Arcellx Inc 2025年季度报告

ARCELLX, INC. (Exact Name of Registrant as Specified in its Charter) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐ Large accelerated filer☒Non-accelerated filer☐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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 2, 2025, the registranthad55,106,703shares of common stock, $0.001 par value per share, outstanding. Table of Contents PagePART I.FINANCIAL INFORMATION5Item 1.Financial Statements (Unaudited)5Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 20245Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months EndedMarch 31, 2025 and 20246Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025and 20247Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 20248Notes to Condensed Consolidated Financial Statements9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3.Quantitative and Qualitative Disclosures About Market Risk23Item 4.Controls and Procedures23PART II.OTHER INFORMATION24Item 1.Legal Proceedings24Item 1A.Risk Factors25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds85Item 3.Defaults Upon Senior Securities85Item 4.Mine Safety Disclosures85Item 5.Other Information85Item 6.Exhibits86Signatures87 “Arcellx,” “we,” “us,” “our,” or “the Company” as used in this Quarterly Report on Form 10-Q refer to Arcellx, Inc. and, whereappropriate, our subsidiary, Subdomain, LLC. Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q (Quarterly Report) contains express or implied forward-looking statements which aremade pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the Securities Act), andSection 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), that are based on our management’s beliefand assumptions and on information currently available to our management. Although we believe that the expectations reflected inthese forward-looking statements are reasonable, these statements relate to future events or our future operational or financialperformance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results,performance, or achievements to be materially different from any future results, performance, or achievements expressed orimplied by these forward-looking statements. Forward-looking statements in this Quarterly Report include, but are not limited to,statements about: •the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other favorable results;•our plans relating to the clinical development of our product candidates, including the disease areas to be evaluated;•the timing, progress, and results of preclinical studies and clinical trials for our programs and product candidates,including statements regarding the timing of initiation and completion of studies or trials and related preparatory work,the period during which the results of the trials will become available, and our research and development programs;•our ability to recruit and enroll suitable patients in our clinical trials;•our ability to take advantage of expedited regulatory pathways for our product candidates;•our plans relating to commercializing our product candidates, if approved, including the geographic areas of focus andsales strategy;•our ability to maintain our collaborative relationship with Kite Pharma, Inc., a Gilead company (Kite), in connection withthe development, manufacturing and commerc