Arcellx to receive $200M investment from Gilead for ACLX-001

Arcellx (ACLX) and Kite, a Gilead Company (GILD), announced that the companies have expanded their existing collaboration, which was originally announced in December 2022. Kite has exercised its option to negotiate a license for Arcellx’s ARC-SparX program, ACLX-001, in multiple myeloma, which is comprised of ARC-T cells and SparX proteins that target BCMA. The companies have also expanded the scope of the collaboration for Arcellx’s CART-ddBCMA to include lymphomas. Upon closing, Arcellx will receive a $200M equity investment to purchase 3,242,542 shares of its common stock, which is expected to extend the company’s cash runway into 2027. Following this investment, Gilead’s estimated ownership will be 13%. Arcellx will also receive an upfront non-dilutive cash payment of $85M at closing and will be eligible for potential milestone payments, including the advancement of lymphoma and the license for ARC-SparX, as well as additional milestones, to offset prespecified development costs over a limited period of time. The transaction is expected to close around year-end 2023. Closing of the transaction is subject to expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act and other customary conditions. Beginning in the first quarter of 2022, consistent with recent industry communications from the U.S. Securities and Exchange Commission, or SEC, Gilead no longer excludes acquired IPR&D expenses from its non-GAAP financial measures. Assuming the transaction closes by year-end 2023, the company expects the transaction to reduce Gilead’s GAAP and non-GAAP EPS by approximately 9c-11c per share.