Lyell Immunopharma, Inc. filed a Form 8-K with the SEC on November 4, 2026, disclosing a Securities Purchase Agreement dated November 3, 2026, to sell 7,428,040 shares of common stock in a private placement expected to generate approximately $80.0 million in gross proceeds.

Key Highlights

  • Shares offered: 7,428,040 shares of common stock, par value $0.0001 per share, to be sold to institutional accredited investors.
  • Purchase price: $10.77 per share, as stated in the Securities Purchase Agreement.
  • Expected gross proceeds: Approximately $80.0 million, before expenses, according to the filing.
  • Scheduled closing: On or about November 4, 2026, subject to customary closing conditions.
  • Exemption relied upon: Section 4(a)(2) of the Securities Act of 1933, as amended, for the unregistered sale.
  • Resale registration commitment: The company agreed to file a resale registration statement with the SEC within 30 days after closing, with cash penalties applicable for registration failures.

Lyell Immunopharma Discloses Private Placement Terms and Registration Obligations

According to the Form 8-K filed by Lyell Immunopharma, Inc. (NASDAQ:LYEL) on November 4, 2026, the company entered into a Securities Purchase Agreement on November 3, 2026, with certain institutional accredited investors. Under the agreement, the company agreed to sell and issue an aggregate of 7,428,040 shares of its common stock at a purchase price of $10.77 per share. The filing reports total expected gross proceeds of approximately $80.0 million before expenses.

The company disclosed that the transaction is structured as a private placement, with the company relying on the exemption from Securities Act registration requirements provided by Section 4(a)(2). The filing states that each investor provided representations appropriate for a private placement, and that restrictive legends will be affixed to the shares. Closing was scheduled to occur on or about November 4, 2026, subject to the satisfaction of customary closing conditions.

Under the terms of the Purchase Agreement, the company disclosed that it has agreed to prepare and file, within 30 days after closing, a registration statement with the SEC to register the shares for resale, and to cause that registration statement to promptly become effective. The filing also notes that "certain cash penalties will apply to the Company in the event of registration failures." The report was signed by Mark Meltz, General Counsel, on behalf of the registrant. The filing notes that statements regarding the timing, size, and completion of the private placement are forward-looking and subject to risks and uncertainties described in the company's cautionary language.

What Was Disclosed

Lyell Immunopharma disclosed an agreement to sell 7,428,040 shares of common stock at $10.77 per share to institutional accredited investors in a private placement, with gross proceeds expected to be approximately $80.0 million before expenses, and a commitment to file a resale registration statement within 30 days of closing.