SECURITIESFORM AND EXCHANGE COMMISSION8-K

☐Item Soliciting2.02 materialResults pursuantof toOperations Ruleand 14a-12Financial under the Exchange Act (17 CFR 240Condition.14a-12)

SecuritiesItem registered9.01 pursuantFinancial toStatements Sectionand 12(b) of the Act:Exhibits.

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): August 07, 2025

~~Pursuant~~Arcellx, ~~to Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported):


Delaware	001-41259	47-2855917
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Bridge Parkway
Redwood City, California		94065
(Address of Principal Executive Offices)		(Zip Code)

~~May~~Registrant’s 28Telephone Number, ~~2025~~Including Area Code: 240 327-0630

~~Arcellx,~~Not ~~Inc.~~Applicable

(~~Exact~~Former ~~name~~Name ofor ~~registrant~~Former asAddress, ~~specified~~if inChanged ~~its~~Since ~~charter~~Last Report)

Delaware		001-41259		47-2855917
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~800~~☐Written ~~Bridge~~communications ~~Parkway~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Redwood~~☐Soliciting ~~City,~~material CApursuant ~~94065~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(~~Address~~b) ofunder ~~principal~~the ~~executive~~Exchange ~~offices,~~Act ~~including~~(17 ~~zip~~CFR ~~code~~240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(~~240~~c) ~~327~~under the Exchange Act (17 CFR 240.13e-~~0630~~4(c))

~~(Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area~~Section ~~code~~12(b) of the Act:

Not Applicable


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	ACLX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~Former~~§ 230.405 ~~name~~of this chapter) or ~~former~~Rule ~~address,~~12b-2 ifof ~~changed~~the ~~since~~Securities ~~last~~Exchange ~~report~~Act of 1934 (§ 240.12b-2 of this chapter).

~~Check~~Emerging ~~the~~growth ~~appropriate~~company ~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~☐

☐If ~~Written~~an ~~communications~~emerging ~~pursuant~~growth tocompany, ~~Rule~~indicate ~~425~~by ~~under~~check mark if the ~~Securities~~registrant ~~Act~~has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(17a) ~~CFR~~of ~~230~~the Exchange Act.~~425)~~ ☐

☐On ~~Pre-commencement~~August ~~communications~~7, ~~pursuant~~2025, toArcellx, ~~Rule~~Inc. ~~14d-2~~(bthe “Company”) ~~under~~issued a press release announcing the ~~Exchange~~Company’s ~~Act~~financial ~~(17~~results ~~CFR~~for ~~240~~the fiscal quarter ended June 30, 2025.~~14d-2(b))~~ A copy of the Company’s press release is attached hereto as Exhibit 99.1.

☐The ~~Pre-commencement~~information ~~communications~~furnished pursuant to ~~Rule~~Item ~~13e~~2.02 on this Form 8-4K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (cthe “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, ~~(17~~except ~~CFR~~as ~~240~~expressly set forth by specific reference in such a filing.~~13e-4(c))~~

ARCELLX, INC.

Date: May 28, 2025

/s/ Rami Elghandour

Rami Elghandour

Chief Executive Officer

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		ACLX		The Nasdaq Stock Market LLC

(d) Exhibits.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Exhibit No.		Description

99.1		Press Release dated August 7, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~Emerging growth company ☐~~SIGNATURES

IfPursuant anto ~~emerging~~the ~~growth~~requirements ~~company,~~of ~~indicate~~the bySecurities ~~check~~Exchange ~~mark~~Act ifof 1934, the registrant has ~~elected~~duly ~~not~~caused tothis ~~use~~report ~~the~~to ~~extended~~be ~~transition~~signed ~~period~~on ~~for~~its ~~complying~~behalf ~~with~~by ~~any~~the ~~new~~undersigned orhereunto ~~revised~~duly ~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~authorized. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.


			Arcellx, Inc.

Date:	August 7, 2025	By:	/s/ Rami Elghandour
			Rami Elghandour Chief Executive Officer

We held our Annual Meeting of Stockholders (“Annual Meeting”) on May 28, 2025. Of the 55,072,693 shares of our common stock outstanding as of April 4, 2025, 52,952,262 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 96.15% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

1. Election of Three Class III Directors. The following nominees were elected by the holders of our common stock to serve as our Class III directors to hold office until our 2028 annual meeting of stockholders and until their successors have been duly elected and qualified:

Nominee	For		Withhold		Broker Non-Votes
Rami Elghandour		42,787,968		6,620,198		3,544,096
David Lubner		38,890,276		10,517,890		3,544,096
Kristin Myers		49,315,533		92,633		3,544,096

2. Advisory Vote on Executive Compensation. The stockholders approved, on an advisory (non-binding) basis, the “say-on-pay” proposal regarding the compensation of our named executive officers, as described in the 2024 Summary Compensation Table in the “Executive Compensation” section of the Proxy Statement.

For		Against		Abstain		Broker Non-Votes
39,920,221		9,482,082		5,863		3,544,096

3. Ratification of Appointment of Independent Registered Accounting Firm. The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified based on the following results of voting:

For		Against		Abstain		Broker Non-Votes
52,695,350		252,071		4,841		N/A

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Filing Compare · Arcellx, Inc.