Welcome to our dedicated page for ARCELLX SEC filings (Ticker: ACLX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Arcellx, Inc. filings document the company's completed acquisition by Gilead Sciences and the related changes to its public-company status. The Form 8-K record covers completion of the transaction, material-event disclosure, capital-structure matters, and prior operating and financial results.
Arcellx's later regulatory record includes a Form 25 for removal of its common stock from Nasdaq listing and registration, followed by a Form 15 terminating or suspending Exchange Act reporting obligations for the class of securities. These filings establish the company's transition from a Nasdaq-listed biotechnology issuer to a wholly owned subsidiary with one holder of record.
Arcellx, Inc. chief financial officer Michelle Gilson reported merger‑related transactions in Arcellx (ACLX) stock and equity awards tied to the company’s acquisition by Gilead Sciences. Common shares, including 5,000 held by a family charitable foundation and 67,048 held directly, were disposed of in a tender offer and exchanged for $115.00 per share in cash plus a contingent value right (CVR) for a possible additional $5.00 per share equivalent, subject to tax withholding.
In connection with the same merger, multiple equity awards were canceled and converted into cash and CVRs, including performance‑based and time‑based restricted stock units and stock options with exercise prices of $56.15, $31.03, $19.97, and $8.66 per share. The filing also reports a grant of 59,028 performance‑based restricted stock units, each representing a contingent right to receive one share of Arcellx common stock under the merger terms.
Arcellx, Inc. chief medical officer Christopher Heery reported multiple equity changes tied to the completed tender offer and merger with Gilead Sciences. He tendered 23,749 shares of common stock, which were exchanged for $115.00 in cash per share plus a contractual contingent value right for an additional $5.00 in cash, subject to conditions.
Under the merger agreement, his outstanding stock options and restricted stock units, including performance-based awards, were canceled and converted into cash payments based on the $115.00 closing amount per underlying share, plus one contingent value right for each underlying share. On the same date, he received a new grant of 45,138 performance-based restricted stock units, each representing a contingent right to receive one share of Arcellx common stock.
Arcellx, Inc. director and officer Rami Elghandour and related entities completed tender-offer transactions in connection with the company’s merger with Gilead Sciences. Trusts, a family charitable foundation, and Elghandour’s direct holdings disposed of Arcellx common stock in a tender offer for $115.00 per share in cash plus one contingent value right per share.
Each contingent value right entitles the holder to a potential additional cash payment of $5.00, subject to conditions in a contingent value rights agreement. Outstanding stock options and restricted stock units were canceled and converted into rights to receive cash based on the $115.00 Closing Amount plus one contingent value right for each underlying share, instead of remaining as equity awards.
Arcellx, Inc. has filed a post-effective amendment to deregister all securities remaining unsold under its Form S-3 following the closing of a merger in which Arcellx became a wholly owned subsidiary of Gilead Sciences on April 28, 2026. The amendment states the Registrant terminated offerings under the Registration Statement pursuant to an Agreement and Plan of Merger dated February 22, 2026, and that, after this filing, no securities remain registered under Registration No. 333-271731.
Arcellx, Inc. and Gilead Sciences completed a cash-and-CVR acquisition in which reporting holder Rami Elghandour tendered all of his Arcellx shares and now reports 0% beneficial ownership.
Under the merger, each Arcellx common share was exchanged for $115.00 in cash plus one contingent value right, which may pay $5.00 in cash upon achievement of a specified milestone. Stock options with exercise prices below $115.00 and all restricted stock units were canceled and converted into cash based on the $115.00 price plus one CVR per underlying share. Following the closing and cancellation of these equity awards, Elghandour no longer has voting or dispositive power over any Arcellx common stock.
Arcellx, Inc. has been acquired by Gilead Sciences through a completed tender offer and merger. Stockholders receive $115.00 in cash per share plus one contingent value right (CVR) that may pay $5.00 in cash if specified anito-cel sales milestones are achieved by December 31, 2029.
The offer closed with 38,795,604 shares tendered, representing about 77.2% of outstanding shares, and Gilead used approximately $7.1 billion to fund the transaction. Arcellx is now a wholly owned Gilead subsidiary, its directors and officers have been replaced by Gilead designees, its charter and bylaws were restated, and its Nasdaq listing and SEC registration are being terminated.
Arcellx, Inc. submitted a Form 25 notification to remove its Common Stock from listing and registration on the Nasdaq Stock Market LLC. The filing states the Exchange and the Issuer have each complied with the applicable Nasdaq rules and with 17 CFR 240.12d2-2.
Gilead Sciences, Inc. has completed its acquisition of Arcellx, Inc. and now owns 100% of the company. A tender offer that expired on April 27, 2026 resulted in 38,795,604 Arcellx common shares being validly tendered and not withdrawn, representing approximately 77.2% of shares outstanding at expiration.
Following the offer, Gilead closed a merger under Section 251(h) of the DGCL, with Arcellx surviving as a wholly owned subsidiary. Each Arcellx share (with limited exceptions) was cancelled and converted into the right to receive a cash Closing Amount plus one contingent value right (CVR) per share. The 100 issued and outstanding shares of the purchaser’s common stock held by Gilead were converted into 100 new Arcellx shares, giving Gilead sole voting and dispositive power over all outstanding Arcellx stock. Arcellx shares ceased trading on the Nasdaq Global Select Market on April 28, 2026 and will be delisted and deregistered under the Exchange Act.
Arcellx, Inc. amended its Schedule 14D-9 to report the Offer by Ravens Sub, Inc./Gilead. The Offer expired at 5:00 p.m. ET on April 27, 2026 with 38,795,604 Shares validly tendered (approximately 77.2% of outstanding shares). Purchaser accepted those shares and will pay for them within three business days. Parent and Purchaser expect to complete the acquisition by consummating the Merger on April 28, 2026 under Section 251(h) of the DGCL. At the effective time each issued and outstanding share (subject to specified exceptions) will be converted into $115.00 in cash plus one contingent value right (CVR). The CVR may pay $5.00 on March 31, 2030 if cumulative worldwide sales of anito-cel exceed $6.0 billion on or prior to December 31, 2029. Shares will be delisted and registration/ reporting under the Exchange Act will be terminated as promptly as practicable.
Arcellx, Inc. agreed to be acquired by Gilead Sciences, Inc.; Purchaser accepted tendered shares and will consummate the merger.
The Offer expired April 27, 2026, with 38,795,604 shares validly tendered, representing approximately 77.2% of shares outstanding as of expiration. Purchaser accepted for payment all validly tendered shares and expects to complete the merger on April 28, 2026 under the Merger Agreement using Section 251(h) of the DGCL. At the effective time, each issued and outstanding share (other than specified exclusions) will be converted into $115.00 in cash plus one contingent value right (CVR) entitling holders to a possible $5.00 payment payable March 31, 2030, subject to cumulative worldwide sales of anito-cel exceeding $6.0 billion on or prior to December 31, 2029. Shares will be delisted and Arcellx intends to suspend Exchange Act reporting following the merger.