UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE
ACT OF 1934
(Amendment No. 1)
Arcellx, Inc.
(Name of Subject Company)
Arcellx, Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
03940C100
(CUSIP Number of Class of Securities)
Rami Elghandour
President, Chief Executive Officer and Chairman
of the Board of Directors
Arcellx, Inc.
800 Bridge Parkway
Redwood City, CA 94065
(240) 327-0630
(Name, address, and telephone numbers of person
authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Robert T. Ishii
Dan Koeppen
Ross J. Tanaka
Wilson Sonsini Goodrich & Rosati, P.C.
One Market Plaza
Spear Tower, Suite 3300
San Francisco, California 94105
(415) 947-2000
| ¨ | Check the box if the filing relates
solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 to Schedule 14D-9 (this “Amendment
No. 1”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Arcellx, Inc.,
a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”)
on March 6, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the offer by
Ravens Sub, Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Gilead Sciences, Inc., a Delaware
corporation (“Parent”), to purchase all outstanding shares of common stock, par value $0.001 per share (“Shares”),
of the Company, at a price per Share of (i) $115.00 per Share, net to the seller in cash, without interest, subject to any withholding
tax, plus (ii) one contractual contingent value right (a “CVR”), which represents the right to receive one contingent
payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, payable on March 31, 2030, subject to cumulative
worldwide Sales (as defined in the CVR Agreement (as defined below)) of the Company’s anitocabtagene autoleucel (anito-cel) product
exceeding $6.0 billion on or prior to December 31, 2029 and the other terms and conditions set forth in a contingent value rights agreement
(the “CVR Agreement”) to be entered into by and among Parent, Computershare, Inc., a Delaware corporation, and its
affiliate, Computershare Trust Company, N.A., a federally chartered trust company, upon the terms and subject to the conditions described
in the Offer to Purchase, dated as of March 6, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”),
and in the related Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”).
The Offer is described in a Tender Offer Statement
filed under cover of Schedule TO with the SEC on March 6, 2026, by Parent and Purchaser (as amended or supplemented from time to
time).
Capitalized terms used in this Amendment No. 1
but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth
in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended
or supplemented to the extent specifically provided herein. This Amendment No. 1 is being filed to disclose certain updates as reflected
below.
ITEM 2. IDENTITY AND BACKGROUND OF
FILING PERSON
Item 2 (“Identity
and Background of Filing Person”) of the Schedule 14D-9 is hereby amended and supplemented by replacing the last sentence
of the second paragraph of the section titled “—Tender Offer” with the following:
“On April 1, 2026,
Parent announced an extension of the Offer until 5:00 p.m., Eastern Time, on April 24, 2026 (the “Expiration Date”),
unless the Offer is further extended in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date”
will mean the date to which the expiration date of the Offer is so extended, or the Offer is earlier terminated. The Offer was previously
scheduled to expire at one minute after 11:59 p.m., Eastern Time, on April 2, 2026.”
ITEM 8. ADDITIONAL INFORMATION
Item 8 of the Schedule 14D-9 is
hereby amended and supplemented by adding the following paragraphs at the end of the subsection titled “Regulatory Approvals”:
“On March 16, 2026, each of Parent and
the Company filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the
purchase of Shares in the Offer. The required waiting period under the HSR Act with respect to the Offer expired at 11:59 p.m.,
Eastern Time on March 31, 2026. Accordingly, the condition in Section 13 (Conditions of the Offer) of the Offer to Purchase
requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been
terminated has been satisfied.
Under part I chapter VII of the Act against Restraints
of Competition, certain acquisitions may not be consummated until certain information has been furnished for review by the German Federal
Cartel Office (“FCO”) and either the FCO has declared clearance of the transaction or certain waiting periods have
expired. Parent submitted a notification to the FCO on March 13, 2026. The FCO informed Parent on March 19, 2026 that the Transactions
do not require notification, and Parent withdrew the notification on March 24, 2026.
Under the Austrian Federal Cartel Act, the completion
of certain acquisitions, including Purchaser’s purchase of Shares pursuant to the Offer, is conditional upon either (i) the expiry
of the statutory waiting period (four weeks) without the Federal Competition Authority (“FCA”) or the Federal Cartel
Attorney having requested an in-depth investigation of the Transactions by the Cartel Court; or (ii) the waiver by the FCA and
the Federal Cartel Attorney of their right to request an in-depth investigation of the Transactions by the Cartel Court. Parent
submitted a notification to the Austrian competition authorities on March 16, 2026.
Consummation of the Offer and the Merger is subject
to Section 50 of the Competition and Consumer Act 2010 (Cth) (the “CCA”), which requires that all acquisitions
of shares or assets that exceed the thresholds set out in the Competition and Consumer (Notification of Acquisitions) Determination 2025
must be notified to, and obtain approval from the Australian Competition and Consumer Commission (the “ACCC”)
prior to consummation. Parent formally filed a notification of the Transactions with the ACCC on March 19, 2026.”
Item 8 of the Schedule 14D-9 is
hereby amended and supplemented by replacing the paragraph immediately below the heading “Legal Proceedings” with the following
paragraphs:
“Since the initial filing of the Schedule
14D-9, two complaints were filed in the Supreme Court of the State of New York by purported holders of Shares against the Company and
members of the Company Board in connection with the Transactions: Hamilton v. Arcellx, Inc. et al., 651601/2026 (N.Y. Sup. Ct.)
(filed March 16, 2026); and Malone v. Arcellx, Inc. et al., 651646/2026 (N.Y. Sup. Ct.) (filed March 18, 2026) (collectively, the
“NY Stockholder Litigation”). Each of the complaints in the NY Stockholder Litigation alleges, among other things,
that the defendants caused to be filed with the SEC a materially incomplete and misleading Schedule 14D-9 and asserts New York common
law claims for negligence and negligent misrepresentation and concealment against the defendants. Since the initial filing of the Schedule
14D-9, the Company also received sixteen demand letters from purported holders of Shares (such letters, together with the NY Stockholder
Litigation, the “Litigation Matters”).
The plaintiffs in the NY Stockholder Litigation
seek various remedies, including enjoining the closing of the Transactions until the defendants disseminate a Schedule 14D-9 that does
not contain false and misleading statements; in the event the Transactions are consummated, rescinding the Transactions or awarding actual
and punitive damages to the plaintiffs; awarding the plaintiffs reasonable attorney’s fees and experts’ fees and expenses;
and granting such other relief as the court may find just and proper. Each demand letter alleges disclosure deficiencies in the Schedule
14D-9 and demands issuances of corrective disclosures. The Company believes that the claims asserted in the Litigation Matters are without
merit.
As of April 1, 2026, the Company was not aware
of the filing of any other lawsuits or the submission of any other demand letters or draft complaints challenging the Transactions and/or
alleging deficiencies with respect to the Schedule 14D-9; however, such lawsuits, demand letters or draft complaints may be filed or submitted,
as applicable, in the future. If such additional similar lawsuits, demand letters or draft complaints are filed or submitted, as applicable,
absent new or different allegations that are material, Parent, Purchaser or the Company will not necessarily announce such additional
filings or submissions.
Additional lawsuits may be filed against the Company,
the Company Board, Parent and/or Purchaser in connection with the Transactions, the Schedule TO and the Schedule 14D-9.”
ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented
by adding the following Exhibit to the list of Exhibits:
| Exhibit No. |
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Description |
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Press Release issued by Parent on April 1, 2026 (incorporated by reference to Exhibit (a)(5)(E) to the Schedule TO). |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 14D-9 is true, complete and correct.
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Arcellx, Inc. |
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By: |
/s/ Rami Elghandour |
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Name: Rami Elghandour |
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Title: President and Chief Executive Officer |
Dated: April 1, 2026
