ARCELLX, INC. Item 1.01. Entry into a Material Definitive Agreement
On
The offer and sale of the Shares will be made pursuant a shelf registration
statement on Form S-3ASR and the prospectus contained therein, which the Company
filed with the
The Company is not obligated to sell any Shares pursuant to the Agreement. Subject to the terms and conditions of the Agreement, Stifel has agreed to use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell Shares from time to time in accordance with the Company's instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.
Under the Agreement, Stifel may sell Shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, and the rules and regulations thereunder, including by ordinary brokers' transactions through the facilities of The Nasdaq Global Select Market ("Nasdaq") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, in block transactions or as otherwise permitted by law. Subject to the terms and conditions of the Agreement, the Company may also from time to time sell Shares to Stifel.
The Agreement may be terminated for any reason, at any time, by either the Company or Stifel upon the giving of written notice to the other party.
The Company has agreed to pay Stifel a commission of up to 3.0% of the gross proceeds from the sales of Shares pursuant to the Agreement and has agreed to provide Stifel with customary indemnification and contribution rights. The Company will also reimburse Stifel for certain specified expenses in connection with entering into the Agreement. The Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.
The foregoing summary of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement, a copy
of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The Agreement contains representations and warranties that the parties made to,
and solely for the benefit of, the other in the context of all of the terms and
conditions of the Agreement and in the context of the specific relationship
between the parties. The provisions of the Agreement, including the
representations and warranties contained therein, are not for the benefit of any
party other than the parties to the Agreement and are not intended as a document
for investors and the public to obtain factual information about the Company's
current state of affairs. Rather, investors and the public should look to other
disclosures contained in the Company's filings with the
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 At-The-Market Equity Offering Sales Agreement by and between the
Company and Stifel, dated May 8, 2023 (incorporated by reference to
Exhibit 1.2 to the Company's Registration Statement on
Form S-3ASR filed with the Securities and Exchange Commission on
May 8, 2023 ).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
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