Welcome to our dedicated page for ARCELLX SEC filings (Ticker: ACLX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission (SEC) filings for Arcellx, Inc. (NASDAQ: ACLX), a clinical-stage biotechnology company developing cell therapies and immunotherapies for cancer and other incurable diseases. Through these filings, investors can review how Arcellx reports its financial condition, collaboration revenue, research and development spending, and progress toward potential commercialization.
Arcellx uses periodic and current reports to disclose key information. For example, the company files Form 8-K to furnish press releases announcing quarterly financial results, as reflected in 8-K filings tied to results for quarters ended June 30 and September 30, 2025. These filings describe collaboration revenue associated with its partnership activities, research and development expenses related to clinical and preclinical programs, general and administrative expenses, and net losses as the company advances its pipeline.
In addition to 8-Ks, investors can use this page to find Arcellx’s annual reports on Form 10-K and quarterly reports on Form 10-Q when available. These documents typically provide detailed discussions of the company’s lead BCMA-directed CAR T-cell therapy, anitocabtagene autoleucel (anito-cel), its Phase 2 iMMagine-1 and Phase 3 iMMagine-3 studies in relapsed or refractory multiple myeloma, regulatory designations, and its global strategic collaboration with Kite, a Gilead Company.
Stock Titan enhances these filings with AI-powered summaries that highlight key points such as revenue trends, R&D and G&A dynamics, cash runway disclosures, and material clinical or regulatory updates. Users can also review insider transaction reports on Form 4, proxy statements on Form DEF 14A, and other relevant submissions as they appear in the SEC’s EDGAR system. Together, these resources help investors and researchers quickly interpret Arcellx’s regulatory disclosures and understand the financial and operational context behind ACLX.
Arcellx, Inc. and Gilead Sciences completed a cash-and-CVR acquisition in which reporting holder Rami Elghandour tendered all of his Arcellx shares and now reports 0% beneficial ownership.
Under the merger, each Arcellx common share was exchanged for $115.00 in cash plus one contingent value right, which may pay $5.00 in cash upon achievement of a specified milestone. Stock options with exercise prices below $115.00 and all restricted stock units were canceled and converted into cash based on the $115.00 price plus one CVR per underlying share. Following the closing and cancellation of these equity awards, Elghandour no longer has voting or dispositive power over any Arcellx common stock.
Arcellx, Inc. has been acquired by Gilead Sciences through a completed tender offer and merger. Stockholders receive $115.00 in cash per share plus one contingent value right (CVR) that may pay $5.00 in cash if specified anito-cel sales milestones are achieved by December 31, 2029.
The offer closed with 38,795,604 shares tendered, representing about 77.2% of outstanding shares, and Gilead used approximately $7.1 billion to fund the transaction. Arcellx is now a wholly owned Gilead subsidiary, its directors and officers have been replaced by Gilead designees, its charter and bylaws were restated, and its Nasdaq listing and SEC registration are being terminated.
Arcellx, Inc. submitted a Form 25 notification to remove its Common Stock from listing and registration on the Nasdaq Stock Market LLC. The filing states the Exchange and the Issuer have each complied with the applicable Nasdaq rules and with 17 CFR 240.12d2-2.
Gilead Sciences, Inc. has completed its acquisition of Arcellx, Inc. and now owns 100% of the company. A tender offer that expired on April 27, 2026 resulted in 38,795,604 Arcellx common shares being validly tendered and not withdrawn, representing approximately 77.2% of shares outstanding at expiration.
Following the offer, Gilead closed a merger under Section 251(h) of the DGCL, with Arcellx surviving as a wholly owned subsidiary. Each Arcellx share (with limited exceptions) was cancelled and converted into the right to receive a cash Closing Amount plus one contingent value right (CVR) per share. The 100 issued and outstanding shares of the purchaser’s common stock held by Gilead were converted into 100 new Arcellx shares, giving Gilead sole voting and dispositive power over all outstanding Arcellx stock. Arcellx shares ceased trading on the Nasdaq Global Select Market on April 28, 2026 and will be delisted and deregistered under the Exchange Act.
Arcellx, Inc. amended its Schedule 14D-9 to report the Offer by Ravens Sub, Inc./Gilead. The Offer expired at 5:00 p.m. ET on April 27, 2026 with 38,795,604 Shares validly tendered (approximately 77.2% of outstanding shares). Purchaser accepted those shares and will pay for them within three business days. Parent and Purchaser expect to complete the acquisition by consummating the Merger on April 28, 2026 under Section 251(h) of the DGCL. At the effective time each issued and outstanding share (subject to specified exceptions) will be converted into $115.00 in cash plus one contingent value right (CVR). The CVR may pay $5.00 on March 31, 2030 if cumulative worldwide sales of anito-cel exceed $6.0 billion on or prior to December 31, 2029. Shares will be delisted and registration/ reporting under the Exchange Act will be terminated as promptly as practicable.
Arcellx, Inc. agreed to be acquired by Gilead Sciences, Inc.; Purchaser accepted tendered shares and will consummate the merger.
The Offer expired April 27, 2026, with 38,795,604 shares validly tendered, representing approximately 77.2% of shares outstanding as of expiration. Purchaser accepted for payment all validly tendered shares and expects to complete the merger on April 28, 2026 under the Merger Agreement using Section 251(h) of the DGCL. At the effective time, each issued and outstanding share (other than specified exclusions) will be converted into $115.00 in cash plus one contingent value right (CVR) entitling holders to a possible $5.00 payment payable March 31, 2030, subject to cumulative worldwide sales of anito-cel exceeding $6.0 billion on or prior to December 31, 2029. Shares will be delisted and Arcellx intends to suspend Exchange Act reporting following the merger.
Arcellx, Inc. filed Amendment No. 1 to its annual report to add detailed Part III disclosures on board composition, governance, and executive pay for 2025. The eight‑member board is majority independent, fully committee‑structured, and meets Nasdaq independence and financial expertise standards.
The company highlights board and workforce diversity, noting eight directors evenly split by gender and 220 full‑time employees as of March 1, 2026. Non‑employee directors received cash retainers plus option awards, with 2025 total compensation per director generally around $480,000–$490,000 and higher initial equity for new directors.
Arcellx’s compensation discussion explains its pay‑for‑performance philosophy, peer‑based benchmarking, and strong 2025 execution, including BLA submission for lead therapy anito‑cel and progress with partner Kite. Based on achieving all core goals and stretch objectives, named executive officers earned 150% of target bonuses for 2025.
Arcellx, Inc. filed Amendment No. 3 to its Schedule 14D-9 to supplement disclosures regarding the merger offer by Ravens Sub, Inc., a Gilead subsidiary, to acquire all Arcellx common shares for $115.00 per share in cash plus one CVR representing a contingent payment of $5.00 payable on March 31, 2030 if cumulative anito-cel sales exceed $6.0 billion on or prior to December 31, 2029.
The amendment updates background, financial analyses and Centerview's disclosures, describes Board and management negotiation status, discloses two New York stockholder complaints and demand letters, and restates Centerview's valuation inputs including discount rates, projected cash flows, and certain Internal Data items such as estimated cash of $436 million as of March 31, 2026 and federal net operating losses of $51 million and federal tax credits of $34 million as of December 31, 2024.
Arcellx, Inc. chief financial officer Michelle Gilson exercised stock options to acquire 38,110 shares of Common Stock. The options were exercised at an exercise price of $8.66 per share on two dates and were granted under Arcellx's 2022 Equity Incentive Plan.
After these exercises, she holds 67,048 Common Stock shares directly. In addition, a family charitable foundation, for which she serves as President and over whose securities she has voting and investment power, holds 5,000 Common Stock shares indirectly. No open-market purchases or sales were reported in this filing.
Arcellx, Inc. filed Amendment No. 2 to its Schedule 14D-9 to update disclosures about the pending tender offer by a Gilead subsidiary. The Offer price remains $115.00 per share plus one CVR that can pay $5.00 on March 31, 2030 if cumulative anito-cel Sales exceed $6.0 billion by December 31, 2029. The Offer expiration was extended to 5:00 p.m. ET on April 27, 2026. The filing states that the ACCC published a decision allowing the Transactions subject to a 14-calendar day waiting period that expires at 10:00 a.m. ET on April 27, 2026, and that all regulatory approvals under the Merger Agreement have been obtained.