false 0001724521 0001724521 2025-10-30 2025-10-30
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 30, 2025
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. ☐
On October 30, 2025, Arcus Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering, issuance and sale of 13,700,000 shares of the Company’s common stock (“Common Stock”), at the public offering price of $18.25 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 2,055,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions (the “Underwriters’ Option”). The Underwriters agreed to purchase the shares of Common Stock from the Company at a price of $17.155 per share.
On November 3, 2025, the Offering closed and the Company completed the sale and issuance of an aggregate of 15,755,000 shares of Common Stock, including the exercise in full of the Underwriters’ Option. The Company received net proceeds of approximately $269.7 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The offering is being made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-270132) and an accompanying prospectus previously filed with the Securities and Exchange Commission, and a preliminary and final prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the securities in the offering is attached as Exhibit 5.1 hereto.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
|
|
| Exhibit
No. |
|
Description |
|
|
| 1.1 |
|
Underwriting Agreement, dated as of October 30, 2025, by and among Arcus Biosciences, Inc., Leerink Partners LLC and Goldman Sachs & Co. LLC. |
|
|
| 5.1 |
|
Opinion of Latham & Watkins LLP. |
|
|
| 23.1 |
|
Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
|
|
| 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 thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
ARCUS BIOSCIENCES, INC. |
|
|
|
|
| Date: November 3, 2025 |
|
|
|
By: |
|
/s/ Terry Rosen, Ph. D. |
|
|
|
|
|
|
Terry Rosen, Ph.D. |
|
|
|
|
|
|
Chief Executive Officer (Principal Executive Officer) |
