Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on January 3, 2025

Registration No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ARCELLX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		47-2855917
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

800 Bridge Parkway

Redwood City, CA 94065

[phone]

(Address of principal executive offices, including zip code)

2022 Equity Incentive Plan

2022 Employee Stock Purchase Plan

(Full title of the plan)

Rami Elghandour

President, Chief Executive Officer and Chairman of the Board of Directors

Arcellx, Inc.

800 Bridge Parkway

Redwood City, CA 94065

[phone]

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Dan Koeppen		Maryam Abdul-Kareem
Robert L. Wernli Jr.		General Counsel
Jennifer Fang		Arcellx, Inc.
Wilson Sonsini Goodrich & Rosati, P.C.		800 Bridge Parkway
1301 Avenue of the Americas		Redwood City, CA 94065
40th Floor		[phone]
New York, New York 10019
[phone]

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

Arcellx, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 2,714,041 additional shares of common stock under the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”), pursuant to the provision of the 2022 Plan providing for such automatic increase in the number of shares reserved for issuance, and (ii) 312,500 additional shares of common stock under the Registrant’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), pursuant to the provision of the 2022 ESPP providing for such automatic increase in the number of shares reserved for issuance.

Accordingly, contents of (i) the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on February 7, 2022 (File No. 333-262571) (the “2022 Form S-8”), (ii) the previous Registration Statement on Form S-8 filed by the Registrant with the Commission on January 3, 2023 (File No. 333-269105) (the “2023 Form S-8”) and (iii) the previous Registration Statement on Form S-8 filed by the Registrant with the Commission on January 2, 2024 (File No. 333-276346) (the “2024 Form S-8”, and together with the 2022 Form S-8 and 2023 Form S-8, the “Previous Forms S-8”), including the information incorporated by reference therein and the periodic reports filed after the Previous Forms S-8 to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8 (the “Registration Statement”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

 

(1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 28, 2024;

 

(2)

All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (1) above; and

 

(3)

The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on February 1, 2022 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be

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incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8.

Exhibits.

 

Exhibit Number

Exhibit Description

Form

File Number

Exhibit Number

Filing Date

Filed Herewith

4.1

Specimen Common Stock Certificate

S-1/A

333-262191

4.2

1/31/22

5.1

Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

X

23.1

Consent of Independent Registered Public Accounting Firm

X

23.2

Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)

X

24.1

Power of Attorney

X

99.1

2022 Equity Incentive Plan and forms of agreements thereunder

S-1/A

333-262191

10.3

1/31/22

99.2

Amended and Restated 2022 Employee Stock Purchase Plan

10-Q

001-41259

10.1

11/14/22

107.1

Filing Fee Table

X

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, California, on January 3, 2025.

 

ARCELLX, INC.
By:		/s/ Rami Elghandour
		Rami Elghandour
		President, Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Rami Elghandour		President, Chief Executive Officer and Chairman		January 3, 2025
Rami Elghandour		(Principal Executive Officer)
/s/ Michelle Gilson		Chief Financial Officer		January 3, 2025
Michelle Gilson		(Principal Financial and Accounting Officer)
*		Director		January 3, 2025
Ali Behbahani
*		Director		January 3, 2025
Jill Carroll
*		Director		January 3, 2025
David Lubner
*		Director		January 3, 2025
Kavita Patel
*		Director		January 3, 2025
Olivia Ware
*		Director		January 3, 2025
Derek Yoon

 

*By:		/s/ Maryam Abdul-Kareem
		Maryam Abdul-Kareem
		Attorney-in-Fact

Exhibit 5.1

 

		Wilson Sonsini Goodrich & Rosati Professional Corporation   650 Page Mill Road Palo Alto, California 94304-1050   O: 650.493.9300 F: 866.974.7329

January 3, 2025

Arcellx, Inc.

800 Bridge Parkway

Redwood City, CA 94065

 

Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Arcellx, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 3,026,541 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), consisting of (i) 2,714,041 shares of Common Stock reserved for future issuance under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), and (ii) 312,500 shares of Common Stock reserved for issuance under the Company’s Amended and Restated 2022 Employee Stock Purchase Plan. As the Company’s legal counsel, we have reviewed the actions proposed to be taken by the Company in connection with the issuance and sale of the Shares to be issued under such plans (which plans are referred to herein as the “Plans”).

It is our opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

 

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 

 

AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO

SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8), dated January 3, 2025, pertaining to the 2022 Equity Incentive Plan and the 2022 Employee Stock Purchase Plan of Arcellx, Inc. of our reports dated February 28, 2024, with respect to the consolidated financial statements of Arcellx, Inc. and the effectiveness of internal control over financial reporting of Arcellx, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tysons, Virginia

January 3, 2025

Exhibit 24.1

POWER OF ATTORNEY – ARCELLX, INC DIRECTORS

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of ARCELLX, INC., a Delaware corporation (the “Company”), hereby nominates and appoints RAMI ELGHANDOUR, MICHELLE GILSON and MARYAM ABDUL-KAREEM, and each of them acting or signing singly, as such director’s agents and attorneys-in-fact, in his or her respective name and in the capacity or capacities indicated below, to execute and/or file, with all exhibits thereto, and other documents filed in connection therewith or constituting a part thereof:

(1) a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration under the Securities Act of additional shares of Common Stock of the Company (“Common Stock”) that may be issued, effective as of January 1, 2025, pursuant to (i) Section 3(b) of the Arcellx, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), and (ii) Section 13(a) of the Arcellx, Inc. 2022 Employee Stock Purchase Plan (as amended and restated September 27, 2022) (the “2022 ESPP”); and

(2) any one or more amendments to any part of the foregoing registration statement, including any post-effective amendments, or appendices or supplements that may be required to be filed under the Securities Act to keep such registration statement effective or to terminate its effectiveness.

Section 3(b) of the 2022 Plan provides that the maximum aggregate number of shares of Common Stock that may be issued under the 2022 Plan will be increased on January 1, 2025, by a number of shares of the Company’s Common Stock equal to the lesser of (i) 4,296,875 shares of Common Stock, (ii) five percent (5%) of the total number of shares of all classes of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year, and (iii) a lesser number of shares of Common Stock determined by the Company’s Board of Directors (or a committee thereof).

Section 13(a) of the 2022 ESPP provides that that the total number of shares of Common Stock reserved and available for issuance under the 2022 ESPP will be increased on January 1, 2025, by a number of shares of the Company’s Common Stock equal to the lesser of (i) 312,500 shares of Common Stock, (ii) one percent (1.0%) of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the Company’s Board of Directors (or a committee thereof).

Further, the undersigned do hereby authorize and direct such agents and attorneys-in-fact to take any and all actions and execute and file any and all documents with the Securities and Exchange Commission (the “SEC”) or state regulatory agencies, necessary, proper or convenient in their opinion to comply with the Securities Act and the rules and regulations or orders of the SEC, or state regulatory agencies, adopted or issued pursuant thereto, to the end that the registration statement of the Company shall become effective under the Securities Act and any other applicable law.

Finally, each of the undersigned does hereby ratify, confirm and approve each and every act and document which the said appointment agents and attorneys-in-fact may take, execute or file pursuant thereto with the same force and effect as though such action had been taken or such documents had been executed or filed by the undersigned respectively.

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This Power of Attorney shall remain in full force and effect until revoked or superseded by written notice filed with the SEC.

 

/s/ Ali Behbahani				Date:		December 13, 2024
Ali Behbahani
/s/ Jill Carroll				Date:		December 14, 2024
Jill Carroll
/s/ David Lubner				Date:		December 14, 2024
David Lubner
/s/ Kavita Patel				Date:		December 17, 2024
Kavita Patel
/s/ Olivia Ware				Date:		December 13, 2024
Olivia Ware
/s/ Derek Yoon				Date:		December 13, 2024
Derek Yoon

Exhibit 107

Calculation of Filing Fee Tables

Form

S-8

(Form Type)

Arcellx, Inc.

(Exact name of registrant as specified in its charter)

Table 1 – Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)		Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity		Common Stock, par value $0.001 per  share, reserved  for issuance under the Registrant’s 2022 Equity Incentive Plan		Rule 457(c)  and Rule 457(h)		2,714,041 (2)		$77.36 (4)		$209,958,212.00		$0.00015310		$32,145.00
Equity		Common Stock, par value $0.001 per  share, reserved  for issuance under the Registrant’s Amended and Restated 2022 Employee Stock Purchase Plan		Rule 457(c) and Rule 457(h)		312,500 (3)		$65.79 (5)		$20,559,375.00		$0.00015310		$3,148.00
Total Offering Amounts						3,026,541				$230,517,587.00				$35,293.00
Total Fee Offsets (6)														–
Net Fee Due														$35,293.00

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”) or the Registrant’s Amended and Restated 2022 Employee Stock Purchase Plan (the “2022 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration or conversion of the Registrant’s Common Stock that increases the number of outstanding shares of Common Stock.

(2)	Represents an automatic increase in the number of shares of Common Stock reserved for issuance pursuant to future awards under the 2022 Plan as a result of the annual evergreen increase under the 2022 Plan.

(3)	Represents an automatic increase in the number of shares of Common Stock reserved for issuance pursuant to future awards under the 2022 ESPP as a result of the annual evergreen increase under the 2022 ESPP.

(4)

Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $77.36, which is the average of the high and low prices of shares of Common Stock on The Nasdaq Capital Market (“Nasdaq”) on December 30, 2024 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)).

(5)

Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $65.79, which is 85% of the average of the high and low prices of shares of Common Stock on Nasdaq on December 30, 2024 (such date being within five business days of the date that this Registration Statement was filed with the SEC). Pursuant to the 2022 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the offering period or (ii) the exercise date.

(6)	The Registrant does not have any fee offsets.

Submission	Jan. 03, 2025
Submission [Line Items]
Central Index Key	0001786205
Registrant Name	Arcellx, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings	Jan. 03, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.001 per share
Amount Registered | shares	2,714,041
Proposed Maximum Offering Price per Unit	77.36
Maximum Aggregate Offering Price	$ 209,958,212
Fee Rate	0.01531%
Amount of Registration Fee	$ 32,145
Offering Note	(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”) or the Registrant’s Amended and Restated 2022 Employee Stock Purchase Plan (the “2022 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration or conversion of the Registrant’s Common Stock that increases the number of outstanding shares of Common Stock. (2) Represents an automatic increase in the number of shares of Common Stock reserved for issuance pursuant to future awards under the 2022 Plan as a result of the annual evergreen increase under the 2022 Plan. (4) Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $77.36, which is the average of the high and low prices of shares of Common Stock on The Nasdaq Capital Market (“Nasdaq”) on December 30, 2024 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)).
Offering: 2
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.001 per share
Amount Registered | shares	312,500
Proposed Maximum Offering Price per Unit	65.79
Maximum Aggregate Offering Price	$ 20,559,375
Fee Rate	0.01531%
Amount of Registration Fee	$ 3,148
Offering Note	(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”) or the Registrant’s Amended and Restated 2022 Employee Stock Purchase Plan (the “2022 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration or conversion of the Registrant’s Common Stock that increases the number of outstanding shares of Common Stock. (3) Represents an automatic increase in the number of shares of Common Stock reserved for issuance pursuant to future awards under the 2022 ESPP as a result of the annual evergreen increase under the 2022 ESPP. (5) Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $65.79, which is 85% of the average of the high and low prices of shares of Common Stock on Nasdaq on December 30, 2024 (such date being within five business days of the date that this Registration Statement was filed with the SEC). Pursuant to the 2022 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the offering period or (ii) the exercise date.

Fees Summary	Jan. 03, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 230,517,587
Total Fee Amount	35,293
Total Offset Amount	0
Net Fee	$ 35,293

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