UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 11, 2022
Arcus Biosciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38419 | 47-3898435 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3928 Point Eden Way | ||||
| Hayward, California | 94545 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (510) 694-6200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, Par Value $0.0001 Per Share | RCUS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on May 27, 2020, Arcus Biosciences, Inc. (the “Company”) entered into an Investor Rights Agreement (the “Rights Agreement”) with Gilead Science, Inc. (“Gilead”), pursuant to which, among other things, Gilead became subject to a two-year lockup requiring Gilead not to sell shares of the Company’s common stock during this period (subject to limited exceptions). On October 11, 2022, the Company and Gilead entered into Amendment No. 1 to Investor Rights Agreement (the “IRA Amendment”). Pursuant to the IRA Amendment, the Company and Gilead have, among other things, extended the lock-up restrictions set forth in the Rights Agreement for another year until July 13, 2023.
The foregoing description of the IRA Amendment is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein in its entirety by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Investor Rights Agreement, dated October 11, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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.
| Date: October 11, 2022 | ARCUS BIOSCIENCES, INC. | |||||
| By: | /s/ Terry Rosen, Ph.D. | |||||
| Terry Rosen, Ph. D. | ||||||
| Chief Executive Officer | ||||||
Exhibit 10.1
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 (the “Amendment”) to the Investor Rights Agreement dated May 27, 2020 (“Agreement”), is entered into as of October 11, 2022 (the “Amendment Execution Date”), by and between Arcus Biosciences, Inc. (“Arcus”) and Gilead Sciences, Inc. (“Gilead”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement to the extent defined therein.
WHEREAS, Gilead and Arcus desire to amend the terms of the lockup;
NOW, THEREFORE, in consideration of the mutual promises and assurances contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
| 1. | Section 4.1(a) is hereby amended and restated in its entirety to read: “(a) the third anniversary of the Closing Date.” |
| 2. | The first sentence of Section 6.1.1 is hereby amended and restated in its entirety to read: “On or before October 31, 2022 (the “Filing Date”), the Company shall file a registration statement covering the resale of the Registrable Securities with the Commission for an offering to be made on a continuous basis pursuant to Commission Rule 415, or if Commission Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as Gilead may reasonably specify (the “Initial Registration Statement”).” |
| 3. | Except as provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. |
| 4. | This Amendment may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Amendment may be executed by facsimile, PDF or electronic signatures, which signatures shall have the same force and effect as original signatures. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Execution Date.
| ARCUS BIOSCIENCES, INC. | GILEAD SCIENCES, INC. | |||||||
| By: | /s/ Terry Rosen | By: | /s/ Andrew Dickinson | |||||
| Name: Terry Rosen | Name: Andrew Dickinson | |||||||
| Title: Chief Executive Officer | Title: Chief Financial Officer | |||||||
Signature Page to Amendment No. 1 to Investor Rights Agreement