Tender-Offer Communication by an Issuer or Third Party — Schedule TO
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: SC TO-C Tender-Offer Communication re: an Issuer or Third HTML 19K Party
2: EX-99.2 Miscellaneous Exhibit HTML 10K
‘SC TO-C’ — Tender-Offer Communication re: an Issuer or Third Party
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
☐
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable. Form or Registration No.: Not applicable.
Filing Party: Not applicable. Date Filed: Not applicable.
☒
Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐
third-party tender offer subject to Rule 14d-1.
☒
issuer tender offer subject to Rule 13e-4.
☐
going-private
transaction subject to Rule 13e-3.
☐
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
Attached is (1) the preliminary proxy statement for the 2022 Annual Meeting of Stockholders of Allogene Therapeutics, Inc., a Delaware corporation (the “Company”), to be held on June 15, 2022 (the “Preliminary Proxy Statement”), which contains a proposal to be submitted to the Company’s stockholders to approve a stock option exchange program that would permit certain employees to voluntarily exchange
certain eligible stock options owned by them for a lesser number of new stock options with an exercise price set using the closing trading price of the Company’s common stock on the date of their grant (the “Option Exchange Program”); and (2) a communication (the “Employee Communication”) sent by the Chief Executive Officer, on April 14, 2022 to Company employees regarding the potential Option Exchange Program.
Neither the Preliminary Proxy Statement nor Employee Communication constitute an offer to holders of the Company’s outstanding stock options to exchange those options. The Option Exchange Program will only be commenced, if at all, if the Company’s stockholders first approve the Option Exchange Program.
The Option Exchange Program has not yet commenced. Even if stockholder approval
is obtained, the Company may decide not to implement the Option Exchange Program. The Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) if and when the Option Exchange Program commences. Option holders should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important information about the Option Exchange Program.
The Company’s stockholders and option holders will be able to obtain the written materials described above and the other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov or by directing a written request to: Corporate Secretary, at 210 East Grand Avenue, South San Francisco,
California94080.
