8-K

ARCELLX, INC.

Date: May 28, 2025

/s/ Rami Elghandour

Rami Elghandour

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 28, 2025

Arcellx, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41259

47-2855917

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

800 Bridge Parkway

Redwood City, CA 94065

(Address of principal executive offices, including zip code)

(240) 327-0630

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

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

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Securities registered pursuant to Section 12(b) of the Act:

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

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

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.

SEC Form 8-K filed by Arcellx Inc.