Basic Stats
| CIK | 1786205 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Arcellx, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 7, 2025 |
EXHIBIT 99.1 Arcellx Provides Second Quarter 2025 Financial Results and Business Highlights - Presented preliminary data from a May 1, 2025 data cutoff date for all 117 patients with a median follow-up of 12.6 months in the Phase 2 pivotal iMMagine-1 study of anito-cel in patients with RRMM - - 97% ORR, 68% CR/sCR at a median follow-up of 12.6 months; 6-, 12-, and 18-month PFS rates were 92%, 79%, |
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| August 7, 2025 |
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 07, 2025 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| May 28, 2025 |
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 28, 2025 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 14, 2025 |
EX-99.1 Exhibit 99.1 Arcellx Announces New Positive Data for Its iMMagine-1 Study in Patients with Relapsed and/or Refractory Multiple Myeloma — Results from all 117 patients dosed in the pivotal Phase 2 iMMagine-1 study of anito-cel demonstrated 97% ORR and 68% CR/sCR at a median follow-up of 12.6 months — — No delayed neurotoxicities including no Parkinsonism, no cranial nerve palsies, and no Gu |
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| May 14, 2025 |
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 14, 2025 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 8, 2025 |
Amended and Restated Outside Director Compensation Policy Exhibit 10.1 ARCELLX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY As amended March 18, 2025 Arcellx, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). |
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| May 8, 2025 |
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 8, 2025 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 8, 2025 |
EX-99.1 Exhibit 99.1 Arcellx Provides First Quarter 2025 Financial Results and Business Highlights — iMMagine-1 data accepted for Oral Presentation at EHA — — iMMagine-3 study updated to include MRD negativity as a dual primary endpoint — — Added two new Board members with commercial and operational expertise — — Ended the quarter with $565M in cash, which is expected to fund operations into 2028 |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| April 17, 2025 |
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 |
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| April 17, 2025 |
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)) ☒ Def |
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| March 20, 2025 |
Exhibit 99.1 Arcellx Appoints Andrew Galligan and Kristin Myers to its Board of Directors — Mr. Galligan and Ms. Myers bring decades of experience to the company board — — Derek Yoon steps down from the Board of Directors — REDWOOD CITY, Calif., March 20, 2025 (BUSINESS WIRE) – Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative |
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| March 20, 2025 |
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 17, 2025 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 27, 2025 |
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 OR ☐ 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 001-41259 ARCELLX, INC. ( |
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| February 27, 2025 |
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 27, 2025 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 27, 2025 |
ARCELLX, INC. Exhibit 19.1 INSIDER TRADING POLICY (Effective as of February 3, 2022, as amended March 14, 2023 and December 12, 2024) A. POLICY OVERVIEW Arcellx, Inc. (together with any subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and t |
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| February 27, 2025 |
Exhibit 99.1 Arcellx Provides Fourth Quarter and Year-End 2024 Financial Results and Business Highlights — Presented positive preliminary data at ASH 2024 from 86 patients enrolled in the Phase 2 pivotal iMMagine-1 study of anito-cel in patients with RRMM which demonstrated 97% ORR and 62% CR/sCR at a median follow-up of 9.5 months — — No delayed neurotoxicities observed with anito-cel, including |
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| February 27, 2025 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, $0.001 par value per share of Arcellx, Inc. (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The follo |
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| January 6, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Arcellx, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0 |
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| January 6, 2025 |
EX-24.1 Exhibit 24.1 POWER OF ATTORNEY – ARCELLX, INC DIRECTORS KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of ARCELLX, INC., a Delaware corporation (the “Company”), hereby nominates and appoints RAMI ELGHANDOUR, MICHELLE GILSON and MARYAM ABDUL-KAREEM, and each of them acting or signing singly, as such director’s agents and attorneys-in-fact, in his or her respectiv |
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| January 6, 2025 |
As filed with the Securities and Exchange Commission on January 3, 2025 S-8 As filed with the Securities and Exchange Commission on January 3, 2025 Registration No. |
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| December 12, 2024 |
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 9, 2024 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 12, 2024 |
EX-99.1 Exhibit 99.1 th Investor Relations Event at the 66 ASH Annual Meeting December 9, 2024 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management’s beliefs and assumptions and on information cu |
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| December 9, 2024 |
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 8, 2024 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 9, 2024 |
EX-99.1 Exhibit 99.1 Arcellx Announces New Positive Data for its iMMagine-1 Study in Patients with Relapsed or Refractory Multiple Myeloma to be Presented During an Oral Presentation at the 66th ASH Annual Meeting and Exposition — Preliminary results from 86 patients enrolled in the Phase 2 pivotal iMMagine-1 study of anito-cel demonstrated 97% ORR and 62% CR/sCR at a median follow-up of 9.5 month |
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| November 22, 2024 |
EX-99.1 2 tm2429234d1ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 22, 2024 is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission |
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| November 22, 2024 |
ACLX / Arcellx, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment SC 13G 1 tm2429234d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arcellx, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 03940C100 (CUSIP Number) November 15, 2024 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| November 14, 2024 |
ACLX / Arcellx, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 d912020dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Arcellx, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 03940C 100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the |
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| November 14, 2024 |
ACLX / Arcellx, Inc. / Paradigm Biocapital Advisors LP - SC 13G/A Passive Investment SC 13G/A 1 tm2427604d11sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Arcellx, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 03940C100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this statement) Check th |
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| November 8, 2024 |
ACLX / Arcellx, Inc. / Elghandour Rami - SC 13D Activist Investment SC 13D 1 d23054dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Arcellx, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 03940C100 (CUSIP Number) Rami Elghandour c/o Arcellx, Inc. 800 Bridge Parkway Redwood City, CA 94065 (240) 327-0630 (Name, Address a |
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| November 7, 2024 |
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 7, 2024 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| November 7, 2024 |
EX-99.1 Exhibit 99.1 Arcellx Provides Third Quarter 2024 Financial Results and Business Highlights — Recently released ASH abstracts for the company’s Phase 1 and iMMagine-1 studies investigating anito-cel in relapsed or refractory multiple myeloma patients continue to demonstrate durability and a manageable safety profile — — 30.2-month median progression-free survival with a median follow-up of |
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| November 5, 2024 |
Exhibit 99.1 Arcellx to Present Clinical Data for Its Phase 1 and iMMagine-1 Studies in Patients with Relapsed or Refractory Multiple Myeloma at the 66th ASH Annual Meeting and Exposition and Announces Progress in iMMagine-3 Study — 30.2-month median progression-free survival with a median follow-up of 38.1 months in the Phase 1 study of anito-cel; median overall survival not reached — — Prelimina |
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| November 5, 2024 |
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, 2024 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 8, 2024 |
Exhibit 99.1 Arcellx Provides Second Quarter 2024 Financial Results and Business Updates — Earned a $68M milestone payment from Kite for iMMagine-1 enrollment — — Submitted an abstract for the iMMagine-1 study at the 66th ASH Annual Meeting — — The global Phase 3 trial, iMMagine-3, has been initiated by Kite — — U.S. FDA clears anito-cel IND application for myasthenia gravis, an autoimmune disease |
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| August 8, 2024 |
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 8, 2024 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| May 29, 2024 |
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 24, 2024 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 9, 2024 |
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 9, 2024 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| May 9, 2024 |
Arcellx Provides First Quarter 2024 Financial Results Exhibit 99.1 Arcellx Provides First Quarter 2024 Financial Results REDWOOD CITY, Calif., May 9, 2024 (BUSINESS WIRE) — Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative immunotherapies for patients with cancer and other incurable diseases, today reported business highlights and financial results for the first quarter ended March 31 |
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| April 11, 2024 |
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 |
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| April 11, 2024 |
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)) ☐ Defi |
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| March 25, 2024 |
ACLX / Arcellx, Inc. / SR ONE CAPITAL MANAGEMENT, LLC - SC 13D/A Activist Investment SC 13D/A 1 d817285dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Arcellx, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 03940C 10 0 (CUSIP Number) Sasha Keough c/o SR One Capital Management, LP 985 Old Eagle School Road, Suite 511 Wayne, PA |
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| March 25, 2024 |
SCHEDULE 13D JOINT FILING AGREEMENT EX-99.1 2 d817285dex991.htm EX-99.1 Exhibit 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and |
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| March 14, 2024 |
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 8, 2024 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| March 14, 2024 |
Letter from Ernst & Young LLP, dated March 14, 2024 EX-16.1 Exhibit 16.1 March 14, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated March 14, 2024, of Arcellx, Inc. and are in agreement with the statements contained in paragraphs two through four under (a) Dismissal of Independent Registered Public Accounting Firm therein. We have no basis to agree or disagree wi |
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| February 28, 2024 |
Amendment No. 1 Collaboration and License Agreement between the Registrant and Gilead Sciences, Inc. [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. |
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| February 28, 2024 |
EXHIBIT 97 ARCELLX, INC. COMPENSATION RECOVERY POLICY As adopted on September 19, 2023 Arcellx, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-performance philos |
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| February 28, 2024 |
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, 2024 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 28, 2024 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, $0.001 par value per share of Arcellx, Inc. (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The follo |
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| February 28, 2024 |
Amended and Restated Standstill Agreement between the Registrant and Gilead Sciences, Inc. Exhibit 10.20 ARCELLX, INC. AMENDED AND RESTATED STANDSTILL AND STOCK RESTRICTION AGREEMENT This Amended and Restated Standstill and Stock Restriction Agreement (this “Agreement”) is being entered into as of November 15, 2023 (“Effective Date”) by and among Arcellx, Inc., a Delaware corporation (the “Company”) and Gilead Sciences, Inc., a Delaware corporation (the “Investor”), which amends and res |
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| February 28, 2024 |
List of Registrant’s subsidiaries. Exhibit 21.1 List of Subsidiaries Subdomain, LLC |
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| February 28, 2024 |
EXHIBIT 99.1 Arcellx Provides Fourth Quarter and Year-End 2023 Financial Results and Business Highlights - Expanded strategic partnership with Kite - - Presented continued robust long-term responses from Phase 1 expansion trial of anito-cel (formerly CART-ddBCMA) in patients with relapsed or refractory multiple myeloma - - Ended the quarter with $729.2M, extending cash runway into 2027 - REDWOOD C |
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| February 28, 2024 |
Common Stock Purchase Agreement between the Registrant and Gilead Sciences, Inc. EXHIBIT 10.19 COMMON STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page 1. Defined Terms Used in this Agreement 1 2. Purchase and Sale of Common Stock. 5 2.1 Sale and Issuance of Common Stock 5 2.2 Closing; Delivery; Adjustments 5 3. Representations and Warranties of the Company 5 3.1 Organization, Good Standing, Corporate Power and Qualification 5 3.2 Capitalization 5 3.4 Authorization 6 3.5 Valid I |
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| February 28, 2024 |
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, 2023 OR ☐ 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 001-41259 ARCELLX, INC. ( |
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| February 14, 2024 |
EX-99.1 2 d783014dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2 |
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| February 14, 2024 |
ACLX / Arcellx, Inc. / Paradigm Biocapital Advisors LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tm245955d12sc13ga.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arcellx, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 03940C100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this statement) Chec |
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| February 14, 2024 |
ACLX / Arcellx, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arcellx, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 03940C 100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 13, 2024 |
ACLX / Arcellx, Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 31, 2024 |
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 30, 2024 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| January 2, 2024 |
As filed with the Securities and Exchange Commission on January 2, 2024 S-8 As filed with the Securities and Exchange Commission on January 2, 2024 Registration No. |
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| January 2, 2024 |
Exhibit 24.1 POWER OF ATTORNEY – ARCELLX, INC DIRECTORS KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of ARCELLX, INC., a Delaware corporation (the “Company”), hereby nominates and appoints RAMI ELGHANDOUR, MICHELLE GILSON and MARYAM ABDUL-KAREEM, and each of them acting or signing singly, as such director’s agents and attorneys-in-fact, in his or her respective name a |
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| January 2, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Arcellx, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe |
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| December 28, 2023 |
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 28, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| December 28, 2023 |
ACLX / Arcellx, Inc. / GILEAD SCIENCES INC - SC 13G/A Passive Investment SC 13G/A 1 tm2333246d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arcellx, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03940C100 (CUSIP Number) December 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| December 18, 2023 |
ACLX / Arcellx, Inc. / SR ONE CAPITAL MANAGEMENT, LLC - SC 13D/A Activist Investment SC 13D/A 1 d486529dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Arcellx, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 03940C 10 0 (CUSIP Number) Sasha Keough c/o SR One Capital Management, LP 985 Old Eagle School Road, Suite 511 Wayne, PA |
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| December 18, 2023 |
SCHEDULE 13D JOINT FILING AGREEMENT EX-99.1 2 d486529dex991.htm EX-99.1 Exhibit 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and |
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| December 12, 2023 |
Exhibit 99.1 th Investor Relations Event at the 65 ASH Annual Meeting December 11, 2023 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management’s beliefs and assumptions and on information currently |
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| December 12, 2023 |
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 11, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| December 8, 2023 |
Exhibit 99.1 Arcellx Announces Continued Robust Long-Term Responses from Its CART-ddBCMA (anito-cel) Phase 1 Expansion Trial in Patients with Relapsed or Refractory Multiple Myeloma at ASH — Median duration of response, progression free survival, and overall survival rate not reached with median follow-up after CART-ddBCMA (anito-cel) infusion of 26.5 months — — The estimated median progression fr |
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| December 8, 2023 |
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 8, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 15, 2023 |
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 15, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| November 15, 2023 |
EX-99.1 Exhibit 99.1 ARCELLX AND KITE ANNOUNCE EXPANSION IN STRATEGIC PARTNERSHIP — Arcellx to receive $200M equity investment at $61.68 per share and an $85 million upfront cash payment — — Kite exercises option to Arcellx’s ARC-SparX program ACLX-001 in multiple myeloma — — The companies expand the scope of their existing collaboration for CART-ddBCMA to include lymphomas — REDWOOD CITY, Calif., |
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| November 13, 2023 |
Exhibit 99.1 Arcellx Provides Third Quarter 2023 Financial Results and Business Highlights - Recently released ASH abstract for the company’s Phase 1 CART-ddBCMA trial demonstrated that median duration of response, progression free survival, and overall survival not reached with median follow-up of 22 months after CART-ddBCMA infusion - - Company to present new patient data from its Phase 1 CART-d |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| November 13, 2023 |
Exhibit 10.1 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] Amendment 1 to Statement of Work A-1 Increased Demand from September 2023 Through December 2024 This Amendment 1 to Statement of Work A-1 (“Amendment 1”) is en |
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| November 13, 2023 |
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, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| November 2, 2023 |
EX-99.1 Exhibit 99.1 Arcellx Announces Oral Presentation for Its CART-ddBCMA Phase 1 Trial in Patients with Relapsed or Refractory Multiple Myeloma at the 65th ASH Annual Meeting and Exposition — Abstract released today is from a June 2, 2023 data cut — — Median duration of response, progression free survival, and overall survival rate not reached with median follow-up after CART-ddBCMA infusion o |
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| November 2, 2023 |
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 2, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| August 14, 2023 |
Exhibit 99.1 Arcellx Announces Partial Clinical Hold Lifted on iMMagine-1 Phase 2 Clinical Program and Reports Second Quarter Financial Results - Company expects to present preliminary data from iMMagine-1 study in 2H’24 - REDWOOD CITY, Calif., August 14, 2023 /PRNewswire/ - Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative immunot |
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| August 14, 2023 |
EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCELLX, INC. a Delaware corporation Arcellx, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The Company was originally incorporated under the name of Encarta Therapeutics, Inc., and the original Certificate of Incorporation of the Company was fil |
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| August 14, 2023 |
Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCELLX, INC. Arcellx, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The Company was originally incorporated under the name of Encarta Therapeutics, Inc., and the original Certificate of Incorporation of the Company was filed |
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| August 14, 2023 |
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 14, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| July 21, 2023 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| July 21, 2023 |
ACLX / Arcellx Inc / Paradigm Biocapital Advisors LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arcellx, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 03940C100 (CUSIP Number) July 11, 2023 (Date of Event Which Requires Filing of this statement) Check the appropriate box to designate the rule pursuant |
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| June 23, 2023 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Arcellx, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 03940C100 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, |
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| June 20, 2023 |
EX-99.1 Exhibit 99.1 Arcellx Announces Clinical Hold for its iMMagine-1 Phase 2 Clinical Program — FDA has provided clearance to the company to continue dosing patients who have already undergone lymphodepletion — REDWOOD CITY, Calif., June 19, 2023 /PRNewswire/ — Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative immunotherapies fo |
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| June 20, 2023 |
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 19, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| June 14, 2023 |
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 13, 2023 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 2, 2023 |
ACLX / Arcellx Inc / SR ONE CAPITAL MANAGEMENT, LLC - SC 13D/A Activist Investment SC 13D/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 2, 2023 |
SCHEDULE 13D JOINT FILING AGREEMENT EX-99.1 Table of Contents Exhibit 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly |
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| May 23, 2023 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 12235 El Camino Real San Diego, CA 92130 O: 858-350-2300 F: 866. |
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| May 19, 2023 |
SCHEDULE 13D JOINT FILING AGREEMENT EX-99.1 Exhibit 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly executed this join |
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| May 19, 2023 |
EX-99.2 Exhibit 2 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints Sasha Keough, Karen Narolewski-Engel, James Macadam, and Alexander M. Bowling, and each of them singly, as each of the undersigned’s true and lawful attorneys-in-fact with full power and authority as hereinafter described to: 1. execute for and on behalf of each of th |
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| May 19, 2023 |
ACLX / Arcellx Inc / SR ONE CAPITAL MANAGEMENT, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Arcellx, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 03940C 10 0 (CUSIP Number) Sasha Keough c/o SR One Capital Management, LP 985 Old Eagle School Road, Suite 511 Wayne, PA 19087 410-800-7503 (Name, Addr |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. |
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| May 8, 2023 |
EX-1.2 Exhibit 1.2 STIFEL NICOLAUS MASTER FORM ATM SALES AGREEMENT ARCELLX, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT May 8, 2023 STIFEL, NICOLAUS & COMPANY, INCORPORATED One South Street, 15th Floor Baltimore, Maryland 21202 Ladies and Gentlemen: Arcellx, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions |
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| May 8, 2023 |
Power of Attorney (included on the signature page to this Registration Statement) S-3ASR Table of Contents As filed with the Securities and Exchange Commission on May 8, 2023 Registration No. |
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| May 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Arcellx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate (4) Amount of Registration Fee (4) Carry Forward Form Type C |
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| May 8, 2023 |
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 8, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 8, 2023 |
Arcellx Provides First Quarter Financial Results Arcellx Provides First Quarter Financial Results REDWOOD CITY, Calif., May 8, 2023 /PRNewswire/ - Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative immunotherapies for patients with cancer and other incurable diseases, today reported financial results for the first quarter ended March 31, 2023. “Delivering our novel CAR-T therapy t |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| May 8, 2023 |
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 08, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 28, 2023 |
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 State |
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| April 28, 2023 |
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 State |
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| April 14, 2023 |
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 State |
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| March 29, 2023 |
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 OR ☐ 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 001-41259 ARCELLX, INC. ( |
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| March 29, 2023 |
Common Stock Purchase Agreement between the Registrant and Gilead Sciences, Inc. Exhibit 10.23 COMMON STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page 1. Defined Terms Used in this Agreement 1 2. Purchase and Sale of Common Stock. 5 2.1 Sale and Issuance of Common Stock 5 2.2 Closing; Delivery; Adjustments 5 3. Representations and Warranties of the Company 5 3.1 Organization, Good Standing, Corporate Power and Qualification 5 3.2 Capitalization 5 3.4 Authorization 6 3.5 Valid I |
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| March 29, 2023 |
List of Registrant’s subsidiaries. Exhibit 21.1 List of Subsidiaries Subdomain, LLC |
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| March 29, 2023 |
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 29, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| March 29, 2023 |
Exhibit 10.16 ARCELLX, Inc. 2022 Equity Incentive Plan NOTICE OF RESTRICTED STOCK UNIT AWARD AND RESTRICTED STOCK UNIT AGREEMENT Capitalized terms that are not defined in this Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Award, the Non-U.S. Appendix attached hereto as Exhibit B and all other exh |
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| March 29, 2023 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, $0.001 par value per share of Arcellx, Inc. (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The follo |
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| March 29, 2023 |
Collaboration and License Agreement between the Registrant and Gilead Sciences, Inc. Exhibit 10.22 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] Execution Version December 8, 2022 CONFIDENTIAL COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN ARCELLX, INC. AND KITE PHARMA, INC. Table of Contents ARTIC |
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| March 29, 2023 |
Exhibit 99.1 Arcellx Provides Fourth Quarter and Year-End 2022 Financial Results and Business Highlights - Signed strategic collaboration with Kite to co-develop and co-commercialize late-stage clinical CART-ddBCMA in multiple myeloma - - Presented continued robust long-term responses from CART-ddBCMA Phase 1 expansion trial in patients with relapsed or refractory multiple myeloma - - Enrolled and |
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| March 29, 2023 |
Standstill Agreement between the Registrant and Gilead Sciences, Inc. Exhibit 10.24 ARCELLX, INC. STANDSTILL AND STOCK RESTRICTION AGREEMENT This Standstill and Stock Restriction Agreement (this “Agreement”) is made as of December 8, 2022 (“Effective Date”) by and among Arcellx, Inc., a Delaware corporation (the “Company”) and Gilead Sciences, Inc., a Delaware corporation (the “Investor”). WHEREAS, the Investor has agreed to purchase shares of the Company’s Common S |
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| February 14, 2023 |
EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2023 PERCEPTIVE ADVISORS LLC |
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| February 14, 2023 |
ACLX / Arcellx Inc / Cormorant Asset Management, LP Passive Investment SC 13G/A 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arcellx, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03940C100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2023 |
ACLX / Arcellx Inc / PERCEPTIVE ADVISORS LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arcellx, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 03940C 100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 13, 2023 |
ACLX / Arcellx Inc / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment SC 13G/A 1 d992878013g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arcellx, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 03940C100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 6, 2023 |
ACLX / Arcellx Inc / GILEAD SCIENCES INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arcellx, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 03940C100 (CUSIP Number) January 26, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| January 30, 2023 |
Exhibit 99.1 KITE AND ARCELLX CLOSE AGREEMENT TO CO-DEVELOP AND CO-COMMERCIALIZE LATE-STAGE CLINICAL CART-ddBCMA IN MULTIPLE MYELOMA SANTA MONICA, Calif. and REDWOOD CITY, Calif., — January 30, 2023 — Kite, a Gilead Company (NASDAQ: GILD), and Arcellx, Inc. (NASDAQ: ACLX), today announced the closing of the companies’ previously announced global strategic collaboration to co-develop and co-commerc |
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| January 30, 2023 |
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): January 26, 2023 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| January 24, 2023 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arcellx, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 03940C100 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, |
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| January 3, 2023 |
Exhibit 24.1 POWER OF ATTORNEY ? ARCELLX, INC DIRECTORS KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of ARCELLX, INC., a Delaware corporation (the ?Company?), hereby nominates and appoints RAMI ELGHANDOUR, MICHELLE GILSON and MARYAM ABDUL-KAREEM, and each of them acting or signing singly, as such director?s agents and attorneys-in-fact, in his respective name and in t |
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| January 3, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Arcellx, Inc. (Exact name of registrant as specified in its charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe |
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| January 3, 2023 |
As filed with the Securities and Exchange Commission on January 3, 2023 S-8 1 d428807ds8.htm S-8 As filed with the Securities and Exchange Commission on January 3, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ARCELLX, INC. (Exact name of Registrant as specified in its charter) Delaware 47-2855917 (State or other jurisdiction of incorporation or organi |
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| December 16, 2022 |
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 15, 2022 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| December 16, 2022 |
Second Amended and Restated Bylaws of the Registrant, as currently in effect. Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF ARCELLX, INC. (initially adopted on January 22, 2015) (as amended and restated on February 8, 2022 and December 15, 2022) TABLE OF CONTENTS Page ARTICLE I?CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II?MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDU |
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| December 12, 2022 |
ACLX / Arcellx Inc / Novo Holdings A/S - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Arcellx, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03940C 100 (CUSIP Number) December 6, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| December 12, 2022 |
Exhibit 99.1 Corporate Presentation December 2022 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management?s beliefs and assumptions and on information currently available to our management. All stat |
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| December 12, 2022 |
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 12, 2022 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| December 9, 2022 |
Exhibit 99.1 Arcellx and Kite Announce Strategic Collaboration to Co-Develop and Co-Commercialize Late- Stage Clinical CART-ddBCMA in Multiple Myeloma ? Collaboration leverages expertise across both companies, including Kite?s global cell therapy leadership and industry leading reliable manufacturing ? ? Arcellx to receive $225M upfront payment; $100M equity investment; and up to $3.9B in total co |
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| December 9, 2022 |
Exhibit 99.2 Arcellx Announces Continued Robust Long-Term Responses from its CART-ddBCMA Phase 1 Expansion Trial in Patients with Relapsed or Refractory Multiple Myeloma and Additional Pipeline Progress ? 100% ORR at both CART-ddBCMA dose levels; deep and durable responses observed in patients with poor prognostic factors ? ? 27 of 38 (71%) evaluable patients reached CR/sCR; 20 of 25 patients (80% |
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| December 9, 2022 |
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 9, 2022 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 28, 2022 |
ACLX / Arcellx Inc / Novo Holdings A/S - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arcellx, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03940C 100 (CUSIP Number) November 18, 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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| November 14, 2022 |
Exhibit 99.1 Arcellx Reports Third Quarter 2022 Financial Results and Business Progress - Initiated iMMagine-1 Phase 2 pivotal study for CART-ddBCMA - - Longer-term follow-up patient data from the Phase 1 CART-ddBCMA expansion trial will be presented at the 64th ASH Annual Meeting in December - - Company to host a live webcast event with an expert panel of clinicians to discuss the clinical result |
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| November 14, 2022 |
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 14, 2022 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| November 14, 2022 |
Amended and Restated 2022 Employee Stock Purchase Plan ARCELLX, Inc. 2022 EMPLOYEE STOCK PURCHASE PLAN (as amended and restated effective September 27, 2022) 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee |
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| November 9, 2022 |
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, 2022 Arcellx, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41259 47-2855917 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 29, 2022 |
ACLX / Arcellx Inc / Cormorant Asset Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arcellx, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03940C100 (CUSIP Number) August 18, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| August 29, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of August 29, 2022, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the ?Filers?). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| August 16, 2022 |
SEC File Number: 001-41259 CUSIP Number: 03940C100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 15, 2022 |
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 15, 2022 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Numb |
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| August 15, 2022 |
Exhibit 99.1 Arcellx Provides Business Highlights and Reports Second Quarter 2022 Financial Results ? Completed upsized follow-on offering of common stock, raising $128.8 million in gross proceeds including full exercise of underwriters? option to purchase additional shares ? ? Presented continued robust long-term responses from its CART-ddBCMA Phase 1 expansion trial being evaluated in patients w |
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| June 27, 2022 |
ACLX / Arcellx Inc / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment SC 13G 1 d956053413g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arcellx, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 03940C100 (CUSIP Number) June 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| June 27, 2022 |
ACLX / Arcellx Inc / SR ONE CAPITAL MANAGEMENT, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arcellx, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 (Title of Class of Securities) 03940C 10 0 (CUSIP Number) Karen Narolewski-Engel c/o SR One Capital Management, LP 985 Old Eagle School Road, Suite 511 Wayne, PA 19087 610-766-2240 (Name, Add |
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| June 21, 2022 |
Exhibit 99.1 Arcellx Announces Closing of Upsized Public Offering of Common Stock and Underwriters? Full Exercise of Option to Purchase Additional Shares REDWOOD CITY, Calif., June 21, 2022 ? Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative immunotherapies for patients with cancer and other incurable diseases, today announced the |
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| June 21, 2022 |
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 15, 2022 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 16, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(4) Registration Nos. 333-265573 and 333-265646 P R O S P E C T U S 7,000,000 Shares Common Stock We are selling 7,000,000 shares of our common stock. The public offering price of our common stock is $16.00 per share. Our common stock is listed on the Nasdaq Global Select Market under the symbol ?ACLX.? On June 15, 2022, the last reported sale price o |
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| June 15, 2022 |
As filed with the Securities and Exchange Commission on June 15, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARCELLX, INC. (Exact name of Registrant as specified in its charter) Delaware 2836 47-2855917 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classi |
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| June 15, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Arcellx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common |
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| June 15, 2022 |
As filed with the Securities and Exchange Commission on June 15, 2022. S-1/A 1 d332508ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 15, 2022. Registration No. 333-265573 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARCELLX, INC. (Exact name of Registrant as specified in its charter) Delaware 2836 47-2855917 (St |
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| June 15, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Arcellx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common |
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| June 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Arcellx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common |
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| June 14, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on June 14, 2022. |
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| June 14, 2022 |
Form of Underwriting Agreement. Exhibit 1.1 [?] Arcellx, Inc. UNDERWRITING AGREEMENT June [?], 2022 BOFA SECURITIES, INC. SVB SECURITIES LLC As Representatives of the several Underwriters c/o BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 c/o SVB SECURITIES LLC 255 California Street, 12th Floor San Francisco, California 94111 Ladies and Gentlemen: Introductory. Arcellx, Inc., a Delaware corporation (the ?Company? |
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| June 14, 2022 |
[Remainder of page intentionally left blank] BofA Securities, Inc. One Bryant Park New York, New York 10036 SVB Securities LLC 255 California Street 12th Floor San Francisco, California 94111 VIA EDGAR June 14, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Joe McCann Aric-James Prazeres Re: Arcellx, Inc. Acceleration Request f |
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| June 14, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on June 14, 2022. |
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| June 14, 2022 |
June 14, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Joe McCann Aric-James Prazeres Re: Arcellx, Inc. Registration Statement on Form S-1 (File No. 333-265573) Acceleration Request Requested Date: Thursday, June 16, 2022 Requested Time: 9:00 A.M. Eastern Daylight Time Ladies and G |
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| June 14, 2022 |
[Remainder of page intentionally left blank] CORRESP 1 filename1.htm BofA Securities, Inc. One Bryant Park New York, New York 10036 SVB Securities LLC 255 California Street 12th Floor San Francisco, California 94111 VIA EDGAR June 14, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Joe McCann Aric-James Prazeres Re: Arcellx, Inc |
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| June 14, 2022 |
June 14, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Joe McCann Aric-James Prazeres Re: Arcellx, Inc. Registration Statement on Form S-1 (File No. 333-265573) Acceleration Request Requested Date: Wednesday, June 15, 2022 Requested Time: 5:00 P.M. Eastern Daylight Time Ladies and |
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| June 13, 2022 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 13, 2022. |
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| May 23, 2022 |
Change in Control and Severance Agreement between the Company and Michelle Gilson Exhibit 10.2 ARCELLX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is made between Arcellx, Inc. (the ?Company?) and Michelle Gilson (the ?Executive?), effective as of the date on which Executive commences employment with the Company (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection |
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| May 23, 2022 |
Arcellx Appoints Michelle Gilson as Chief Financial Officer Exhibit 99.1 Arcellx Appoints Michelle Gilson as Chief Financial Officer FOSTER CITY, Calif., May 23, 2022 /PRNewswire/ ? Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative immunotherapies for patients with cancer and other incurable diseases, today announced the appointment of Michelle Gilson as Chief Financial Officer. Ms. Gilson |
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| May 23, 2022 |
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 20, 2022 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 23, 2022 |
Offer Letter between Registrant and Michelle Gilson dated April 3, 2022. Exhibit 10.1 25 West Watkins Mill Road, Suite A Gaithersburg, MD 20878 April 1, 2022 Michelle Gilson [phone number and email address redacted] Via E-Mail Dear Michelle, I am pleased to offer you a position with Arcellx, Inc. (the ?Company?), as the Chief Financial Officer reporting to the Chief Executive Officer or their designee. The position is based in our Bay Area, California office. If you de |
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| May 16, 2022 |
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, 2022 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 16, 2022 |
Exhibit 99.1 Arcellx Appoints Olivia Ware to its Board of Directors ? Replaces Lewis T. ?Rusty? Williams, M.D. on Board of Directors ? FOSTER CITY, Calif., May 16, 2022 /PRNewswire/ ? Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative immunotherapies for patients with cancer and other incurable diseases, today announced the appointm |
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| May 12, 2022 |
Exhibit 99.1 Arcellx Provides Business Updates and Reports First Quarter 2022 Financial Results ? First patient dosed in the Phase 1 clinical trial evaluating ACLX-001 utilizing groundbreaking ARC-SparX technology in relapsed or refractory multiple myeloma (r/r MM) ? ? Management to host live webcast event during the 2022 ASCO Annual Meeting on Sunday, June 5, 2022, at 7:00 p.m. CDT to discuss new |
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| May 12, 2022 |
Master Services Agreement between Registrant and Lonza Houston, Inc., dated September 2, 2021. Exhibit 10.13 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] MANUFACTURING SERVICES AGREEMENT This Manufacturing Services Agreement (this ?Agreement?) is made as of September 2, 2021, (the ?Effective Date?) between Lonz |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41259 ARCELLX, INC. |
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| May 12, 2022 |
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 12, 2022 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 12, 2022 |
Statement of Work A-1 between Registrant and Lonza Houston, Inc. dated February 16, 2022. Exhibit 10.14 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] Arcellx SOW A-1 Technology Transfer and Manufacturing of CART ddBCMA Table of Contents 1. Project Scope 3 2. Abbreviation 3 3. Key Assumptions 4 4. Project Ac |
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| March 24, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, $0.001 par value per share of Arcellx, Inc. (the ?Company,? ?we,? ?our,? or ?us?), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The follo |
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| March 24, 2022 |
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, 2021 OR ? 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 001-41259 (Exact name of |
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| March 24, 2022 |
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 24, 2022 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 24, 2022 |
Exhibit 99.1 Arcellx Provides Business Update and Reports Fourth Quarter and Year-End 2021 Financial Results - Completed upsized initial public offering of common stock, raising $142.3 million in gross proceeds including full exercise of underwriters? option to purchase additional shares - - Expanded company?s board of directors with the appointment of Kavita Patel, M.D. - FOSTER CITY, Calif., Mar |
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| February 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ??)* Arcellx, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 03940C100 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, Address and |
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| February 17, 2022 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated February 18, 2022, with respect to the shares of common stock of Arcellx, Inc. |
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| February 17, 2022 |
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): February 12, 2022 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| February 17, 2022 |
DSGN / Design Therapeutics Inc / SR ONE CAPITAL MANAGEMENT, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Arcellx, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 (Title of Class of Securities) 03940C 10 0 (CUSIP Number) Karen Narolewski-Engel c/o SR One Capital Management, LP 985 Old Eagle School Road, Suite 511 Wayne, PA 19087 610-766-2240 (Name, Addr |
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| February 9, 2022 |
Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCELLX, INC. a Delaware corporation Arcellx, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify as follows: A. The Company was originally incorporated under the name of Encarta Therapeutics, Inc., and the original Certificate of Incorporation of the Company was fil |
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| February 9, 2022 |
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 8, 2022 Arcellx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41259 47-2855917 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 9, 2022 |
ACLX / Arcellx Inc / Novo Holdings A/S - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arcellx, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03940C 100 (CUSIP Number) February 3, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 9, 2022 |
Exhibit 99.1 Arcellx Announces Closing of Initial Public Offering and Exercise in Full of the Underwriters? Option to Purchase Additional Shares GAITHERSBURG, Maryland, February 8, 2022 ? Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative immunotherapies for patients with cancer and other incurable diseases, today announced the clos |
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| February 9, 2022 |
Amended and Restated Bylaws of the Registrant. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ARCELLX, INC. (initially adopted on January 22, 2015) (as amended and restated on February 8, 2022) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1??REGISTERED OFFICE 1 1.2??OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1??PLACE OF MEETINGS 1 2.2??ANNUAL MEETING 1 2.3??SPECIAL MEETING 1 2.4??ADVANCE NOTICE PROCEDURES 2 2.5??NOTICE O |
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| February 7, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Arcellx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per |
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| February 7, 2022 |
As filed with the Securities and Exchange Commission on February 7, 2022 As filed with the Securities and Exchange Commission on February 7, 2022 Registration No. |
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| February 7, 2022 |
424B4 1 d129231d424b4.htm 424B4 Table of Contents Filed pursuant to 424(b)(4) Registration No. 333-262191 P R O S P E C T U S 8,250,000 Shares Common Stock This is our initial public offering. We are selling 8,250,000 shares of our common stock. The initial public offering price is $15.00 per share. Currently, no public market exists for the shares. Our common stock has been approved for listing o |
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| February 1, 2022 |
CORRESP 1 filename1.htm February 1, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Joe McCann Tracey Houser Al Pavot Re: Arcellx, Inc. Registration Statement on Form S-1 (File No. 333-262191) Acceleration Request Requested Date:Thursday, February 3, 2022 Requested Time:4: |
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| February 1, 2022 |
8-A12B 1 d129231d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ARCELLX, INC. (Exact name of registrant as specified in its charter) Delaware 47-2855917 (State of incorporation or organization) (I.R.S. Employer Identification N |
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| February 1, 2022 |
[Remainder of page intentionally left blank] BofA Securities, Inc. One Bryant Park New York, New York 10036 SVB Securities LLC 255 California Street 12th Floor San Francisco, California 94111 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606 VIA EDGAR February 1, 2022 United States Securities and Exchange Commission Division of Corporation Finan |
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| January 31, 2022 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?ARCELLX, INC.?, FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF MARCH, A.D. 2021, AT 10:04 O`CLOCK A.M. 5592248 8100 SR# 20211054163 Authentication: 202829757 Date: 03-26-21 You may verify this cert |
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| January 31, 2022 |
As filed with the Securities and Exchange Commission on January 31, 2022. Table of Contents As filed with the Securities and Exchange Commission on January 31, 2022. |
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| January 31, 2022 |
Specimen common stock certificate of the Registrant. Exhibit 4.2 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PO PAR VALUE $0.001 MR ADD ADD ADD ADD 43 2 1 A BOX DESIGNATION SAMPLE Certificate Shares 505006, Number * * 000000 ****************** (IF * * * 000000 ***************** ANY) ZQ00000000 **** 000000 **************** Louisville, ARCELLX, INC. ***** 000000 *************** KY ****** 000000 ************** INCORP |
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| January 31, 2022 |
Confirmatory Employment Letter between the Registrant and Neeraj Teotia. Exhibit 10.11 ARCELLX, INC. Confirmatory Employment Letter January 31, 2022 Neeraj Teotia c/o Arcellx, Inc. Dear Neeraj Teotia: This letter agreement (the ?Agreement?) is entered into between Arcellx, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and conditions of y |
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| January 31, 2022 |
2022 Equity Incentive Plan and forms of agreements thereunder. Exhibit 10.3 ARCELLX, INC. 2022 EQUITY INCENTIVE PLAN 1. Purposes of the Plan; Award Types. (a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants (collectively, ?Service Providers?), and to promote the success of the Company?s business. (b) Award Types. T |
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| January 31, 2022 |
2022 Employee Stock Purchase Plan Exhibit 10.4 ARCELLX, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Code Section 42 |
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| January 31, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Arcellx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Comm |
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| January 31, 2022 |
Confirmatory Employment Letter between the Registrant and Rami Elghandour. Exhibit 10.9 ARCELLX, INC. Confirmatory Employment Letter January 31, 2022 Rami Elghandour c/o Arcellx, Inc. Dear Rami This letter agreement (the ?Agreement?) is entered into between Arcellx, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and conditions of your emplo |
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| January 31, 2022 |
Form of Underwriting Agreement, including Form of Lock-up Agreement. Exhibit 1.1 [Number of Shares] Arcellx, Inc. UNDERWRITING AGREEMENT [Date] BOFA SECURITIES, INC. SVB LEERINK LLC BARCLAYS CAPITAL INC. WILLIAM BLAIR & COMPANY, L.L.C. As Representatives of the several Underwriters c/o BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 c/o SVB LEERINK LLC 255 California Street, 12th Floor San Francisco, California 94111 c/o BARCLAYS CAPITAL INC. 745 Sev |
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| January 31, 2022 |
Confirmatory Employment Letter between the Registrant and Christopher Heery, M.D. Exhibit 10.10 ARCELLX, INC. Confirmatory Employment Letter January 31, 2022 Christopher R. Heery, MD c/o Arcellx, Inc. Dear Dr. Heery: This letter agreement (the ?Agreement?) is entered into between Arcellx, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and conditio |
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| January 31, 2022 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 12235 El Camino Real San Diego, CA 92130 O: 858-350-2300 F: 866. |
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| January 25, 2022 |
CORRESP 1 filename1.htm Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 CONFIDENTIAL TREATMENT REQUESTED BY ARCELLX, INC.: ACLX -002 FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. §200.83 The entity requesting confidential treatment is: Arcellx, Inc. 25 West Watkins Road, Suite A Gaithersburg |
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| January 14, 2022 |
Employee Incentive Compensation Plan. Exhibit 10.6 ARCELLX, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company?s objectives. 2. Definitions. 2.1 ?Actual Award? means as to any Performance Period, the actual award (if any) payable to a Partici |
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| January 14, 2022 |
Form of Executive Change in Control and Severance Agreement. Exhibit 10.5 ARCELLX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is made between Arcellx, Inc. (the ?Company?) and [] (the ?Executive?), effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an underwritten public offering (1) pursuant to an effective regis |
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| January 14, 2022 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCELLX, INC. a Delaware corporation Arcellx, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify as follows: A. The Company was originally incorporated under the name of Encarta Therapeutics, Inc., and the original Certificate of Incorporation of the Company was fil |
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| January 14, 2022 |
2017 Equity Incentive Plan, as amended, and forms of agreement thereunder. Exhibit 10.2 ARCELLX, INC. 2017 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonsta |
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| January 14, 2022 |
Power of Attorney (see page II-6 to this Form S-1). Table of Contents As filed with the Securities and Exchange Commission on January 14, 2022. |
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| January 14, 2022 |
Outside Director Compensation Policy. Exhibit 10.12 ARCELLX, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved January 13, 2022, and effective as of the Effective Date Arcellx, Inc. (the ?Company?) believes that providing cash and equity compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not |
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| January 14, 2022 |
Consulting Agreement between the Registrant and Danforth Advisors, LLC dated January 7, 2022. Exhibit 10.14 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?) is made effective as of January 7, 2022 (the ?Effective Date?), by and between Arcellx, Inc., |
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| January 14, 2022 |
Amended and Restated Bylaws of the Registrant, as currently in effect. Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ARCELLX, INC. (initially adopted on January 22, 2015) (as amended and restated on , 2022) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? M |
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| January 14, 2022 |
Exhibit 4.1 ARCELLX, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT MARCH 26, 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 5 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 7 2.5 Furnish Information 8 2.6 Expenses of Registration 8 2.7 Delay of Registration 9 2.8 Indemnification 9 2.9 Reports Under Ex |
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| January 14, 2022 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?ARCELLX, INC.?, FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF MARCH, A.D. 2021, AT 10:04 O`CLOCK A.M. 5592248 8100 SR# 20211054163 Authentication: 202829757 Date: 03-26-21 You may verify this cert |
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| January 14, 2022 |
Exhibit 10.15 TRANSITION AGREEMENT AND RELEASE This Transition Agreement and Release (?Agreement?) is made by and between David M. Hilbert, Ph.D. (?Employee?) and Arcellx, Inc. (the ?Company?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). RECITALS WHEREAS, Employee was employed by the Company; WHEREAS, Employee signed an offer letter with the Company on Nove |
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| January 14, 2022 |
Exhibit 10.8 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] PRIVILEGED AND CONFIDENTIAL DEVELOPMENT, EVALUATION AND LICENSE AGREEMENT between PFENEX INC. and ARCELLX, INC. Dated as of December 24, 2018 TABLE OF CONTENTS |
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| January 14, 2022 |
Exhibit 10.1 ARCELLX, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of [insert date], and is between Arcellx, Inc., a Delaware corporation (the ?Company?), and [insert name of indemnitee] (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of |
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| January 14, 2022 |
Exhibit 10.13 ARCELLX, INC. 2017 EQUITY INCENTIVE PLAN AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the 2017 Equity Incentive Plan (the ?Plan?) shall have the same defined meanings in this Amended and Restated Restricted Stock Unit Award Agreement (the ?Award Agreement?). The Award Agreement amends and restates the Restricted Stoc |
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| January 14, 2022 |
Bylaws of the Registrant, as currently in effect. Exhibit 3.3 BYLAWS OF ENCARTA THERAPEUTICS, INC. Adopted January 22, 2015 TABLE OF CONTENTS Page ARTICLE I - MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without a Meeting 3 1.10 Record |
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| January 14, 2022 |
Lease Agreement between TPG West Watkins Property, LLC and the Registrant, dated October 5, 2018. Exhibit 10.7 LEASE BETWEEN ARCELLX, INC., AS TENANT AND TFG WEST WATKINS PROPERTY, LLC, AS LANDLORD 25, 35 & 45 WEST WATKINS MILL ROAD GAITHERSBURG, MARYLAND The submission of an unsigned copy of this document to Tenant for Tenant?s consideration does not constitute an offer to lease the Premises or an option to or for the Premises. This document shall become effective and binding only upon the ex |
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| December 28, 2021 |
EX-10.8 10 filename10.htm Exhibit 10.8 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] PRIVILEGED AND CONFIDENTIAL DEVELOPMENT, EVALUATION AND LICENSE AGREEMENT between PFENEX INC. and ARCELLX, INC. Dated as of December |
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| December 28, 2021 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ARCELLX, INC. (initially adopted on January 22, 2015) (as amended and restated on , 2022) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? M |
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| December 28, 2021 |
DRSLTR 1 filename1.htm 1301 Avenue of the Americas, 40th Floor New York, NY 10019-6022 212.999.5800 212.999.5899 www.wsgr.com December 28, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Joe McCann Abby Adams Tracey Houser Al Pavot Re: Arcellx, Inc. Amendment N |
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| December 28, 2021 |
DRS/A 1 filename1.htm Table of Contents Amendment No. 3 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on December 28, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCH |
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| December 28, 2021 |
ARCELLX, INC. INDEMNIFICATION AGREEMENT EX-10.1 7 filename7.htm Exhibit 10.1 ARCELLX, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Arcellx, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as |
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| December 28, 2021 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCELLX, INC. a Delaware corporation EX-3.2 3 filename3.htm Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARCELLX, INC. a Delaware corporation Arcellx, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The Company was originally incorporated under the name of Encarta Therapeutics, Inc., and the original Certificate of Incorporation |
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| December 28, 2021 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?ARCELLX, INC.?, FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF MARCH, A.D. 2021, AT 10:04 O`CLOCK A.M. 5592248 8100 SR# 20211054163 Authentication: 202829757 Date: 03-26-21 You may verify this cert |
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| December 28, 2021 |
ARCELLX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT MARCH 26, 2021 EX-4.1 6 filename6.htm Exhibit 4.1 ARCELLX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT MARCH 26, 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 5 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 7 2.5 Furnish Information 8 2.6 Expenses of Registration 8 2.7 Delay of Registration 9 2.8 Indemnification |
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| December 28, 2021 |
ARCELLX, INC. 2017 EQUITY INCENTIVE PLAN EX-10.2 8 filename8.htm Exhibit 10.2 ARCELLX, INC. 2017 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incenti |
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| December 28, 2021 |
BYLAWS OF ENCARTA THERAPEUTICS, INC. Adopted January 22, 2015 EX-3.3 4 filename4.htm Exhibit 3.3 BYLAWS OF ENCARTA THERAPEUTICS, INC. Adopted January 22, 2015 TABLE OF CONTENTS Page ARTICLE I - MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without a |
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| December 28, 2021 |
EX-10.7 9 filename9.htm Exhibit 10.7 LEASE BETWEEN ARCELLX, INC., AS TENANT AND TFG WEST WATKINS PROPERTY, LLC, AS LANDLORD 25, 35 & 45 WEST WATKINS MILL ROAD GAITHERSBURG, MARYLAND The submission of an unsigned copy of this document to Tenant for Tenant’s consideration does not constitute an offer to lease the Premises or an option to or for the Premises. This document shall become effective and |
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| November 19, 2021 |
DRS/A 1 filename1.htm Table of Contents Amendment No. 2 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on November 19, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCH |
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| June 9, 2020 |
Exhibit 10.8 Execution Version LEASE BETWEEN ARCELLX, INC., AS TENANT AND TFG WEST WATKINS PROPERTY, LLC, AS LANDLORD 25, 35 & 45 WEST WATKINS MILL ROAD GAITHERSBURG, MARYLAND The submission of an unsigned copy of this document to Tenant for Tenant?s consideration does not constitute an offer to lease the Premises or an option to or for the Premises. This document shall become effective and bindin |
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| June 9, 2020 |
ARCELLX, INC. 2017 EQUITY INCENTIVE PLAN Exhibit 10.2 ARCELLX, INC. 2017 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonsta |
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| June 9, 2020 |
Table of Contents Amendment No. 1 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on June 9, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| June 9, 2020 |
1301 Avenue of the Americas, 40th Floor New York, NY 10019-6022 212.999.5800 212.999.5899 www.wsgr.com June 9, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Abby Adams Joe McCann Tracey Houser Kate Tillan Re: Arcellx, Inc. Draft Registration Statement on Form S-1 Submitted May 1, 2 |
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| June 9, 2020 |
BYLAWS OF ARCELLX, INC. Adopted January 22, 2015 Exhibit 3.3 BYLAWS OF ARCELLX, INC. Adopted January 22, 2015 TABLE OF CONTENTS Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without a Meeting 3 1.10 Record Dates 4 1.11 |
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| May 1, 2020 |
DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 30, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGIST |
