UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Lewis T. Williams from Board of Directors
On May 13, 2022, Lewis T. Williams notified us that he intended to resign from the board of directors (the “Board”) of Arcellx, Inc. (the “Company”) and from the Board committees on which he serves. The effective date of his resignation is May 16, 2022. There were no disagreements between us and Dr. Williams on any matter relating to our operations, policies or practices.
Change in Board Size
On May 15, 2022, the Board decreased the number of its authorized directors from nine to seven.
Appointment of Olivia Ware to Board of Directors
On May 15, 2022 the Board appointed Olivia Ware to fill the vacancy on the Board, effective May 16, 2022, as a Class II director for a term that will expire at the annual meeting of stockholders to be held in 2024, subject to her earlier resignation, death or removal. Ms. Ware was also appointed at that time to serve on the Corporate Governance and Nominating Committee of the Board.
Ms. Ware has more than 20 years of experience in pharmaceutical drug development, commercialization andhealthcare management. From November 2019 to March 2021, Ms. Ware served as the Senior Vice President, BTK Franchise Head at Principia Biopharma Inc., which was acquired by Sanofi S.A. in 2020, where she was responsible for developing overall portfolio strategy for the company’s three BTKi molecules. From 2018 to 2019, Ms. Wareserved as Senior Vice President, U.S. Market and Franchise Development at Proteus Digital Health, Inc. From 2011 to 2018, Ms. Ware worked in a number of public and private biopharma firms as a private consultant. From 2016 to 2017, Ms. Ware was the Chief Commercial Officer at CytRx, Inc. From 1997 to 2010, Ms. Ware worked atGenentech, Inc. in a variety of roles of increasing responsibility in commercial, team leadership and productdevelopment. During her time at Genentech, Ms. Ware played a key role in the launch of several commercial drug products, including Rituxan®, Herceptin®, Avastin® and Lucentis®, and as Head of Oncology Team Leadership was responsible for molecule, disease and platform strategic plans and oncology portfolio management. Ms. Ware has served as a member of the board of Ambrx Biopharma Inc. (Nasdaq: ADR) since April 2021 and RevanceTherapeutics, Inc. (Nasdaq: RVNC) since March 2021. Ms. Ware holds an A.B. in Psychology from DavidsonCollege and an M.B.A. in Finance and Marketing from the University of North Carolina at Chapel Hill.
As a non-employee director, Ms. Ware will be entitled to receive nondiscretionary, automatic grants of stock options and standard annual cash retainers for membership on the Board and the respective committees under the Company’s Outside Director Compensation Policy, as follows: an annual cash retainer of $40,000 for service on the Board; an annual cash retainer of $4,000 for service on the Nominating Committee; an initial award of stock options covering a number of shares of the Company’s common stock (“Options”) having a grant date fair value of $600,000 at the time of grant, which units will vest on an annual basis ratably over three years; and an annual award of Options having a grant date fair value of $300,000 at the time of grant, which award shall vest in full on the earlier of the one-year anniversary of the grant date or the date of the annual meeting next following the grant date.
The Company also entered into a indemnification agreement with Ms. Ware in the same form as its standard form of indemnification agreement with its other directors.
There are no family relationships between Ms. Ware, on the one hand, and any director or executive officer of the Company, on the other hand, and Ms. Ware was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Ms. Ware has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
On May 16, 2022, the Company issued a press release announcing the appointment of Ms. Ware as director. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated May 16, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |
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.
| ARCELLX, INC. | ||
| By: | /s/ Rami Elghandour | |
| Rami Elghandour | ||
| Chief Executive Officer | ||
Date: May 16, 2022
Exhibit 99.1
Arcellx Appoints Olivia Ware to its Board of Directors
— Replaces Lewis T. “Rusty” Williams, M.D. on Board of Directors —
FOSTER CITY, Calif., May 16, 2022 /PRNewswire/ — Arcellx, Inc. (NASDAQ: ACLX), a biotechnology company reimagining cell therapy through the development of innovative immunotherapies for patients with cancer and other incurable diseases, today announced the appointment of Olivia Ware to its Board of Directors. Ms. Ware, a successful executive, brings a wealth of knowledge from her more than 20 years of experience in biotech and pharmaceutical drug development, commercialization, and healthcare management.
“On behalf of our entire Board, I’d like to thank Rusty for his many contributions to Arcellx as both a private and publicly traded biotech company. I’ve personally appreciated Rusty’s leadership and guidance and wish him all the best as he focuses on building his new company,” said Rami Elghandour, Arcellx’s Chairman and Chief Executive Officer. “Olivia’s deep industry and commercialization expertise will be an invaluable addition to the existing depth of experience on our Board. Olivia was an instrumental player for the launch of several of the world’s largest revenue producing oncology drugs, including Rituxan®, Herceptin®, and Avastin®. This experience will allow her to provide strategic guidance as we plan to initiate a Phase 2 pivotal study for our CART-ddBCMA program for the treatment of patients with relapsed or refractory multiple myeloma and focus on delivering our novel cell therapy to patients as quickly as possible. We are excited to welcome someone of Olivia’s caliber to our Board and look forward to her contributions as we advance our novel platform through the clinic and maximize the value of our D-Domain technology.”
“This is an exciting time to join the Arcellx Board. Arcellx’s lead product candidate, CART-ddBCMA has the potential to be a meaningful treatment option for patients diagnosed with multiple myeloma, an incurable disease,” said Olivia Ware. “My passion and track record launching and building blockbuster drug franchises, comes from my dedication to serving the needs of patients, their families and the physicians who treat them. I look forward to serving on the Board and providing my drug development and commercialization expertise as the company continues to progress its lead product candidate and development pipeline in support of its mission of reimagining cell therapy.”
Most recently, Ms. Ware served as Senior Vice President, BTK Franchise at Principia Biopharma which was acquired by Sanofi in 2020. Prior to that, she was the Senior Vice President for commercial activities at Proteus Digital Health, Inc., a marketing and strategy consultant, and Chief Commercial Officer at CytRx Corporation. Ms. Ware served in a variety of roles of increasing responsibility at Genentech in sales and marketing, managed care, and leading global cross-functional teams. She currently serves on the public boards of Revance Therapeutics, Inc. and Ambrx, Inc. Ms. Ware holds an M.B.A. in Finance and Marketing from the University of North Carolina, Chapel Hill, and an A.B. from Davidson College.
Ms. Ware replaces Lewis T. “Rusty” Williams, M.D., co-founder, chairman and chief executive officer of Walking Fish Therapeutics, who has served on Arcellx’s Board of Directors since 2019.
“It has been an amazing opportunity to be part of Arcellx’s growth as it transitioned from a preclinical, private company, to a late-stage publicly traded company,” said Dr. Williams. “I look forward to following Arcellx’s progress as they continue their path toward helping patients.”
About Arcellx, Inc.
Arcellx, Inc. is a clinical-stage biotechnology company reimagining cell therapy by engineering innovative immunotherapies for patients with cancer and other incurable diseases. Arcellx believes that cell therapies are one of the forward pillars of medicine and Arcellx’s mission is to advance humanity by developing cell therapies that are safer, more effective, and more broadly accessible. Arcellx’s lead product candidate, CART-ddBCMA, is being developed for the treatment of relapsed or refractory multiple myeloma (r/r MM) in an ongoing Phase 1 study. CART-ddBCMA has been granted Fast Track, Orphan Drug, and Regenerative Medicine Advanced Therapy designations by the U.S. Food and Drug Administration.
Arcellx is also advancing its dosable and controllable CAR-T therapy, ARC-SparX, through two programs: a Phase 1 study of ACLX-001 for r/r MM, initiated in the second quarter of 2022; and ACLX-002 in relapsed or refractory acute myeloid leukemia and high-risk myelodysplastic syndrome, expected to enter the clinic in the second half of 2022.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this press release that are not purely historical are forward-looking statements, including Arcellx’s expectations regarding the timing of clinical trials for its product candidates and the potential of its product candidates. The forward-looking statements contained herein are based upon Arcellx’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. These forward-looking statements are neither promises nor guarantees and are subject to a variety of risks and uncertainties, including those set forth in Part II, Item 1A (Risk Factors) of Arcellx’s Quarterly Report on Form 10-Q and in other reports that Arcellx may file from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this press release, and Arcellx assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investor Contact:
Myesha Lacy
Arcellx, Inc.
510-418-2412
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Andrea Cohen
Sam Brown Inc.
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