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Gilead buys Arcellx (NASDAQ: ACLX) in $7.1B cash and CVR deal

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8-K

Rhea-AI Filing Summary

Arcellx, Inc. has been acquired by Gilead Sciences through a completed tender offer and merger. Stockholders receive $115.00 in cash per share plus one contingent value right (CVR) that may pay $5.00 in cash if specified anito-cel sales milestones are achieved by December 31, 2029.

The offer closed with 38,795,604 shares tendered, representing about 77.2% of outstanding shares, and Gilead used approximately $7.1 billion to fund the transaction. Arcellx is now a wholly owned Gilead subsidiary, its directors and officers have been replaced by Gilead designees, its charter and bylaws were restated, and its Nasdaq listing and SEC registration are being terminated.

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Insights

Gilead’s ~$7.1B cash-and-CVR deal takes Arcellx private and adds long-term anito-cel upside.

Arcellx stockholders receive $115.00 in cash per share plus a CVR that can pay $5.00 if cumulative worldwide anito-cel sales exceed $6.0 billion by December 31, 2029. The acquirer used about $7.1 billion to close the offer, merger, and equity award payouts.

The structure combines immediate liquidity with back-end exposure to a single product’s commercial performance, concentrating risk in anito-cel execution. With 38,795,604 shares tendered (about 77.2% of outstanding), Gilead quickly achieved control under Section 251(h) without a separate stockholder vote.

Post-closing, Arcellx becomes a wholly owned subsidiary, its public listing is being removed via Form 25 and Form 15, and its governance documents were fully amended and restated. Future value realization for former holders now hinges on anito-cel sales meeting the CVR threshold by the stated dates.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Per-share cash consideration $115.00 per share Cash paid for each Arcellx common share at closing
Contingent value right amount $5.00 per CVR Payable March 31, 2030 if anito-cel sales exceed $6.0B by Dec. 31, 2029
Anito-cel sales threshold $6.0 billion Cumulative worldwide sales required for CVR payment by Dec. 31, 2029
Shares tendered 38,795,604 shares Validly tendered and not withdrawn at offer expiration
Tendered ownership percentage 77.2% of outstanding shares Tendered shares plus shares already owned by Gilead affiliates
Aggregate transaction funding $7.1 billion Approximate funds used by Gilead to complete offer and merger
CVR payment date March 31, 2030 Scheduled payment date for any CVR cash amount
contingent value right financial
"one (1) contractual contingent value right (a “CVR”), which represents the right to receive one contingent payment of $5.00 per CVR"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
tender offer financial
"Purchaser commenced a tender offer (the “Offer”) to purchase all of the Company’s issued and outstanding shares"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Section 251(h) regulatory
"the Merger ... pursuant to Section 251(h) of the Delaware General Corporation Law, as amended"
Section 251(h) is a provision in Delaware corporate law that lets a company complete a merger without holding a separate shareholder vote if a prior, qualifying tender offer already secured the required number of shares on the same terms. For investors, it matters because it shortens the timetable and reduces the risk that a merger will be blocked by a follow-up vote—think of it as a shortcut that finalizes a deal once enough stockholders have already agreed.
appraisal rights regulatory
"Shares held by stockholders who are entitled to appraisal rights under Section 262 of the DGCL"
A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.
Form 25 regulatory
"requested that NASDAQ suspend trading of Shares and file with the SEC a Form 25 Notification of Removal from Listing"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"The Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

April 28, 2026

 

Arcellx, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-41259 47-2855917
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

800 Bridge Parkway

Redwood City, CA 94065

(Address of principal executive offices, including zip code)

 

(240) 327-0630

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

        Name of each exchange on which
Title of each class   Trading Symbol(s)   registered
Common Stock, $0.001 par value per share   ACLX   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Introductory Note.

 

As previously disclosed on February 23, 2026 in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Arcellx, Inc., a Delaware corporation (the “Company”), the Company entered into an Agreement and Plan of Merger, dated as of February 22, 2026 (the “Merger Agreement”), by and among the Company, Gilead Sciences, Inc., a Delaware corporation (“Parent”), and Ravens Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”).

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein and in the Offer to Purchase, dated March 6, 2026, and the related Letter of Transmittal, on March 6, 2026, Purchaser commenced a tender offer (the “Offer”) to purchase all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Shares”), other than any Shares owned immediately prior to the effective time of the Merger (as defined below) by the Company (including those held in the Company’s treasury) and any Shares owned both as of the date of the commencement of the Offer and immediately prior to the effective time of the Merger by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent, at a price per Share of (x) $115.00 per Share (the “Closing Amount”), net to the seller in cash, without interest, subject to any withholding tax, plus (y) one (1) contractual contingent value right (a “CVR”), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, payable on March 31, 2030, subject to cumulative worldwide Sales (as defined in the CVR Agreement (as defined below)) of the Company’s anitocabtagene autoleucel (anito-cel) product exceeding $6.0 billion on or prior to December 31, 2029 and the other terms and conditions set forth in a contingent value rights agreement (the “CVR Agreement”), dated April 28, 2026, by and among Parent, Computershare, Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Computershare Trust”) (the Closing Amount plus one (1) CVR, together, the “Offer Price”).

 

The Offer expired at 5:00 p.m., Eastern Time, on April 27, 2026 (the “Expiration Time”). According to Computershare Trust, the depositary and paying agent for the Offer, as of the Expiration Time, 38,795,604 Shares were validly tendered and not validly withdrawn in the Offer, representing, together with Shares already owned by Parent, approximately 77.2% of the outstanding Shares. The number of Shares tendered satisfied the condition to the Offer that there be validly tendered, and not validly withdrawn, in the Offer a number of Shares that, considered together with all other Shares owned by Purchaser and its affiliates (as such term is defined in Section 251(h)(6) of the Delaware General Corporation Law, as amended (“DGCL”)), represent one more Share than 50% of the total number of Shares outstanding at the Expiration Time. All conditions to the Offer were satisfied or waived, and Parent and Purchaser accepted for payment all Shares validly tendered and not validly withdrawn.

 

Following the consummation of the Offer, the remaining conditions to the Merger (as defined below) set forth in the Merger Agreement were satisfied or waived, and on April 28, 2026, Purchaser merged with and into the Company (the “Merger” and, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”) pursuant to Section 251(h) of the DGCL, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned immediately prior to the Effective Time by the Company (including those held in the Company’s treasury), (ii) Shares owned both as of the commencement of the Offer and immediately prior to the Effective Time by Parent, Purchaser, or any other direct or indirect wholly owned subsidiary of Parent, (iii) Shares irrevocably accepted for purchase pursuant to the Offer, and (iv) Shares held by stockholders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL), was converted into the right to receive, on a per Share basis, (A) the Closing Amount in cash, without any interest thereon, subject to any withholding tax, plus (B) one (1) CVR per Share (clauses (A) and (B), collectively, the “Merger Consideration”).

 

 

 

 

At the Effective Time, each option to purchase Shares (each, a “Company Option”) that was outstanding and unexercised, whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per Share exercise price subject to such Company Option, multiplied by (y) the total number of Shares subject to such Company Option immediately prior to the Effective Time, plus (ii) one (1) CVR for each Share subject to such Company Option immediately prior to the Effective Time. At the Effective Time, each Company Option that was then outstanding and unexercised, whether or not vested, and which had a per share exercise price that was equal to or greater than the Closing Amount, was cancelled with no additional consideration payable therefor. At the Effective Time, each award of restricted stock units with respect to Shares (each, a “Company RSU”) that was outstanding, whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of Shares subject to such Company RSU immediately prior to the Effective Time (with the number of Shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company’s board of directors or a committee thereof), and (ii) one (1) CVR for each Share subject to such Company RSU immediately prior to the Effective Time.

 

The aggregate amount of funds used by Parent to consummate the Offer and the Merger (including payments for Company Options, Company RSUs and other payments referred to in the Merger Agreement) was approximately $7.1 billion.

 

The foregoing description of the Merger Agreement and the Transactions is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on February 23, 2026, and is incorporated herein by reference.

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

 

In connection with the consummation of the Transactions, the Company notified Nasdaq Stock Market LLC (“NASDAQ”) of the consummation of the Merger and requested that NASDAQ suspend trading of Shares and file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Shares.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.01. Changes in Control of Registrant.

 

The information set forth in the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

 

As a result of the consummation of the Offer, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned subsidiary of Parent.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

 

In connection with the consummation of the Transactions, Rami Elghandour, David Lubner, Kavita Patel, Olivia Ware, Ali Behbahani, Jill Carroll, Andrew Galligan, and Kristin Myers, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time. In addition, pursuant to the terms of the Merger Agreement, each officer of the Company resigned and ceased to be an officer of the Company as of the Effective Time.

 

Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors and officers of Purchaser as of immediately prior to the Effective Time, which consisted of Andrew D. Dickinson, Keeley Cain Wettan, and Thomas Kennedy, became the directors and officers of the Company.

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

 

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.		   Description
   
2.1+   Agreement and Plan of Merger, dated as of February 22, 2026, by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-41259) filed by the Company on February 23, 2026).
3.1*   Fifth Amended and Restated Certificate of Incorporation of Arcellx, Inc.
3.2*   Third Amended and Restated Bylaws of Arcellx, Inc.
104   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

 

+Schedules, exhibits and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules, exhibits and annexes upon request by the SEC.

 

*Filed herewith

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      ARCELLX, INC.
       
Date: April 28, 2026 By: /s/ Rami Elghandour
      Rami Elghandour
Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What happened to Arcellx (ACLX) in this Gilead transaction?

Arcellx has been acquired by Gilead Sciences through a tender offer and follow-on merger. Arcellx is now a wholly owned subsidiary of Gilead, its former directors and officers resigned, and its charter and bylaws were fully amended and restated under Gilead’s control.

What did Arcellx (ACLX) shareholders receive in the Gilead acquisition?

Each Arcellx share was converted into $115.00 in cash plus one contingent value right (CVR). Each CVR may pay $5.00 in cash if cumulative worldwide sales of anito-cel exceed $6.0 billion by December 31, 2029, subject to the CVR agreement terms.

How large was the Arcellx (ACLX) acquisition by Gilead?

Gilead used approximately $7.1 billion to complete the Arcellx tender offer and merger. This aggregate amount covers payments for common shares, in-the-money stock options, restricted stock units, and other consideration specified in the merger agreement between Arcellx and Gilead.

What are the key terms of the Arcellx (ACLX) contingent value right?

Each Arcellx share and eligible equity award received one CVR linked to anito-cel sales. A single $5.00 cash payment per CVR is payable on March 31, 2030 if cumulative worldwide anito-cel sales exceed $6.0 billion by December 31, 2029 under the CVR agreement.

Will Arcellx (ACLX) stock continue trading after the Gilead deal?

Arcellx common stock will no longer trade on Nasdaq following the merger closing. The company requested Nasdaq to file Form 25 to delist the shares and plans to file Form 15 to terminate registration and suspend ongoing reporting obligations for its common stock.

What happened to Arcellx (ACLX) stock options and RSUs in the merger?

In-the-money Arcellx stock options were canceled for cash equal to $115.00 minus the exercise price per share, plus one CVR per underlying share. All restricted stock units were canceled for cash equal to $115.00 per unit plus one CVR per unit, based on performance determinations where applicable.

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