8-K
filed April 28, 2026, 7:59 PM ET
ticker ACLX
CIK 0001786205
M&A
confidence high
sentiment neutral
materiality 1.00
Arcellx completes acquisition by Gilead Sciences subsidiary for $115 per share plus CVR
Arcellx, Inc.
- Tender offer expired with 38,795,604 shares tendered, representing ~77.2% of outstanding shares.
- Merger consideration: $115 per share cash plus one contingent value right of up to $5 per CVR payable by 2030.
- Aggregate funds used by Gilead to consummate the offer and merger were approximately $7.1 billion.
- Arcellx requested delisting from Nasdaq and intends to terminate SEC registration.
- All directors and officers resigned; new directors and officers appointed from Gilead subsidiary.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ali Behbahani resigned as Director at Arcellx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Lubner resigned as Director at Arcellx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kristin Myers resigned as Director at Arcellx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Rami Elghandour resigned as Chief Executive Officer at Arcellx, Inc..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
each officer of the Company resigned and ceased to be an officer of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Keeley Cain Wettan was appointed as Director at Arcellx, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Kennedy was appointed as Director at Arcellx, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew D. Dickinson was appointed as Director at Arcellx, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rami Elghandour resigned as Director at Arcellx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jill Carroll resigned as Director at Arcellx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Olivia Ware resigned as Director at Arcellx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Thomas Kennedy was appointed as General Counsel at Arcellx, Inc..
- Action
- appointed
- Role
- General Counsel
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kavita Patel resigned as Director at Arcellx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Andrew D. Dickinson was appointed as Chief Executive Officer at Arcellx, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Keeley Cain Wettan was appointed as Chief Financial Officer at Arcellx, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Galligan resigned as Director at Arcellx, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
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