{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-050318","form_type":"8-K","ticker":"ACLX","cik":"0001786205","company_name":"Arcellx, Inc.","filed_at":"2026-04-28T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.904091+00:00","generated_at":"2026-05-15T03:07:19.173700+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Arcellx completes acquisition by Gilead Sciences subsidiary for $115 per share plus CVR","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-050318","json":"https://secwatch.observer/filing/0001104659-26-050318.json","markdown":"https://secwatch.observer/filing/0001104659-26-050318.md","text":"https://secwatch.observer/filing/0001104659-26-050318.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/tm2612746d7_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud","generated_at":"2026-05-15T03:07:19.173700+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"01df1c86e0","claim":"Ali Behbahani resigned as Director at Arcellx, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"04ffc81b94","claim":"David Lubner resigned as Director at Arcellx, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"1d2c3549b4","claim":"Kristin Myers resigned as Director at Arcellx, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"2ed094861d","claim":"Rami Elghandour resigned as Chief Executive Officer at Arcellx, Inc..","evidence_excerpt":"each officer of the Company resigned and ceased to be an officer of the Company as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm","confidence":0.85,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"41cc30b98f","claim":"Keeley Cain Wettan was appointed as Director at Arcellx, Inc..","evidence_excerpt":"the directors and officers of Purchaser as of immediately prior to the Effective Time, which consisted of Andrew D. 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Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}