Arcellx Furnishes Acquisition Details by Gilead, FDA BLA Acceptance
Summary
Gilead Sciences, Inc. entered into an Agreement and Plan of Merger on February 22, 2026, to acquire Arcellx, Inc. for $115 per share in cash at closing and a $5 CVR per share, totaling an implied equity value of $7.8 billion payable at closing (via Ex. 99.1 press release). Concurrently, the FDA accepted the Biologic License Application for Arcellx's anito-cel product candidate. This acquisition grants Gilead full control of anito-cel, aiming to accelerate its development and commercialization.
Why It Matters
This acquisition by Gilead Sciences for an implied equity value of $7.8 billion, including a significant cash component and CVR, represents a material event for Arcellx shareholders. The FDA's acceptance of the BLA for anito-cel, a key product candidate, further underscores the strategic importance of this transaction, giving Gilead full control to advance its development and commercialization.
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Key Quote
“time of the Merger by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent, for (i) $115.00 per Share.”
— From Item 1.01
Filing Details
Reported Items
Additional Information
- CIK Number
- 0000882095
- Filing Date
- Monday, February 23, 2026
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- high
- Sentiment
- positive