SCHEDULE 13D/A: New Enterprise Associates Updates Arcellx Stake, Ownership Percentage Diluted to 6.8%
Amendment to Statement of Beneficial Ownership
New Enterprise Associates (NEA) has filed an Amendment No. 3 to its Schedule 13D for Arcellx, Inc., disclosing a decrease in its beneficial ownership percentage to 6.8% due to an increase in Arcellx's outstanding common stock.
Summary
- New Enterprise Associates (NEA) and its affiliated entities (NEA 15, NEA Partners 15, NEA 15 GP, LLC), along with several managing partners (Forest Baskett, Anthony A. Florence, Jr., Mohamad H. Makhzoumi, Scott D. Sandell), filed Amendment No. 3 to their Schedule 13D concerning their beneficial ownership of Arcellx, Inc. Common Stock.
- The filing reports a decrease in their aggregate beneficial ownership percentage to 6.8% of Arcellx's Common Stock.
- This reduction in percentage is attributed to an increase in the total number of Arcellx's Common Stock outstanding, which was reported as 55,106,703 shares as of May 2, 2025.
- The reporting persons collectively beneficially own 3,745,262 shares of Arcellx, Inc. Common Stock.
- Peter W. Sonsini is no longer a reporting person as he ceased to be a manager of NEA 15 LLC and no longer meets the 5% beneficial ownership threshold for Arcellx's Common Stock.
- No transactions in Arcellx Common Stock were effected by the reporting persons during the last 60 days.
Sentiment
Score: 5
Explanation: The document is a routine ownership disclosure (Schedule 13D/A) reporting a change in percentage due to share dilution, not a reflection of company performance or strategic shift by the reporting entity.
Positives
- New Enterprise Associates, a prominent venture capital firm, continues to hold a significant 6.8% stake in Arcellx, Inc., indicating ongoing investment and potential confidence in the company.
Negatives
- The decrease in NEA's beneficial ownership percentage is a direct result of an increase in Arcellx's outstanding shares, which implies dilution for all existing shareholders.
Risks
- Dilution of existing shareholder value due to an increase in the number of outstanding common shares of Arcellx, Inc.
Future Outlook
N/A
Industry Context
N/A
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Manager of NEA 15 LLC | Peter W. Sonsini | N/A | N/A | Ceased to be a manager of NEA 15 LLC, resulting in him no longer beneficially owning 5% or more of the Issuer's Common Stock. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Agreement for Joint Filing | Agreement among reporting persons to file a single Schedule 13D statement for their joint ownership. | May 12, 2025 | Streamlines reporting requirements for the group of beneficial owners. |
| Power of Attorney | Authorization for Zachary Bambach, Nicole Hatcher, and Stephanie Brecher to sign and file SEC documents on behalf of the undersigned individuals. | February 29, 2024 | Facilitates efficient and timely SEC filings for the reporting persons. |
Legal Proceedings
- None of the Reporting Persons have been convicted in a criminal proceeding or 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 during the past five years.
Stakeholder Impact
- Shareholders of Arcellx, Inc. experienced dilution of their ownership percentage due to an increase in the total number of outstanding common shares.
Key Dates
| Date | Description |
|---|---|
| February 17, 2022 | Original Schedule 13D filed. |
| January 24, 2023 | Amendment No. 1 to Schedule 13D filed. |
| June 23, 2023 | Amendment No. 2 to Schedule 13D filed. |
| February 29, 2024 | Power of Attorney signed by various individuals, including reporting persons. |
| May 2, 2025 | Arcellx, Inc. reported 55,106,703 shares of Common Stock outstanding in its Form 10-Q. |
| May 8, 2025 | Date of event requiring the filing of this statement (also date of Issuer's Form 10-Q filing). |
| May 12, 2025 | Agreement regarding joint Schedule 13D filing executed and the Amendment No. 3 filed. |
Keywords
Arcellx Inc., New Enterprise Associates, NEA, Schedule 13D, beneficial ownership, common stock, dilution, SEC filing, investment, venture capital, corporate governance
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