from $192.3 million. The net loss was $190.9 million in 2025 and $257.6 million in 2024. Cash used in operations was $149.2 million in 2025 and $200.3 million in 2024. Year-end 2024 cash and cash equivalents were $75.2 million, with short-term investments of $217.3 million.

The $135.0 million at-the-market program is set against a 2025 net loss of $190.9 million and cash used in operations of $149.2 million. The stockholder vote adds room to issue stock, and the 8-K shows 345,024,351 shares already outstanding before any new issue.

Report an error

Companies in this story

ALLOAllogene Therapeutics, Inc.NASDAQ · United StatesOpen the starter desk