UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☐

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a‑12

ARCELLX, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.

 

P.O. BOX 8016, CARY, NC 27512-9903 Arcellx, Inc. Important Notice Regarding the Availability of Proxy Materials Stockholders Meeting to be held on June 13, 2023 For Stockholders of record as of April 14, 2023This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy materials, and to obtain directions to attend the meeting, go to: www.proxydocs.com/ACLX To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. For a convenient way to view proxy materials and VOTE go to www.proxydocs.com/ACLX Have the 12 digit control number located in the shaded box above available when you access the website and follow the instructions. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year's meeting, you must make this request on or before June 02, 2023 To order paper materials, use one of the following methods. INTERNET www.investorelections.com/ACLX TELEPHONE (866) 648-8133 * E-MAIL paper@investorelections.comWhen requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box above. * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material. Arcellx, Inc. Meeting Type: Date: Time: Place: Annual Meeting of Stockholders Tuesday, June 13, 2023 1:00 PM, Eastern Time Annual Meeting to be held live via the Internet - please visit www.proxydocs.com/ACLX for more details You must register to attend the meeting online and/or participate at www.proxydocs.com/ACLX SEE REVERSE FOR FULL AGENDA

 

Arcellx, Inc. Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ALL THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 PROPOSAL 1. To elect two Class I directors to hold office until our 2026 annual meeting of stockholders and until their respective successors are elected and qualified. 1.01 Ali Behbahani, M.D 1.02 Derek Yoon 2. To amend the Company's certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation. 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. Note: In their discretion, the proxies are authorized to vote upon such other business that may properly come before the annual meeting or any adjournments or postponements thereof.