Item 8.01 Other Events.

On January 30, 2023, Arcellx, Inc. ("Arcellx") issued a press release announcing the closing of the Collaboration and License Agreement (the "Collaboration Agreement") with Kite Pharma, Inc., a Gilead Company ("Kite Pharma"), as previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 9, 2022. The closing occurred following the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. A copy of the press release is attached hereto as Exhibit 99.1.

In connection with the consummation of the Collaboration Agreement, on January 26, 2023, Arcellx closed the previously announced sale of 3,478,261 shares of Arcellx's common stock (the "Shares") to Gilead Sciences, Inc. ("Gilead") for an aggregate purchase price of approximately $100 million. The Shares were issued pursuant to a common stock purchase agreement between Arcellx and Gilead dated December 8, 2022, as previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on December 9, 2022.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.     Description

99.1        Press Release dated January 30, 2023.

104       Cover Page Interactive Data File (formatted as Inline XBRL)

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