UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Allakos Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2023, the Board of Directors (the “Board”) of Allakos Inc. (the Company”), upon the recommendation of the Corporate Governance and Nominating Committee of the Board, increased the authorized number of directors on the Board from six (6) to eight (8) members and appointed E. Rand Sutherland, M.D. and Dolca Thomas, M.D. to the Board and to the newly established Research and Clinical Development Committee of the Board (the “Research and Clinical Development Committee”), effective immediately. Drs. Sutherland and Thomas will serve as a Class III and Class I directors, respectively, with terms expiring at the Company’s 2024 and 2025 annual meetings of stockholders, respectively, or until each of their successors is elected and qualified, or until their earlier death, resignation or removal. The Board has determined that Drs. Sutherland and Thomas each satisfy the applicable independence requirements of the Nasdaq Listing Rules.

There are no arrangements or understandings between Drs. Sutherland and Thomas and any other person pursuant to which Drs. Sutherland and Thomas were selected as a director. In addition, there are no transactions in which Drs. Sutherland and Thomas has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Drs. Sutherland and Thomas will receive compensation for their service pursuant to the Company’s outside director compensation policy, as amended by the Board on July 31, 2023 (the “Policy”). This includes an annual cash retainer of $55,000 (paid quarterly in arrears on a prorated basis), consisting of $47,500 per year for service as a non-employee director and $7,500 per year for service as a member of the Research and Clinical Development Committee.

Additionally, pursuant to the Policy, as new non-employee directors, each of Drs. Sutherland and Thomas were granted a stock option to purchase shares of common stock having a fair value of $593,000, which vests as to 1/36th of the total number of shares on each monthly anniversary following the commencement of their service as a board member, subject to their continued service to the Company through such vesting dates. Additionally, they will each be eligible for equity awards on the same terms as other continuing non-employee members of the Board. The Policy provides that on the date of each annual meeting of stockholders, each non-employee director will be automatically granted a stock option to purchase shares of common stock having a fair value of $296,000, which shall vest on the earlier of (i) the one-year anniversary of such grant date or (ii) the date of the Company’s next annual meeting that occurs following such grant date, in each case subject to continued service to the Company through such date. Pursuant to the Policy, the fair value of each grant shall be based on the 30-day moving average prior to the grant date. In the event of a change in control (as defined in the Company’s 2018 Equity Incentive Plan), the stock options will vest in full.

Additionally, the Company entered into indemnification agreements with Drs. Sutherland and Thomas in substantially the same form that the Company has entered into with each of its existing directors.

On August 2, 2023, the Company issued a press release to announce the appointment of Drs. Sutherland and Thomas to the Board. A copy of such press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.