---
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"
generated_at: "2026-05-15T03:07:19.173700+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Arcellx completes acquisition by Gilead Sciences subsidiary for $115 per share plus CVR

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-050318
- JSON: https://secwatch.observer/filing/0001104659-26-050318.json
- Plain text: https://secwatch.observer/filing/0001104659-26-050318.txt

## Key facts
- Executive change
  Ali Behbahani resigned as Director at Arcellx, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  David Lubner resigned as Director at Arcellx, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Kristin Myers resigned as Director at Arcellx, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Rami Elghandour resigned as Chief Executive Officer at Arcellx, Inc..
  - Action: resigned
  - Role: Chief Executive Officer
  source text: each officer of the Company resigned and ceased to be an officer of the Company as of the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Keeley Cain Wettan was appointed as Director at Arcellx, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Thomas Kennedy was appointed as Director at Arcellx, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Andrew D. Dickinson was appointed as Director at Arcellx, Inc..
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Rami Elghandour resigned as Director at Arcellx, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Jill Carroll resigned as Director at Arcellx, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Olivia Ware resigned as Director at Arcellx, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Thomas Kennedy was appointed as General Counsel at Arcellx, Inc..
  - Action: appointed
  - Role: General Counsel
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Kavita Patel resigned as Director at Arcellx, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Andrew D. Dickinson was appointed as Chief Executive Officer at Arcellx, Inc..
  - Action: appointed
  - Role: Chief Executive Officer
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Keeley Cain Wettan was appointed as Chief Financial Officer at Arcellx, Inc..
  - Action: appointed
  - Role: Chief Financial Officer
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm
- Executive change
  Andrew Galligan resigned as Director at Arcellx, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/0001104659-26-050318-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.