UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
As previously announced, on November 15, 2023, Arcellx, Inc. (“Arcellx”) entered into an amendment (the “License Amendment”) to its Collaboration and License Agreement with Kite Pharma, Inc., a Gilead Company (“Kite”), dated December 8, 2022. In connection with the License Amendment, on November 15, 2023, Arcellx entered into a common stock purchase agreement (the “2023 Purchase Agreement”) with Gilead Sciences, Inc. (“Gilead”), pursuant to which Arcellx agreed to issue and sell, and Gilead agreed to purchase, 3,242,542 shares of Arcellx’s common stock (the “Shares”) for an aggregate purchase price of $200 million, pursuant to the terms and conditions thereof. For more information regarding the License Amendment and the 2023 Purchase Agreement, see Arcellx’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 15, 2023.
On December 28, 2023, Arcellx, Kite and Gilead closed the transactions contemplated by the License Amendment and the 2023 Purchase Agreement, at which time Arcellx issued 3,242,542 Shares to Gilead for an aggregate purchase price of $200 million. The closing occurred following the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARCELLX, INC. | ||||||
| Date: December 28, 2023 | By: | /s/ Rami Elghandour | ||||
| Rami Elghandour Chief Executive Officer | ||||||
Document and Entity Information |
Dec. 28, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001786205 |
| Document Type | 8-K |
| Document Period End Date | Dec. 28, 2023 |
| Entity Registrant Name | Arcellx, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-41259 |
| Entity Tax Identification Number | 47-2855917 |
| Entity Address, Address Line One | 25 West Watkins Mill Road |
| Entity Address, Address Line Two | Suite A |
| Entity Address, City or Town | Gaithersburg |
| Entity Address, State or Province | MD |
| Entity Address, Postal Zip Code | 20878 |
| City Area Code | (240) |
| Local Phone Number | 327-0603 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value per share |
| Trading Symbol | ACLX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |