13D Filings
Arcellx, Inc.
ACLX
Amendment
Ownership

6.80%

Total Shares

3,745,262

Issuer CIK

1786205

CUSIP

03940C100

Event Date

May 7, 2025

Accepted

May 12, 2025, 04:15 PM

Reporting Persons (8)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
New Enterprise Associates 15, L.P.
Partnership
6.80%3,745,26203,745,262
NEA Partners 15, L.P.
Partnership
6.80%3,745,26203,745,262
NEA 15 GP, LLC
Other
6.80%3,745,26203,745,262
Forest Baskett
Individual
6.80%3,745,26203,745,262
Anthony A. Florence, Jr.
Individual
6.80%3,745,26203,745,262
Mohamad H. Makhzoumi
Individual
6.80%3,745,26203,745,262
Scott D. Sandell
Individual
6.80%3,745,26203,745,262
Peter W. Sonsini
Individual
0.00%000
Disclosure Items (7)

Security Title

Common Stock $0.001 par value per share

Issuer Name

Arcellx, Inc.

Issuer Address

800 Bridge Parkway, Redwood City, CA, 94065

Filing Persons

New Enterprise Associates 15, L.P. ("NEA 15"), NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; and NEA 15 GP, LLC ("NEA 15 LLC" and, together with NEA Partners 15, the "Control Entities"), which is the sole general partner of NEA Partners 15; and Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi") and Scott D. Sandell ("Sandell") (together, the "Managers"), and Peter W. Sonsini ("Sonsini"). The Managers are the managers of NEA 15 LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."

Business Address

The address of the principal business office of NEA 15, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.

Principal Occupation

The principal business of NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities and a number of affiliated partnerships with similar businesses.

Convictions

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Citizenship

NEA 15 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.

Not applicable.

Not applicable.

Percentage of Class

NEA 15 is the record owner of the NEA 15 Shares. As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the NEA 15 Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the NEA 15 Shares. Each Reporting Person disclaims beneficial ownership of the NEA 15 Shares other than those shares which such person owns of record. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 55,106,703 shares of Common Stock reported by the Issuer to be outstanding as of May 2, 2025, on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.

Number of Shares

Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.

Transactions

None of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

Shareholders

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.

Date of 5% Ownership

Sonsini has ceased to beneficially own five percent (5%) or more of the Issuer's Common Stock as a result of ceasing to be a manager of NEA 15 LLC.

Not applicable.

Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

Arcellx, Inc. — Schedule 13D | 13D Filings