# Arcellx, Inc. (ACLX) — merger [completed]
Source: SEC API (secapi.ai) · situation sit_09a7a15da23758cdaac4 · retrieved 2026-08-11T16:17:14.830Z

## Overview
Arcellx, Inc. is a biopharmaceutical company developing cell therapy products, including anitocabtagene autoleucel (anito-cel), an autologous CAR-T cell therapy for multiple myeloma and other hematologic malignancies, in collaboration with Kite Pharma (a Gilead subsidiary).

Gilead Sciences, Inc. (Parent) and its subsidiary Ravens Sub, Inc. (Purchaser) commenced a tender offer on March 6, 2026, to acquire all outstanding shares of Arcellx, Inc. at $115.00 per share in cash, plus one contingent value right (CVR) worth $5.00 per share payable on March 31, 2030, subject to achievement of $6.0 billion in cumulative worldwide sales of Arcellx's anitocabtagene autoleucel (anito-cel) product by December 31, 2029. The offer, which expires on April 2, 2026, is being made pursuant to a Merger Agreement dated February 22, 2026, and will be followed by a short-form merger under Delaware law. The Arcellx Board unanimously recommends that stockholders accept the offer and tender their shares.

## Terms
- Counterparty: Gilead Sciences, Inc. · Consideration: mixed · Price/share: $115

## Key dates
- Announced 2026-03-06 · Expiry 2026-04-02 · Completed 2026-04-28

## Timeline
- 2026-03-06 · SC 14D9 (0001104659-26-024793): SC 14D9 - Arcellx, Inc. — *Arcellx, Inc. is a biopharmaceutical company developing cell therapy products, including anitocabtagene autoleucel (anito-cel), an autologous CAR-T cell therapy for multiple myeloma and other hematologic malignancies, in collaboration with Kite Pharma (a Gilead subsidiary).* Gilead Sciences, Inc. (Parent) and its subsidiary Ravens Sub, Inc. (Purchaser) commenced a tender offer on March 6, 2026, to acquire all outstanding shares of Arcellx, Inc. at $115.00 per share in cash, plus one contingent value right (CVR) worth $5.00 per share payable on March 31, 2030, subject to achievement of $6.0 billion in cumulative worldwide sales of Arcellx's anitocabtagene autoleucel (anito-cel) product by December 31, 2029. The offer, which expires on April 2, 2026, is being made pursuant to a Merger Agreement dated February 22, 2026, and will be followed by a short-form merger under Delaware law. The Arcellx Board unanimously recommends that stockholders accept the offer and tender their shares.
  https://www.sec.gov/Archives/edgar/data/1786205/0001104659-26-024793.txt
- 2026-04-28 · SC 14D9/A (0001104659-26-049892): SC 14D9/A SC 14D9/A
  https://www.sec.gov/Archives/edgar/data/1786205/000110465926049892/tm2612746d6_sc14d9a.htm
- 2026-04-28 · 8-K (0001104659-26-050318): 8-K FORM 8-K
  https://www.sec.gov/Archives/edgar/data/1786205/000110465926050318/tm2612746d7_8k.htm

## Citations
- 0001104659-26-024793 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926024793
- 0001104659-26-049892 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926049892
- 0001104659-26-050318 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926050318