FATE / Fate Therapeutics, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Amendment No. 5 to Collaboration and Option Agreement by and between the Registrant and Ono Pharmaceutical Co., Ltd, dated June 13, 2025

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” AMENDMENT NO. 5 TO COLLABORATION AND OPTION AGREEMENT The Amendment No. 5 to Collaboration and Option Agreement (t

Fate Therapeutics Reports Second Quarter 2025 Financial Results and Business Updates First patient treated with FT819 off-the-shelf CAR T-cell product candidate following fludarabine-free conditioning for severe lupus nephritis demonstrated durabilit

EX-99.1 Exhibit 99.1 Fate Therapeutics Reports Second Quarter 2025 Financial Results and Business Updates First patient treated with FT819 off-the-shelf CAR T-cell product candidate following fludarabine-free conditioning for severe lupus nephritis demonstrated durability of response with drug-free definition of remission in systemic lupus erythematosus (DORIS) at 12-month follow-up Held initial d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

be UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, INC

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 Date of Report (Date of earliest event reported): August 7, 2025 FATE THERAPEUTICS,

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 Date of Report (Date of earliest event reported): August 7, 2025 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 FATE THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on June 4, 2025

As filed with the Securities and Exchange Commission on June 4, 2025 Registration No.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Fate Therapeutics, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): May 29, 2025 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fi

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Fate Therapeutics, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FATE THERAPEUTICS, INC. Fate Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. That the Board of Directors of the Corporation has duly adopted resolutions pursua

Fate Therapeutics Appoints Matthew Abernethy, M.B.A., to its Board of Directors

Exhibit 99.1 Fate Therapeutics Appoints Matthew Abernethy, M.B.A., to its Board of Directors San Diego, CA – May 30, 2025 – Fate Therapeutics, Inc. (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to bringing a pipeline of induced pluripotent stem cell (iPSC)-derived off-the-shelf cellular immunotherapies to patients, today announced the appointment of Matthew Abernethy, M.B.A.

Second Amended and Restated 2022 Stock Option and Incentive Plan and form agreements thereunder

Exhibit 10.1 FATE THERAPEUTICS, INC. SECOND AMENDED AND RESTATED 2022 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Fate Therapeutics, Inc. Second Amended and Restated 2022 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants

Fate Therapeutics Reports First Quarter 2025 Financial Results and Business Updates Additional Phase 1 Data for FT819 Off-the-Shelf CAR T-cell Product Candidate in Moderate-to-Severe Systemic Lupus Erythematosus to be Featured in Oral Presentation at

Exhibit 99.1 Fate Therapeutics Reports First Quarter 2025 Financial Results and Business Updates Additional Phase 1 Data for FT819 Off-the-Shelf CAR T-cell Product Candidate in Moderate-to-Severe Systemic Lupus Erythematosus to be Featured in Oral Presentation at EULAR 2025 Congress in June Regenerative Medicine Advanced Therapy Designation Granted by the FDA for FT819 in Moderate-to-Severe System

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

be UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, IN

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 13, 2025 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Fate Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Business Updates Phase 1 Dose Expansion Initiated for FT819 Off-the-Shelf CAR T-cell Product Candidate with Fludarabine-free Conditioning in Moderate-to-Severe SLE Comp

Exhibit 99.1 Fate Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Business Updates Phase 1 Dose Expansion Initiated for FT819 Off-the-Shelf CAR T-cell Product Candidate with Fludarabine-free Conditioning in Moderate-to-Severe SLE Completed Type D Meeting with FDA to Enable FT819 Off-the-Shelf CAR T-cell Dose Expansion in Additional B Cell-mediated Autoimmune Diseases F

Employment Agreement by and between the Registrant and Bahram Valamehr, dated March 3, 2025

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made by and between Fate Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-36076 FATE THERAPEUTIC

Amended and Restated Non-Employee Director Compensation Policy

FATE THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Fate Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 05, 2025 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission

Insider Trading Policy

FATE THERAPEUTICS, INC. Insider Trading POLICY Fate Therapeutics, Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors and employees (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the severe consequences associated with viol

Strategic Advisory Services Agreement between the Registrant and J. Scott Wolchko, dated as of December 31, 2024

EX-10.1 Exhibit 10.1 STRATEGIC ADVISORY SERVICES AGREEMENT Effective January 1, 2025 (the “Start Date”), J. Scott Wolchko (“Advisor”) and Fate Therapeutics, Inc. (“Company”) agree as follows pursuant to the instant agreement (“Advisory Agreement” or “Agreement”): 1. Incorporation of Terms. Advisor and Company agree that the terms of the concurrently executed “Separation Agreement and Release” exec

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 Date of Report (Date of earliest event reported): December 31, 2024 FATE THERAPEUTI

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 Date of Report (Date of earliest event reported): December 31, 2024 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commissi

Fate Therapeutics Announces Leadership Transition Bob Valamehr, Ph.D. MBA, To Become President and CEO January 1, 2025 Scott Wolchko To Retire as President and CEO after 10 years of Leadership in Pioneering iPSC-derived Cellular Immunotherapies

EX-99.1 Exhibit 99.1 Fate Therapeutics Announces Leadership Transition Bob Valamehr, Ph.D. MBA, To Become President and CEO January 1, 2025 Scott Wolchko To Retire as President and CEO after 10 years of Leadership in Pioneering iPSC-derived Cellular Immunotherapies San Diego, CA – November 29, 2024 – Fate Therapeutics, Inc. (NASDAQ: FATE) (“Fate Therapeutics” or the “Company”), a clinical-stage bi

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 Date of Report (Date of earliest event reported): November 27, 2024 FATE THERAPEUTI

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 Date of Report (Date of earliest event reported): November 27, 2024 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commissi

FATE / Fate Therapeutics, Inc. / Point72 Asset Management, L.P. - FATE THERAPEUTICS, INC. Passive Investment

SC 13G/A 1 p24-3160sc13ga.htm FATE THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 31189P102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement)

Amendment No.4 to Collaboration and Option Agreement by and between the Registrant and Ono Pharmaceutical Co., Ltd, dated August 28, 2024

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” AMENDMENT No. 4 TO COLLABORATION AND OPTION AGREEMENT The Amendment No. 4 to Collaboration and Option Agreement (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, I

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 12, 2024 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commissi

Fate Therapeutics Reports Third Quarter 2024 Financial Results and Business Updates Initial Clinical Data from Phase 1 Autoimmunity Study of FT819 1XX CAR T-cell Product Candidate to be Presented in 4Q24; Second Treatment Arm Adding FT819 to Maintena

Exhibit 99.1 Fate Therapeutics Reports Third Quarter 2024 Financial Results and Business Updates Initial Clinical Data from Phase 1 Autoimmunity Study of FT819 1XX CAR T-cell Product Candidate to be Presented in 4Q24; Second Treatment Arm Adding FT819 to Maintenance Therapy without Conditioning Chemotherapy Opened for Enrollment FT522 Multi-indication IND Application for Conditioning-free Treatmen

FATE / Fate Therapeutics, Inc. / Boxer Capital Management, LLC Passive Investment

SC 13G/A 1 ff403185813ga1-fate.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 31189P102 (CUSIP Number) October 10, 2024 (Date of Event which Requires Filing of this Statement) Check the appropri

Amended and Restated Form of Indemnification Agreement

Exhibit 10.1 FATE THERAPEUTICS, INC. [AMENDED AND RESTATED]1 [DIRECTOR][OFFICER] INDEMNIFICATION AGREEMENT This [Amended and Restated] Indemnification Agreement (“Agreement”) is made as of [, 20], by and between Fate Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individual

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

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 Date of Report (Date of earliest event reported): August 26, 2024 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Fate Therapeutics Reports Second Quarter 2024 Financial Results and Business Updates Enrollment Ongoing with FT819 1XX CAR T-cell Product Candidate in Phase 1 Autoimmunity Study; Single-agent Cyclophosphamide Included as Alternative Conditioning Regi

Exhibit 99.1 Fate Therapeutics Reports Second Quarter 2024 Financial Results and Business Updates Enrollment Ongoing with FT819 1XX CAR T-cell Product Candidate in Phase 1 Autoimmunity Study; Single-agent Cyclophosphamide Included as Alternative Conditioning Regimen First Patient Treated with FT522 CAR NK Cell Product Candidate in Conditioning-free Arm of Phase 1 B Cell Lymphoma Study FT522 Multi-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, INC. (

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 13, 2024 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): July 29, 2024 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission F

Fate Therapeutics Appoints Neely Mozaffarian, MD, PhD, FACR, to its Board of Directors

Exhibit 99.1 Fate Therapeutics Appoints Neely Mozaffarian, MD, PhD, FACR, to its Board of Directors San Diego, CA – July 31, 2024 – Fate Therapeutics, Inc. (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to bringing a first-in-class pipeline of induced pluripotent stem cell (iPSC)-derived cellular immunotherapies to patients with cancer and autoimmune diseases, today announced

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FATE THERAPEUTICS, INC. Fate Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. That the Board of Directors of the Corporation has duly adopted resolutions pursua

As filed with the Securities and Exchange Commission on June 10, 2024

As filed with the Securities and Exchange Commission on June 10, 2024 Registration No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 Date of Report (Date of earliest event reported): June 7, 2024 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Fate Therapeutics, Inc.

Amended and Restated 2022 Stock Option and Incentive Plan and form agreements thereunder

Exhibit 10.1 FATE THERAPEUTICS, INC. AMENDED AND RESTATED 2022 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Fate Therapeutics, Inc. Amended and Restated 2022 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Fate Therap

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 3, 2024 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fi

Current Report

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 Date of Report (Date of earliest event reported): May 30, 2024 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): May 9, 2024 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fil

Fate Therapeutics Reports First Quarter 2024 Financial Results and Business Updates First Lupus Patient Treated with FT819 CAR T-cell Product Candidate in Phase 1 Autoimmunity Study; Future Clinical Development of FT819 to Focus Exclusively on Autoim

Exhibit 99.1 Fate Therapeutics Reports First Quarter 2024 Financial Results and Business Updates First Lupus Patient Treated with FT819 CAR T-cell Product Candidate in Phase 1 Autoimmunity Study; Future Clinical Development of FT819 to Focus Exclusively on Autoimmune Disease Enrollment Initiated with FT522 CAR NK Cell Product Candidate in Conditioning-free Treatment Arm of Phase 1 B Cell Lymphoma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 09, 2024 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission Fi

Fate Therapeutics Announces First Lupus Patient Treated in Phase 1 Autoimmunity Study of Off-the-shelf FT819 CAR T-cell Program Pre-treatment Sample of Patient’s Blood Showed Rapid and Potent Depletion of CD19+ B Cells in Ex Vivo Cytotoxicity Assay w

Exhibit 99.1 Fate Therapeutics Announces First Lupus Patient Treated in Phase 1 Autoimmunity Study of Off-the-shelf FT819 CAR T-cell Program Pre-treatment Sample of Patient’s Blood Showed Rapid and Potent Depletion of CD19+ B Cells in Ex Vivo Cytotoxicity Assay with FT819 Translational Data from FT819 Phase 1 B Cell Malignancies Study Support Key Therapeutic Mechanisms of Activity for B Cell-media

Up to 3,636,364 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants Offered by the Selling Stockholder Fate Therapeutics, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-278792 PROSPECTUS Up to 3,636,364 Shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants Offered by the Selling Stockholder Fate Therapeutics, Inc. Common Stock This prospectus relates to the proposed resale or other disposition from time to time by the selling stockholder identified in this prospectus (the S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy

Fate Therapeutics, Inc. 12278 Scripps Summit Drive San Diego, CA 92131

Fate Therapeutics, Inc. 12278 Scripps Summit Drive San Diego, CA 92131 VIA EDGAR April 25, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill, Office of Life Sciences Re: Fate Therapeutics, Inc.   Acceleration Request for Registration Statement on Form S-3   Filed April 18, 2024   File No. 333-278792 Dear

As filed with the Securities and Exchange Commission on April 18, 2024

Table of Contents As filed with the Securities and Exchange Commission on April 18, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) FATE THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Form of Lock-Up Agreement, dated March 19, 2024, for Michael Lee

EX-99.10 2 tm249643d1ex99-10.htm EXHIBIT 99.10 Exhibit 99.10 FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER STOCKHOLDERS PURSUANT TO SECTION 5(i) March 19, 2024 BofA Securities, Inc. Jefferies LLC Leerink Partners LC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Jef

FATE / Fate Therapeutics, Inc. / Redmile Group, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Fate Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 31189P102 (CUSIP Number) Redmile Group, LLC Attn: Jennifer Ciresi One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 Attention: Le

Securities Purchase Agreement, dated March 19, 2024, between the Registrant and RedCo II Master Fund, L.P.

EX-10.1 Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 19, 2024, is entered into by and between Fate Therapeutics, Inc., a Delaware corporation (the “Company”), and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A, as may be updated in accordance with Section 10(g) (individually, together

Fate Therapeutics Announces Pricing of $100 Million Underwritten Offering and Concurrent Private Placement

EX-99.1 Exhibit 99.1 Fate Therapeutics Announces Pricing of $100 Million Underwritten Offering and Concurrent Private Placement San Diego, CA – March 19, 2024 – (GLOBAL NEWSWIRE) – Fate Therapeutics, Inc. (the “Company” or “Fate Therapeutics”) (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to bringing a first-in-class pipeline of induced pluripotent stem cell (iPSC)-derived c

Form of Pre-Funded Warrant

EX-4.1 Exhibit 4.1 THESE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BUT HAVE BEEN OR WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLES

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 Date of Report (Date of earliest event reported): March 19, 2024 FATE THERAPEUTICS,

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 Date of Report (Date of earliest event reported): March 19, 2024 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Underwriting Agreement, dated as of March 19, 2024, among Fate Therapeutics, Inc., BofA Securities, Inc., Jefferies LLC and Leerink Partners LLC, as representatives of the underwriters named therein

Exhibit 1.1 EXECUTION VERSION FATE THERAPEUTICS, INC. (a Delaware corporation) 14,545,454 Shares of Common Stock UNDERWRITING AGREEMENT Dated: March 19, 2024 FATE THERAPEUTICS, INC. (a Delaware corporation) 14,545,454 Shares of Common Stock UNDERWRITING AGREEMENT March 19, 2024 BofA Securities, Inc. Jefferies LLC Leerink Partners LLC as Representatives of the several Underwriters c/o BofA Securiti

14,545,454 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-275402 P R O S P E C T U S  S U P P L E M E N T (To Prospectus dated November 27, 2023) 14,545,454 Shares of Common Stock   We are selling 14,545,454 shares of our common stock. Certain institutional and other accredited investors affiliated with or managed by Redmile Group, LLC, a significant stockholder of ours and an affiliate of o

Fate Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Business Updates CIRM Grant Awarded to Support Phase 1 Autoimmunity Study of FT819 CD19-targeted CAR T-cell Program for Systemic Lupus Erythematosus; Study Start-up Ong

Exhibit 99.1 Fate Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Business Updates CIRM Grant Awarded to Support Phase 1 Autoimmunity Study of FT819 CD19-targeted CAR T-cell Program for Systemic Lupus Erythematosus; Study Start-up Ongoing at Multiple Clinical Sites First Patient Treated in Phase 1 Study of FT522 ADR-armed, CD19-targeted CAR NK Cell Program; Dose Escala

Amended Code of Business Conduct and Ethics

FATE THERAPEUTICS, INC. Code of Business Conduct and Ethics – Chief Executive Officer’s Message Dear Colleague: You will find attached hereto our Code of Business Conduct and Ethics. Our Code is a reaffirmation of our commitment to conducting our business ethically and to observing applicable laws, rules and regulations. Fate Therapeutics, Inc.’s reputation and continued success is dependent upon

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

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 Date of Report (Date of earliest event reported): February 26, 2024 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commissi

Amendment 03 to Collaboration and Option Agreement, dated November 30, 2023, by and between the Registrant and Ono Pharmaceutical Co. Ltd.

Exhibit 10.41 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” AMENDMENT No. 3 TO COLLABORATION AND OPTION AGREEMENT The Amendment No. 3 to Collaboration and Option Agreement (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-3607

Compensation Recovery Policy

FATE THERAPEUTICS, INC. COMPENSATION RECOVERY POLICY Adopted as of November 2, 2023 Fate Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined b

Exclusive License Agreement, dated April 17, 2020, by an between the Registrant and Baylor College of Medicine

Exhibit 10.42 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” EXCLUSIVE LICENSE AGREEMENT Re: BCM BLG #[***], Entitled “Chimeric Defense Receptors (CDRs) for the Selective Tar

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Fate Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 31189P102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Joint Filing Agreement, dated February 12, 2024, among the Reporting Persons.

EX-99.1 2 ff301386713gex991-fate.htm Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Common Stock of Fate Therapeutics, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersi

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SC 13G 1 ff301386713g-fate.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 31189P102 (CUSIP Number) January 31, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

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SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Fate Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 31189P102 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-0411exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a

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SC 13G 1 p24-0411sc13g.htm FATE THERAPEUTICS INC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 31189P102 (CUSIP Number) January 24, 2024 (Date of Event Which Requires Filing of this Statement) Check the

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UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Fate Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 31189P102 (CUSIP Number) Redmile Group, LLC Attn: Jennifer Ciresi One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 Attention: Le

Fate Therapeutics, Inc. 12278 Scripps Summit Drive San Diego, CA 92131

Fate Therapeutics, Inc. 12278 Scripps Summit Drive San Diego, CA 92131 VIA EDGAR November 21, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller, Office of Life Sciences Re: Fate Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 Filed November 8, 2023 File No. 333-275402 Dear

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, I

Description of Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of this Quarterly Report on Form 10-Q of which this exhibit forms a part, Fate Therapeutics, Inc. (the “Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Common S

Open Market Sale AgreementSM, dated November 8, 2023, by and between the Registrant and Jefferies LLC

Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM November 8, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Fate Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common

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

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 Date of Report (Date of earliest event reported): November 08, 2023 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commissi

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) FATE THERAPEUTICS, INC.

Fate Therapeutics Reports Third Quarter 2023 Financial Results and Business Updates Phase 1 Study Open for Enrollment of FT522 ADR-armed, CD19-targeted CAR NK Cell Program for B-cell Lymphoma; Dose Escalation Designed to Assess 3-dose Treatment Sched

Exhibit 99.1 Fate Therapeutics Reports Third Quarter 2023 Financial Results and Business Updates Phase 1 Study Open for Enrollment of FT522 ADR-armed, CD19-targeted CAR NK Cell Program for B-cell Lymphoma; Dose Escalation Designed to Assess 3-dose Treatment Schedule with and without Conditioning Chemotherapy IND Application Cleared by FDA for FT825/ONO-8250 CAR T-cell Program for Solid Tumors; Inc

As filed with the Securities and Exchange Commission on November 8, 2023

Table of Contents As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): November 8, 2023 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commissio

Other Events

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 Date of Report (Date of earliest event reported): August 30, 2023 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 08, 2023 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, INC. (

Amended and Restated Non-Employee Director Compensation Policy

FATE THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Fate Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not

Fate Therapeutics Reports Second Quarter 2023 Financial Results and Business Updates Phase 1 Study Start-up Ongoing for FT522 ADR-armed, CD19-targeted CAR NK Cell Program for B-cell Lymphoma; Dose Escalation Designed to Assess 3-dose Treatment Schedu

Exhibit 99.1 Fate Therapeutics Reports Second Quarter 2023 Financial Results and Business Updates Phase 1 Study Start-up Ongoing for FT522 ADR-armed, CD19-targeted CAR NK Cell Program for B-cell Lymphoma; Dose Escalation Designed to Assess 3-dose Treatment Schedule with and without Conditioning Chemotherapy 2H23 IND Submission Planned under ONO Collaboration for FT825/ONO-8250; HER2-targeted CAR T

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

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 Date of Report (Date of earliest event reported): June 06, 2023 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission F

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

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 Date of Report (Date of earliest event reported): June 08, 2023 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission F

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

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 Date of Report (Date of earliest event reported): June 07, 2023 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission F

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

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 Date of Report (Date of earliest event reported): May 03, 2023 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, INC.

Fate Therapeutics Reports First Quarter 2023 Financial Results and Business Updates Dose Escalation Ongoing in Landmark Phase 1 Study of FT819 CD19-targeted 1XX CAR T-cell Program; Interim Clinical Data Demonstrated Favorable Safety Profile and Compl

Exhibit 99.1 Fate Therapeutics Reports First Quarter 2023 Financial Results and Business Updates Dose Escalation Ongoing in Landmark Phase 1 Study of FT819 CD19-targeted 1XX CAR T-cell Program; Interim Clinical Data Demonstrated Favorable Safety Profile and Complete Responses in Aggressive Large B-cell Lymphoma FT576 BCMA-targeted CAR NK Cell Program Accruing Patients in Multi-dose Escalation Coho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

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

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 Date of Report (Date of earliest event reported): April 13, 2023 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission

Joint Filing Agreement

Exhibit 99.7 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common stock, $0.001 par value per share, of Fate Therapeutics, Inc., which

Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitation of Class A Convertible Preferred Stock of Fate Therapeutics, Inc.

CERTIFICATE OF AMENDMENT TO FATE THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF CLASS A CONVERTIBLE PREFERRED STOCK Fate Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "DGCL"), in accordance with the provisions of Sections 103 and

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UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Fate Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 31189P102 (CUSIP Number) Redmile Group, LLC Attn: Jennifer Ciresi One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 Attention: Le

FATE / Fate Therapeutics Inc / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FATE THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 31189P102 (CUSIP Number) MARCH 16, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to whic

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Fate Therapeutics Inc. Title of Class of Securities: Common Stock CUSIP Number: 31189P102 Date of Event Which Requires Filing of this Statement: February 28, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-3607

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

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 Date of Report (Date of earliest event reported): February 28, 2023 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commissi

Fate Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Business Updates Ended 2022 with Approximately $475 Million in Cash, Cash Equivalents, and Receivables Multi-dose Treatment Cohorts Initiated in FT576 Phase 1 Study for

Fate Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Business Updates Ended 2022 with Approximately $475 Million in Cash, Cash Equivalents, and Receivables Multi-dose Treatment Cohorts Initiated in FT576 Phase 1 Study for Multiple Myeloma; Interim Clinical Data from Single-dose Cohorts Showed Objective Responses and Selective Depletion of Activated Host Immune Cells Mi

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Name State or Other Jurisdiction of Incorporation or Organization Names Under Which Subsidiary Does Business Fate Therapeutics (UK) Ltd. United Kingdom Fate Therapeutics (UK) Ltd. Tfinity Therapeutics, Inc. Delaware Tfinity Therapeutics, Inc. Fate Therapeutics B.V. Netherlands Fate Therapeutics B.V. Senescea Therapeutics, Inc. Delaware Senescea Therapeutics,

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fate Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 31189P102 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

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SC 13G/A 1 tv0889-fatetherapeuticsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Fate Therapeutics Inc. Title of Class of Securities: Common Stock CUSIP Number: 31189P102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to de

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

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 Date of Report (Date of earliest event reported): January 3, 2023 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission

Fate Therapeutics Announces Termination of Collaboration Agreement with Janssen, Pipeline Prioritization, Next-Generation Programs, and Key 2023 Initiatives Ended 2022 with Approximately $475 Million in Cash, Cash Equivalents & Receivables; 3-year Op

Exhibit 99.1 Fate Therapeutics Announces Termination of Collaboration Agreement with Janssen, Pipeline Prioritization, Next-Generation Programs, and Key 2023 Initiatives Ended 2022 with Approximately $475 Million in Cash, Cash Equivalents & Receivables; 3-year Operational Runway Provided through Pipeline Prioritization and Expense Reduction Advancing Second-generation CD19-targeted CAR NK Cell Pro

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): November 07, 2022 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commissi

Letter Agreement, dated November 7, 2022, by and between the Registrant and Ono Pharmaceutical Co., Ltd.

ONO PHARMACEUTICAL CO., LTD. 8-2, Kyutaromachi 1-Chome, Chuo-ku, Osaka-shi 541-8564, JAPAN TEL : 81-6-6263-5670 FAX : 81-6-6263-2976 November 7, 2022 Fate Therapeutics, Inc. Corporate Headquarters 12278 Scripps Summit Drive San Diego, CA 92131 United States of America Attention: Mr. Scott Wolchko Re: Amendment to Collaboration and Option Agreement with respect to Collaboration Candidate 2 Dear Mr.

Fate Therapeutics Announces Exercise by ONO Pharmaceutical of Option to HER2-targeted CAR T-Cell Product Candidate for Solid Tumors Multiplexed-engineered, iPSC-derived CAR T-cell Product Candidate Demonstrated Broad, Potent and Specific CAR Activity

Fate Therapeutics Announces Exercise by ONO Pharmaceutical of Option to HER2-targeted CAR T-Cell Product Candidate for Solid Tumors Multiplexed-engineered, iPSC-derived CAR T-cell Product Candidate Demonstrated Broad, Potent and Specific CAR Activity Across Multiple Preclinical Solid Tumor Models Fate and ONO to Jointly Develop and Commercialize FT825/ONO-8250 in U.

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

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 Date of Report (Date of earliest event reported): November 03, 2022 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, I

Fate Therapeutics Reports Third Quarter 2022 Financial Results and Highlights Operational Progress FT596+R Enrollment Ongoing in Three-dose Escalation Cohort for R/R BCL; Activating Community Sites for Investigation of FT596+R-CHOP in Newly-diagnosed

Exhibit 99.1 Fate Therapeutics Reports Third Quarter 2022 Financial Results and Highlights Operational Progress FT596+R Enrollment Ongoing in Three-dose Escalation Cohort for R/R BCL; Activating Community Sites for Investigation of FT596+R-CHOP in Newly-diagnosed Patients with Aggressive BCL Positive Feedback Received from FDA under FT516 RMAT Designation for Derivation of Clonal Engineered Master

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, INC. (

Fate Therapeutics Reports Second Quarter 2022 Financial Results and Highlights Operational Progress FT596+R Enrollment Ongoing in Multi-dose, Multi-cycle Cohorts for R/R BCL; Initiated Study Start-up for Investigation of FT596+R-CHOP in Newly-diagnos

Exhibit 99.1 Fate Therapeutics Reports Second Quarter 2022 Financial Results and Highlights Operational Progress FT596+R Enrollment Ongoing in Multi-dose, Multi-cycle Cohorts for R/R BCL; Initiated Study Start-up for Investigation of FT596+R-CHOP in Newly-diagnosed Patients with Aggressive BCL FT516 RMAT Meeting Scheduled with FDA for 3Q22 to Discuss Registrational Pathways for R/R BCL First Patie

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 03, 2022 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission

Amendment 01 to Collaboration and Option Agreement, dated June 28, 2022, by and between the Registrant and Ono Pharmaceutical Co. Ltd.

CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Fate Therapeutics Announces Expansion of Solid Tumor Collaboration with ONO Pharmaceutical for Off-the-Shelf, iPSC-derived CAR NK and CAR T-Cell Cancer Immunotherapies ONO to Contribute Novel Binding Domains for a Second Solid Tumor Antigen to the Co

Fate Therapeutics Announces Expansion of Solid Tumor Collaboration with ONO Pharmaceutical for Off-the-Shelf, iPSC-derived CAR NK and CAR T-Cell Cancer Immunotherapies ONO to Contribute Novel Binding Domains for a Second Solid Tumor Antigen to the Collaboration Expanded Partnership Enables Development of both CAR NK and CAR T-cell Collaboration Candidates for Solid Tumors San Diego, CA ? June 28, 2022 ? Fate Therapeutics, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): June 28, 2022 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 09, 2022 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission F

As filed with the U.S. Securities and Exchange Commission on June 9, 2022

As filed with the U.S. Securities and Exchange Commission on June 9, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 65-1311552 (State or other jurisdiction of incorporation or organization) (I.R.

Filing Fee Table.

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Fate Therapeutics, Inc.

2022 Stock Option and Incentive Plan and form agreements thereunder

Exhibit 99.1 FATE THERAPEUTICS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Fate Therapeutics, Inc. 2022 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Fate Therapeutics, Inc. (the ?Company?) and its Affil

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 04, 2022 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commission Fi

Fate Therapeutics Reports First Quarter 2022 Financial Results and Highlights Operational Progress FT596+R Enrollment Ongoing in Single- and Multi-dose, Multi-cycle Cohorts for R/R BCL FT596+R-CHOP Clinical Protocol for First-line Investigation to be

Exhibit 99.1 Fate Therapeutics Reports First Quarter 2022 Financial Results and Highlights Operational Progress FT596+R Enrollment Ongoing in Single- and Multi-dose, Multi-cycle Cohorts for R/R BCL FT596+R-CHOP Clinical Protocol for First-line Investigation to be Submitted to FDA in 2Q22 FT819 Enrollment Ongoing in Single- and Multi-dose Cohorts for R/R BCL in Landmark Study of Off-the-shelf, iPSC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d344565ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

License Agreement, dated April 9, 2020, by and between the Registrant and Dana-Farber Cancer Institute, Inc.

Exhibit 10.40 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH ?[***]?. Confidential DFCI Agreement No. [***] LICENSE AGREEMENT Title of Agreement: MICA/B Exclusive License Agreement Ef

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): February 28, 2022 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commissi

Fate Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results and Highlights Operational Progress Enrollment Ongoing in Multi-dose, Multi-cycle Escalation Cohort of FT596+R at 900 Million Cells per Dose for R/R BCL; Interim Phase 1 Da

Exhibit 99.1 Fate Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results and Highlights Operational Progress Enrollment Ongoing in Multi-dose, Multi-cycle Escalation Cohort of FT596+R at 900 Million Cells per Dose for R/R BCL; Interim Phase 1 Data of 16 Patients Showed 69% ORR and 56% CR in Single-dose Escalation Cohorts of FT596+R at ?90 Million Cells Granted RMAT Designation fo

As filed with the U.S. Securities and Exchange Commission on February 28, 2022

As filed with the U.S. Securities and Exchange Commission on February 28, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 65-1311552 (State or other jurisdiction of incorporation or organization)

Filing Fee Table.

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Fate Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-3607

FATE / Fate Therapeutics Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Fate Therapeutics Inc. Title of Class of Securities: Common Stock CUSIP Number: 31189P102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

FATE / Fate Therapeutics Inc / ARK Investment Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): December 13, 2021 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commissi

Fate Therapeutics Showcases Positive Interim Phase 1 Data from FT596 Off-the-shelf, iPSC-derived CAR NK Cell Program for Relapsed / Refractory B-cell Lymphoma at 2021 ASH Annual Meeting 5 of 6 Patients Achieve Objective Response, including 4 Patients

Exhibit 99.2 Fate Therapeutics Showcases Positive Interim Phase 1 Data from FT596 Off-the-shelf, iPSC-derived CAR NK Cell Program for Relapsed / Refractory B-cell Lymphoma at 2021 ASH Annual Meeting 5 of 6 Patients Achieve Objective Response, including 4 Patients with Complete Response, with Single Dose of FT596 at 900 Million Cells in Combination with Rituximab 13 of 19 Patients Achieve Objective

Fate Therapeutics Highlights Positive Durability of Response Data from FT516 Phase 1 Study for B-cell Lymphoma and Announces FDA Regenerative Medicine Advanced Therapy Designation Granted to FT516 for Relapsed / Refractory DLBCL 6 of 10 Patients Naïv

Exhibit 99.1 Fate Therapeutics Highlights Positive Durability of Response Data from FT516 Phase 1 Study for B-cell Lymphoma and Announces FDA Regenerative Medicine Advanced Therapy Designation Granted to FT516 for Relapsed / Refractory DLBCL 6 of 10 Patients Na?ve to Treatment with Autologous CAR T-cell Therapy Continue in Ongoing Response at Median Follow-up of 9.1 Months, including 4 Patients wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, I

Power of Attorney (included on the signature pages to this registration statement)

As filed with the Securities and Exchange Commission on November 4, 2021 Registration No.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): November 4, 2021 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commissio

Open Market Sale Agreement, dated November 4, 2021, by and between the Registrant and Jefferies LLC

Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM November 4, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Fate Therapeutics, Inc, a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s common

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 04, 2021 FATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36076 65-1311552 (State or Other Jurisdiction of Incorporation) (Commissi

Fate Therapeutics Reports Third Quarter 2021 Financial Results and Highlights Operational Progress Initiated Enrollment in Phase 1 Clinical Studies of FT538 and FT576 for R/R Multiple Myeloma FT596 Interim Phase 1 Data of 14 Patients in Single-Dose E

Exhibit 99.1 Fate Therapeutics Reports Third Quarter 2021 Financial Results and Highlights Operational Progress Initiated Enrollment in Phase 1 Clinical Studies of FT538 and FT576 for R/R Multiple Myeloma FT596 Interim Phase 1 Data of 14 Patients in Single-Dose Escalation Cohorts 2 and 3 for R/R Lymphoma Showed 71% ORR and 50% CR; Differentiated Safety Profile with Two Low-Grade Events of CRS and

Open Market Sale AgreementSM dated as of November 4, 2021 by and between the registrant and Jefferies LLC

EX-1.2 2 d236240dex12.htm EX-1.2 Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM November 4, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Fate Therapeutics, Inc, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”)

FATE / Fate Therapeutics Inc / ARK Investment Management LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): August 3, 2021 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 4, 2021 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Non-Employee Director Compensation Policy

Exhibit 10.1 FATE THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the ?Policy?) of Fate Therapeutics, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber director

Fate Therapeutics Appoints Yuan Xu to its Board of Directors

Exhibit 99.1 Fate Therapeutics Appoints Yuan Xu to its Board of Directors San Diego, CA ? August 4, 2021 ? Fate Therapeutics, Inc. (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer, today announced the appointment of Yuan Xu, Ph.D., to its Board of Directors as an independent director. Dr. Xu brings to Fate The

Fate Therapeutics Reports Second Quarter 2021 Financial Results and Highlights Operational Progress First Patient Treated for Relapsed / Refractory ALL in Landmark Phase 1 Clinical Trial of FT819, the First-ever iPSC-derived CAR T-cell Therapy; Off-t

Exhibit 99.1 Fate Therapeutics Reports Second Quarter 2021 Financial Results and Highlights Operational Progress First Patient Treated for Relapsed / Refractory ALL in Landmark Phase 1 Clinical Trial of FT819, the First-ever iPSC-derived CAR T-cell Therapy; Off-the-Shelf Product Candidate Derived from Clonal Master iPSC Line with Novel CD19-specific 1XX CAR Integrated into TRAC Locus FT516 Interim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

I think UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FATE THERAPEUTICS, INC. Fate Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. That the Board of Directors of the Corporation has duly adopted resolutions pursua

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 2, 2021 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 5, 2021 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fil

Quarterly Report - 10-Q

I think UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTIC

Fate Therapeutics Reports First Quarter 2021 Financial Results and Highlights Operational Progress IND Application Allowed by FDA for FT538 in Solid Tumors; Clinical Trial to Commence in 2021 Phase 1 Data from FT516 and FT538 Programs in Relapsed / R

Exhibit 99.1 Fate Therapeutics Reports First Quarter 2021 Financial Results and Highlights Operational Progress IND Application Allowed by FDA for FT538 in Solid Tumors; Clinical Trial to Commence in 2021 Phase 1 Data from FT516 and FT538 Programs in Relapsed / Refractory Acute Myeloid Leukemia to be Featured at Investor Event on May 13 New Data from FT516 Phase 1 Study in Relapsed / Refractory Ly

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Schedule 14A

Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ?240.

- PRE 14A

Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ?240.

Fate Therapeutics Announces Retirement of Chief Scientific Officer after 12 Years of Service

Exhibit 99.1 Fate Therapeutics Announces Retirement of Chief Scientific Officer after 12 Years of Service San Diego, CA ? March 25, 2021 ? Fate Therapeutics, Inc. (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for patients with cancer, today announced that Daniel D. Shoemaker, Ph.D., Chief Scientific Officer, has advis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): March 19, 2021 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): February 24, 2021 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commissi

Amended and Restated 2013 Stock Option and Incentive Plan and forms of agreements thereunder

Exhibit 10.2 FATE THERAPEUTICS, INC. AMENDED AND RESTATED 2013 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Fate Therapeutics, Inc. Amended and Restated 2013 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (includi

Fate Therapeutics, Inc. Amended and Restated Inducement Equity Plan

Exhibit 10.8 FATE THERAPEUTICS, INC. AMENDED AND RESTATED INDUCEMENT EQUITY PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Fate Therapeutics, Inc. Amended and Restated Inducement Equity Plan (the ?Plan?). The purpose of the Plan is to enable Fate Therapeutics, Inc. (the ?Company?) and its Subsidiaries to grant equity awards to induce highly-qualified prospecti

Patent License Agreement by and between the Registrant and Max-Delbrück-Centrum für Molekulare Medizin in der Helmholtz-Gemeinschaft, dated August 30, 2019

Exhibit 10.40 PATENT LICENSE AGREEMENT This Agreement (in the following ?AGREEMENT?) is between Max-Delbr?ck-Centrum f?r Molekulare Medizin in der Helmholtz-Gemeinschaft [***] [***] [***] [***] - in the following ?MDC? - and Fate Therapeutics, Inc. 3535 General Atomics Court, Suite 200 San Diego, CA 92121 USA - in the following ?FATE? - MDC and FATE are collectively the ?PARTIES? or individually a

Fate Therapeutics Reports Fourth Quarter 2020 Financial Results and Highlights Operational Progress Positive Interim Data Reported from FT516 Phase 1 Study in Relapsed / Refractory BCL; Objective Responses, including Two Complete Responses, Achieved

Exhibit 99.1 Fate Therapeutics Reports Fourth Quarter 2020 Financial Results and Highlights Operational Progress Positive Interim Data Reported from FT516 Phase 1 Study in Relapsed / Refractory BCL; Objective Responses, including Two Complete Responses, Achieved in 3 of 4 Patients in Dose Cohorts 2 and 3 Clinical Activity of FT596 as Monotherapy Demonstrated in Refractory DLBCL; Partial Response A

Letter Agreement, dated December 4, 2020, by and between the Registrant and Ono Pharmaceutical Co., Ltd.

Exhibit 10.39 3535 General Atomics Court, Suite 200 ? San Diego, CA 92121 ? 858.875.1800 Office ? 858.875.1843 Fax ? www.fatetherapeutics.com December 4, 2020 Ono Pharmaceutical Co., Ltd. Minase Research Institute 1-1, Sakurai 3-chome, Shimamoto-cho Mishima-gun, Osaka 618-8585 Japan Attention: Dr. Toichi Takino Re: Collaboration and Option Agreement between Fate Therapeutics, Inc. (?Fate?) and Ono

Amended and Restated Non-Employee Director Compensation Policy

Exhibit 10.7 FATE THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the ?Policy?) of Fate Therapeutics, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber director

Forms of Stock Option Agreement under Fate Therapeutics, Inc. Inducement Equity Plan

Exhibit 10.9 STOCK OPTION AGREEMENT UNDER FATE THERAPEUTICS, INC. INDUCEMENT EQUITY PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: Grant Date: Expiration Date: Vesting Commencement Date: Vesting Schedule: Pursuant to the Fate Therapeutics, Inc. Inducement Equity Plan as amended through the date hereof (the ?Plan?), Fate Therapeutics, Inc. (the ?Company?) hereby grant

License Agreement between the Registrant and The Scripps Research Institute, dated as of May 25, 2010

Exhibit 10.21 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY EXPOSED. LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and FATE THERAPEUTICS, INC. a Delaware corporation LICENSE AGREEMENT This Licens

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Fate Therapeutics, Inc. (the ?Company,? ?we,? ?us,? and ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Common Stock (as defined below). DESCRIPTION OF CAPITAL STOCK The follow

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-3607

Forms of Restricted Stock Unit Award Agreement under Fate Therapeutics, Inc. Inducement Equity Plan

Exhibit 10.10 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER FATE THERAPEUTICS, INC. INDUCEMENT EQUITY PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Vesting Commencement Date: Pursuant to the Fate Therapeutics, Inc. Inducement Equity Plan as amended through the date hereof (the ?Plan?), Fate Therapeutics, Inc. (the ?Company?) hereby grants an award of the number of Restricted Stock

License Agreement between the Registrant and The Scripps Research Institute, dated as of July 13, 2009

Exhibit 10.20 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY EXPOSED. LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and FATE THERAPEUTICS, INC., a Delaware corporation LICENSE AGREEMENT This Licen

Whitehead Institute for Biomedical Research Exclusive Patent License Agreement between the Registrant and the Whitehead Institute for Biomedical Research, dated as of February 24, 2009

Exhibit 10.19 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY EXPOSED. WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH and FATE THERAPEUTICS, INC. EXCLUSIVE PATENT LICENSE AGREEMENT TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. GRANT OF RIGHTS 7 2.1 License Grants 7 2.2 Ex

License Agreement between the Registrant and The Scripps Research Institute, dated as of August 24, 2010

Exhibit 10.22 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY EXPOSED. LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and FATE THERAPEUTICS, INC. a Delaware corporation LICENSE AGREEMENT This Licens

- S-8

As filed with the U.S. Securities and Exchange Commission on February 24, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 65-1311552 (State or other jurisdiction of incorporation or organization)

Amended and Restated Bylaws of the Registrant, as currently in effect

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF FATE THERAPEUTICS, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may s

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Fate Therapeutics Inc. Title of Class of Securities: Common Stock CUSIP Number: 31189P102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FATE THERAPEUTICS INC (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Decemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FATE THERAPEUTICS INC (Name of Issuer) Common Stock (Title of Class of Securities) 31189P102 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FATE THERAPEUTICS INC (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Decemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FATE THERAPEUTICS INC (Name of Issuer) Common Stock (Title of Class of Securities) 31189P102 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

UNITED STATES SECURITIES& EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D

UNITED STATES SECURITIES& EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Fate Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 31189P102 (CUSIP Number) Redmile Group, LLC Jeremy C. Green One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 Attention: Legal Dep

Fate Therapeutics Announces Pricing of Public Offering of Common Stock and Pre-Funded

EX-99.2 Exhibit 99.2 Fate Therapeutics Announces Pricing of Public Offering of Common Stock and Pre-Funded Warrants San Diego, CA – January 5, 2021 – Fate Therapeutics, Inc. (the “Company” or “Fate Therapeutics”) (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, today announced the pricing

Underwriting Agreement, dated January 5, 2021.

EX-1.1 Exhibit 1.1 EXECUTION VERSION 4,421,053 Shares and Pre-Funded Warrants to Purchase 257,310 Shares Fate Therapeutics, Inc. UNDERWRITING AGREEMENT January 5, 2021 JEFFERIES LLC BOFA SECURITIES, INC. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 Ladies and Gentlemen

Form of Pre-Funded Warrant

EX-4.1 Exhibit 4.1 FATE THERAPEUTICS, INC. FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [•] (subject to adjustment) Warrant No. [•] Original Issue Date: January [•], 2021 Fate Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its regist

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

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 Date of Report (Date of earliest event reported): January 4, 2021 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Fate Therapeutics Announces Proposed Public Offering of $350 Million of Common Stock

EX-99.1 Exhibit 99.1 Fate Therapeutics Announces Proposed Public Offering of $350 Million of Common Stock SAN DIEGO, CA — January 4, 2021 (GLOBE NEWSWIRE) — Fate Therapeutics, Inc. (the “Company” or “Fate Therapeutics”) (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, today announced that

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Number of securities to be registered Maximum offering price per security Maximum aggregate offering price Amount of registration fee(1) Common stock, par value $0.001

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-228513 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Number of securities to be registered Maximum offering price per security Maximum aggregate offering price Amount of registration fee(1) Common stock, par value $0.001 per share 5,380,117 shares(2) $85.50 $459,999,746.19 $50,185.98

$350,000,000 Fate Therapeutics, Inc. Common Stock Pre-Funded Warrants to Purchase Common Stock

FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated January 5, 2021 Relating to Preliminary Prospectus Supplement Dated January 4, 2021 Registration Statement No.

$350,000,000 Fate Therapeutics, Inc. Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-228513 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and accompanying

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K

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 Date of Report (Date of earliest event reported): December 17, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commissi

Amendment No. 2 to Amended and Restated Bylaws

Exhibit 3.1 AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BYLAWS OF FATE THERAPEUTICS, INC. (the “Corporation”) Section 11 of Article VI of the Amended and Restated Bylaws of the Corporation, as amended to date (the “Bylaws”), is hereby amended and restated in its entirety to read as follows: “SECTION 11. Exclusive Jurisdiction of Delaware Courts or the Federal District Courts of the United States.

- 8-K

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 Date of Report (Date of earliest event reported): December 4, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commissio

Fate Therapeutics Reports Third Quarter 2020 Financial Results and Highlights Operational Progress First Patients Treated with Dual-Antigen Targeting Regimen of FT596 in Combination with Rituximab for B-cell Lymphoma FT596 Phase 1 Study Expanded to I

Exhibit 99.1 Fate Therapeutics Reports Third Quarter 2020 Financial Results and Highlights Operational Progress First Patients Treated with Dual-Antigen Targeting Regimen of FT596 in Combination with Rituximab for B-cell Lymphoma FT596 Phase 1 Study Expanded to Include Chronic Lymphocytic Leukemia First Patient Treated with FT516 in Combination with Avelumab for Advanced Solid Tumors Enrollment In

Quarterly Report - 10-Q

I think UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPE

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 Date of Report (Date of earliest event reported): November 5, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commissio

Fate Therapeutics Appoints Edward Dulac as Chief Financial Officer

Exhibit 99.1 Fate Therapeutics Appoints Edward Dulac as Chief Financial Officer San Diego, CA – August 19, 2020 – Fate Therapeutics, Inc. (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, today announced that Edward Dulac has been appointed Chief Financial Officer. Mr. Dulac comes to the C

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K

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 Date of Report (Date of earliest event reported): August 17, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Amendment No. 1 to Amended and Restated Bylaws

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF FATE THERAPEUTICS, INC. (the “Corporation”) The below shall be added as Section 11 of Article VI of the Amended and Restated Bylaws of the Corporation (the “Bylaws”), in its entirety to read as follows: “SECTION 11. Exclusive Jurisdiction of Delaware Courts or the United States District Court for the Southern District of California. Unles

Offer Letter by and between the Registrant and Edward Dulac III, dated May 20, 2020

Exhibit 10.1 3535 General Atomics Court, Suite 200 • San Diego, CA 92121 • 858.875.1800 Office • 858.875.1843 Fax • www.fatetherapeutics.com Edward J. Dulac III May 20, 2020 Dear Ed, Fate Therapeutics, Inc. (“Fate” or the “Company”) is pleased to offer you an exempt full-time position as Chief Financial Officer, reporting to the Company’s President & Chief Executive Officer. This position has an a

Stock Purchase Agreement by and between the Registrant and Johnson & Johnson Innovation – JJDC, Inc., dated April 2, 2020

Exhibit 10.2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made as of April 2, 2020 (the “Effective Date”), by and between Fate Therapeutics, Inc., a Delaware corporation (the “Company”), having its principal place of business at 3535 General Atomics Court, Suite 200, San Diego, CA 92121, and Johnson & Johnson Innovation – JJDC, Inc., a New Jersey corporation (the “P

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 5, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Stock Purchase Agreement by and between the Registrant and Johnson & Johnson Innovation – JJDC, Inc., dated June 8, 2020

Exhibit 10.3 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made as of June 8, 2020 (the “Effective Date”), by and between Fate Therapeutics, Inc., a Delaware corporation (the “Company”), having its principal place of business at 3535 General Atomics Court, Suite 200, San Diego, CA 92121, and Johnson & Johnson Innovation – JJDC, Inc., a New Jersey corporation (the “Pu

Quarterly Report - 10-Q

I think UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS

Fate Therapeutics Reports Second Quarter 2020 Financial Results and Highlights Operational Progress Partial Response Reported with FT596 Monotherapy at First Dose Level in Refractory DLBCL Patient Enrollment Initiated with FT596 in Combination with R

Exhibit 99.1 Fate Therapeutics Reports Second Quarter 2020 Financial Results and Highlights Operational Progress Partial Response Reported with FT596 Monotherapy at First Dose Level in Refractory DLBCL Patient Enrollment Initiated with FT596 in Combination with Rituximab for B-cell Lymphoma IND Cleared for FT538, the First CRISPR-edited, iPSC-derived Cell Therapy, for AML and Multiple Myeloma IND

Collaboration and Option Agreement by and between the Registrant and Janssen Biotech, Inc., dated April 2, 2020

Exhibit 10.1 COLLABORATION AND OPTION AGREEMENT BY AND BETWEEN FATE THERAPEUTICS, INC. AND JANSSEN BIOTECH, INC. DATED APRIL 2, 2020 [***] Certain information in this exhibit has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. Table of Contents Page ARTICLE 1 Definitions 1 ARTICLE 2 Governance 26 2.1 Joint Resea

FATE / Fate Therapeutics, Inc. / Redmile Group, LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Fate Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 31189P102 (CUSIP Number) Redmile Group, LLC Jeremy C. Green One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA 94129 Attention: Legal De

Fate Therapeutics Announces Pricing of Public Offering of Common Stock

EX-99.2 5 d941680dex992.htm EX-99.2 Exhibit 99.2 Fate Therapeutics Announces Pricing of Public Offering of Common Stock San Diego, CA – June 9, 2020 – Fate Therapeutics, Inc. (the “Company” or “Fate Therapeutics”) (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, today announced the pricin

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): June 8, 2020 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fi

Underwriting Agreement, dated June 8, 2020.

EX-1.1 Exhibit 1.1 EXECUTION 6,181,562 Shares Fate Therapeutics, Inc. UNDERWRITING AGREEMENT June 8, 2020 JEFFERIES LLC SVB LEERINK LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o SVB Leerink LLC 255 California Street, 12th Floor San Francisco, CA 94111 Ladies and Gentlemen: Introductory. Fate Therapeutics, Inc., a Delaware corpo

Fate Therapeutics Announces Proposed Public Offering of Common Stock

EX-99.1 Exhibit 99.1 Fate Therapeutics Announces Proposed Public Offering of Common Stock SAN DIEGO, June 8, 2020 (GLOBE NEWSWIRE) — Fate Therapeutics, Inc. (the “Company” or “Fate Therapeutics”) (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, today announced that it has commenced an und

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Maximum offering price per share Maximum aggregate offering price Amount of registration fee(2) Common stock, par value $0.001 per share 7,1

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-228513 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Maximum offering price per share Maximum aggregate offering price Amount of registration fee(2) Common stock, par value $0.001 per share 7,108,796 shares $28.31 $201,250,014.76 $26,122.26 (1) Includes 927,

Shares Fate Therapeutics, Inc. Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-228513 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and accompanying

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 11, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fi

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, INC.

Fate Therapeutics Reports First Quarter 2020 Financial Results and Highlights Operational Progress Worldwide Collaboration Formed with Janssen for Novel iPSC-derived CAR NK and CAR T-Cell Product Candidates First Patient Treated with FT596, the First

Exhibit 99.1 Fate Therapeutics Reports First Quarter 2020 Financial Results and Highlights Operational Progress Worldwide Collaboration Formed with Janssen for Novel iPSC-derived CAR NK and CAR T-Cell Product Candidates First Patient Treated with FT596, the First-ever Cellular Immunotherapy Engineered with Three Active Anti-tumor Modalities Second FT596 IND Allowed by FDA for Relapse Prevention af

Fate Therapeutics Announces Changes to its Board of Directors

Exhibit 99.1 Fate Therapeutics Announces Changes to its Board of Directors San Diego CA – May 5, 2020 – Fate Therapeutics, Inc. (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, today announced the retirement of Amir Nashat, Sc.D., Managing General Partner at Polaris Venture Partners, from

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): May 1, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission Fil

Other Events

8-K 1 fate-8k20200417.htm 8-K 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 Date of Report (Date of earliest event reported): April 17, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction

Fate Therapeutics Announces First Patient Treated in First-in-human Clinical Trial of FT596 and Provides Corporate Update

EX-99.2 3 fate-ex9926.htm EX-99.2 Exhibit 99.2 Fate Therapeutics Announces First Patient Treated in First-in-human Clinical Trial of FT596 and Provides Corporate Update San Diego, CA – April 2, 2020 – Fate Therapeutics, Inc. (NASDAQ: FATE), a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, today announced

Fate Therapeutics Announces Worldwide Collaboration with Janssen for Novel iPSC-derived Cell-based Cancer Immunotherapies ꟷ Collaboration leverages Company’s iPSC product platform and Janssen’s proprietary tumor-targeting antigen binders to create no

Exhibit 99.1 Fate Therapeutics Announces Worldwide Collaboration with Janssen for Novel iPSC-derived Cell-based Cancer Immunotherapies ꟷ Collaboration leverages Company’s iPSC product platform and Janssen’s proprietary tumor-targeting antigen binders to create novel CAR NK and CAR T-Cell product candidates ꟷ ꟷ Fate to receive $50 million upfront payment and $50 million equity investment, plus full

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): April 2, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission F

FATE / Fate Therapeutics, Inc. DEFA14A - - DEFA14A

DEFA14A 1 d860220ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

Schedule 14A

DEF 14A 1 d884527ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

Fate Therapeutics, Inc. Inducement Equity Plan

Exhibit 10.8 FATE THERAPEUTICS, INC. INDUCEMENT EQUITY PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Fate Therapeutics, Inc. Inducement Equity Plan (the “Plan”). The purpose of the Plan is to enable Fate Therapeutics, Inc. (the “Company”) and its Subsidiaries to grant equity awards to induce highly-qualified prospective officers and employees who are not curr

Amended and Restated Non-Employee Director Compensation Policy

Exhibit 10.7 FATE THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Fate Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber director

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-3607

FATE / Fate Therapeutics, Inc. S-8 - - S-8

As filed with the U.S. Securities and Exchange Commission on March 2, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 65-1311552 (State or other jurisdiction of incorporation or organization) (I.R

Fate Therapeutics Reports Fourth Quarter 2019 Financial Results and Operational Progress with 2020 Outlook Reported Initial Clinical Data from FT500 Phase 1 Study in Advanced Solid Tumors, Supporting Safety and Tolerability of Multi-dose Treatment Pa

EX-99.1 2 fate-ex9916.htm EX-99.1 Exhibit 99.1 Fate Therapeutics Reports Fourth Quarter 2019 Financial Results and Operational Progress with 2020 Outlook Reported Initial Clinical Data from FT500 Phase 1 Study in Advanced Solid Tumors, Supporting Safety and Tolerability of Multi-dose Treatment Paradigm for Off-the-shelf, iPSC-derived NK Cells First Patients Treated with FT516, the First-ever Engin

Lease Agreement by and between the Registrant and Scripps Summit Investments LLC, dated January 7, 2020

EXHIBIT 10.34 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. 12278 SCRIPPS SUMMIT DRIVE LEASE SCRIPPS SUMMIT INVESTMENTS LLC, a California limited liability company as Landlord, and FATE THERAPEUTICS, INC., a Delaware corporation, as Tenant SUMMARY OF BA

Exhibit 4.6

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Fate Therapeutics, Inc. (the “Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Common Stock (as defined below). DESCRIPTION OF CAPITAL STOCK The follow

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 fate-8k20200302.htm 8-K 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 Date of Report (Date of earliest event reported): March 2, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction o

FATE / Fate Therapeutics, Inc. / VICTORY CAPITAL MANAGEMENT INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FATE THERAPEUTICS INC (Name of Issuer) Common Stock (Title of Class of Securities) 31189P102 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): January 7, 2020 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdiction of incorporation) (Commission

Current Report

8-K 1 fate-8k20191113.htm 8-K 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 Date of Report (Date of earliest event reported): November 13, 2019 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdicti

FATE / Fate Therapeutics, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . Commission File Number 001-36076 FATE THERAPEUTICS, I

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 fate-8k20191105.htm 8-K 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 Date of Report (Date of earliest event reported): November 5, 2019 Fate Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36076 65-1311552 (State or other jurisdictio

Fate Therapeutics Reports Third Quarter 2019 Financial Results and Highlights Operational Progress First Patients Treated with FT516, an Off-the-Shelf NK Cell Cancer Immunotherapy for AML and for B-cell Lymphoma in Combination with Rituximab Received

Exhibit 99.1 Fate Therapeutics Reports Third Quarter 2019 Financial Results and Highlights Operational Progress First Patients Treated with FT516, an Off-the-Shelf NK Cell Cancer Immunotherapy for AML and for B-cell Lymphoma in Combination with Rituximab Received FDA Clearance of IND Application for FT596, an Off-the-Shelf, Multi-Antigen Targeted CAR NK Cell Product Candidate Opened State-of-the-a