UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 4)
Arcellx, Inc.
(Name of Subject Company)
Arcellx, Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
03940C100
(CUSIP Number of Class of Securities)
Rami Elghandour
Chief Executive Officer and Chairman of the
Board of Directors
Arcellx, Inc.
800 Bridge Parkway
Redwood City, CA 94065
(240) 327-0630
(Name, address, and telephone numbers of person
authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Robert T. Ishii
Dan Koeppen
Ross J. Tanaka
Wilson Sonsini Goodrich & Rosati,
P.C.
One Market Plaza
Spear Tower, Suite 3300
San Francisco, California 94105
(415) 947-2000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 4 to Schedule 14D-9 (this
“Amendment No. 4”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously
filed by Arcellx, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission
(the “SEC”) on March 6, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”),
with respect to the offer by Ravens Sub, Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary
of Gilead Sciences, Inc., a Delaware corporation (“Parent”), to purchase all outstanding shares of common stock,
par value $0.001 per share (“Shares”), of the Company, at a price per Share of (i) $115.00 per Share, net to the
seller in cash, without interest, subject to any withholding tax, plus (ii) one contractual contingent value right (a “CVR”),
which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding
tax, payable on March 31, 2030, subject to cumulative worldwide Sales (as defined in the CVR Agreement (as defined below)) of the
Company’s anitocabtagene autoleucel (anito-cel) product exceeding $6.0 billion on or prior to December 31, 2029 and the other
terms and conditions set forth in a contingent value rights agreement (the “CVR Agreement”) to be entered into by and
among Parent, Computershare, Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered
trust company, upon the terms and subject to the conditions described in the Offer to Purchase, dated as of March 6, 2026 (together
with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together
with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”).
The Offer is described in a Tender Offer Statement
filed under cover of Schedule TO with the SEC on March 6, 2026, by Parent and Purchaser (as amended or supplemented from time to
time).
Capitalized terms used in this Amendment No. 4
but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth
in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended
or supplemented to the extent specifically provided herein. This Amendment No. 4 is being filed to disclose certain updates
as reflected below.
ITEM 8. ADDITIONAL INFORMATION
Item
8 of the Schedule 14D-9 is hereby amended and supplemented by adding a new section titled “Expiration of the Offering
Period” immediately before the section titled “Forward-Looking Statements” as follows:
“The Offer expired
at 5:00 p.m., Eastern Time, on April 27, 2026. Computershare Trust Company, N.A., in its capacity as depositary and paying agent
for the Offer, advised Purchaser that, as of the expiration of the Offer, a total of 38,795,604 Shares were validly tendered and not validly
withdrawn, representing, together with shares already owned by Parent, approximately 77.2% of the Shares outstanding as of the expiration
of the Offer.
As of the expiration of the
Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition set
forth in the Merger Agreement, and all other conditions to the Offer were satisfied or waived. Following the expiration of the Offer,
Purchaser irrevocably accepted for payment, and will promptly (and in any event within three business days) pay for, all Shares tendered
and not validly withdrawn pursuant to the Offer.
Parent and Purchaser expect
to complete the acquisition of the Company on April 28, 2026 by consummating the Merger pursuant to the Merger Agreement without
a vote of the Company stockholders in accordance with Section 251(h) of the DGCL. At the effective time of the Merger, each
issued and outstanding Share (other than (i) Shares owned immediately prior to the effective time of the Merger 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 of the Merger by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent, (iii) Shares
irrevocably accepted by Purchaser 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 of the Merger, have neither effectively
withdrawn nor lost their rights to such appraisal and payment under the DGCL) will be converted into the right to receive, on a per Share
basis, (i) $115.00 per Share, net to the seller in cash, without interest, subject to any withholding tax, plus (ii) one
CVR per Share.
Following the consummation
of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Select Market. Parent and Purchaser intend to
take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting
obligations under the Exchange Act as promptly as practicable.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 14D-9 is true, complete and correct.
| Arcellx, Inc. |
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| By: |
/s/ Rami Elghandour |
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Name: Rami Elghandour |
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Title: Chief Executive Officer and Chairman of the Board of Directors |
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Dated: April 28, 2026
