Arcellx, Inc. 8-K

What Happened

• Arcellx announced it completed a merger on April 28, 2026, following a tender offer that began March 6, 2026 and expired April 27, 2026. Purchaser and Parent acquired control and Arcellx is now a wholly owned subsidiary of Parent. The merger consideration was $115.00 per share in cash (the “Closing Amount”) plus one contractual contingent value right (CVR) per share. The CVR entitles holders to a single $5.00 cash payment payable March 31, 2030 if cumulative worldwide sales of Arcellx’s anitocabtagene autoleucel (anito‑cel) exceed $6.0 billion on or before December 31, 2029.

Key Details

• Offer and acceptance: 38,795,604 shares were validly tendered and not withdrawn at expiration, which—together with shares already owned by the buyer—represented approximately 77.2% of outstanding shares. The offer satisfied the required majority condition and all tendered shares were accepted for payment.
• Transaction timing and cash outlays: The Offer expired April 27, 2026; the Merger closed April 28, 2026. Parent used approximately $7.1 billion in aggregate funds to complete the Offer and Merger (including payments for options, RSUs and other amounts).
• Treatment of equity awards: Unexercised options with exercise prices below $115 were cancelled and converted into a cash payment equal to (Closing Amount – exercise price) × shares plus one CVR per share; options with exercise prices ≥ $115 were cancelled with no payment. Outstanding RSUs were converted into a lump‑sum cash payment equal to $115 × underlying shares plus one CVR per share (performance RSUs adjusted for actual performance as determined by the board).
• CVR specifics: Each CVR pays $5.00 if anito‑cel cumulative worldwide sales exceed $6.0 billion by 12/31/2029; payment date is March 31, 2030; payments are subject to withholding taxes and the CVR Agreement terms.

Why It Matters

• This filing documents a definitive change of control and a liquidity event for Arcellx shareholders: most holders received $115 per share in cash plus the potential $5 CVR payout tied to anito‑cel sales. The company is now a private, wholly owned subsidiary of the buyer, which affects future public trading and public disclosure.
• Investors holding or evaluating Arcellx equity should note the cash treatment of options and RSUs (in‑the‑money awards cashed out; others cancelled) and the contingent nature of the additional CVR payment tied to product sales milestones and a 2030 payout date. Exhibits filed include amended certificate of incorporation and bylaws reflecting post‑closing corporate changes.