Allogene Therapeutics Inc美股招股说明书(2026-04-13版)

Common Stock We are offering $175,000,000of shares of our common stock at a purchase price of $per share. Our common stock is listed on the Nasdaq Global Select Market under the symbol “ALLO.” On April 10, 2026, the lastreported sale price of our common stock was $2.72per share. The final public offering price will be determined throughnegotiation between us and the lead underwriters in the offering and the recent market price used throughout this prospectussupplement may not be indicative of the actual offering price. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning onpage S-8 of this prospectus supplement and in the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.Any representation to the contrary is a criminal offense. PerShareTotalPublic offering price$$Underwriting discounts(1).$$Proceeds, before expenses, to Allogene Therapeutics, Inc.$$ (1)See the section entitled “Underwriting” for additional information regarding compensation payable to the underwriters. We have granted the underwriters a 30-day option to purchase up to an additional $26,250,000of shares of our commonstock at the price to the public less the underwriting discounts. We and the underwriters expect to deliver the shares of our common stock against payment in New York, New York on or, 2026. TD Cowen Table of Contents TABLE OF CONTENTSProspectus Supplement About this Prospectus SupplementProspectus Supplement SummaryRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDilutionUnderwritingLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference Prospectus ABOUT THIS PROSPECTUSSUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSLEGAL OWNERSHIP OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part, the accompanying prospectus dated April25, 2024, including the documentsincorporated by reference therein, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and theinformation contained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and ExchangeCommission (SEC) before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement.If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a documentincorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlierstatement. You should assume that the information contained in this prospectus supplement is accurate as of the date on the front cover of this prospectussupplement only and that any information we have incorporated by reference or included in the accompanying prospectus is accurate only as of the dategiven in the document incorporated by reference or as of the date of the prospectus, as applicable, regardless of the time of delivery of this prospectussupplement or the accompanying prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects mayhave changed since that date. Unless the context indicates otherwise, as used in this prospectus supplement, the terms “Allogene,” “the Company,” “we,” “us” and “our” refer toAllogene Therapeutics, Inc. This prospectus supplement, the accompanying prospectus and the information incorporated herein and therein by reference may includetrademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated byreference into this prospectus supplement or the accompanying prospectus are the property of their respective owners. Table of Contents PROSPECTUS SUPPLEMENT SUMMARY This summary highlights selected information contained elsewhere or i