As filed with the Securities and Exchange Commission on February 21, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
Arcus Biosciences, Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
47-3898435
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
3928 Point Eden Way
Hayward, CA 94545
(Address of Principal Executive Offices, Zip Code)
 
ARCUS BIOSCIENCES, INC. 2018 EQUITY INCENTIVE PLAN
ARCUS BIOSCIENCES, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
 
Terry Rosen, Ph.D.
Chief Executive Officer
Arcus Biosciences, Inc.
3928 Point Eden Way
Hayward, CA 94545
(Name and address of agent for service)
(510) 694-6200
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Kenneth L. Guernsey
Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, CA 94111
(415) 693-2000
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer

☒

Accelerated filer
☐
Non-accelerated filer

☐

Smaller reporting company
☐


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 7(a)(2)(B) of the Securities Act ☐.
 



EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed with the U.S. Securities and Exchange Commission (the “SEC”) for the purpose of registering an additional number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same employee benefit plans is effective. Specifically, this Registration Statement is being filed to register (i) 3,020,286 additional shares of common stock of Arcus Biosciences, Inc. (the “Registrant”) for issuance under the Arcus Biosciences, Inc. 2018 Equity Incentive Plan and (ii) 755,071 additional shares of common stock of the Registrant for issuance under the Arcus Biosciences, Inc. 2018 Employee Stock Purchase Plan, in each case, pursuant to the provisions of such plans that provide for automatic annual increases in the number of shares reserved for issuance thereunder. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the Commission on March 16, 2018 (File No. 333-223746), March 5, 2019 (File No. 333-230074), March 5, 2020 (File No. 333-236915), February 25, 2021 (File No. 333-253474), February 23, 2022 (File No. 333-262929), and February 28,2023 (File No. 333-270114) (the "Prior Forms S-8") pursuant to General Instruction E to Form S-8.

PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration Statement the Prior Form S-8 and the following documents previously filed with the SEC:
 
(a)
the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024;
(b)
the Registrant's Current Report on Form 8-K filed with the SEC on January 30, 2024; and

(c)
the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38419), filed with the SEC on March 9, 2018, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 21, 2021.
All other reports and documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. The Registrant is not, however, incorporating any documents or information that the Registrant is deemed to furnish and not file in accordance with SEC rules. Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed incorporated by reference in this Registration Statement modifies or supersedes that statement.



Item 8. Exhibits
 
  
 
  
Incorporated by Reference
 
 
Exhibit
Number
  
Description
  
Form
 
File No.
 
Exhibit
  
Filing
Date
 
Filed
Herewith
  4.1
  
  
10-Q
 
001-38419
 
3.1
  
5/9/2018
 
  4.2
  
  
8-K
 
001-38419
 
3.1
  
5/26/2020
 
  5.1
  
  
  
X
23.1
  
  
  
X
23.2
  
  
  
X
24.1
  
  
  
X
99.1
  
  
S-1/A
 
333-223086
 
10.3
  
3/5/2018
 
99.2
10-K
001-38419
10.362/25/2021
99.310-K
001-38419
10.372/25/2021
99.4
  
  
S-1/A
 
333-223086
 
10.4
  
3/5/2018
 
107
  
  
  
X


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hayward, State of California on this 21st day of February, 2024.
ARCUS BIOSCIENCES, INC.
By:
 
/s/ Terry Rosen
 
Terry Rosen, Ph.D.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Terry Rosen, Ph.D. and Robert C. Goeltz II and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
NameTitleDate
/s/ Terry RosenChief Executive Officer and Director
February 21, 2024
Terry Rosen, Ph.D.(Principal Executive Officer)
/s/ Robert C. Goeltz IIChief Financial Officer
February 21, 2024
Robert C. Goeltz II(Principal Financial Officer)
/s/ Alexander AzoyChief Accounting Officer
February 21, 2024
Alexander Azoy(Principal Accounting Officer)
/s/ Kathryn FalbergDirector
February 21, 2024
Kathryn Falberg
/s/ Linda HigginsDirector
February 21, 2024
Linda Higgins, Ph.D.
/s/ Yasunori KanekoDirector
February 21, 2024
Yasunori Kaneko, M.D.
/s/ David LaceyDirector
February 21, 2024
David Lacey, M.D.
/s/ Nicole LambertDirector
February 21, 2024
Nicole Lambert
/s/ Patrick MachadoDirector
February 21, 2024
Patrick Machado, J.D.
/s/ Johanna MercierDirector
February 21, 2024
Johanna Mercier
/s/ Merdad ParseyDirector
February 21, 2024
Merdad Parsey, M.D., Ph.D.
/s/ Andrew PerlmanDirector
February 21, 2024
Andrew Perlman, M.D., Ph.D.
/s/ Antoni RibasDirector
February 21, 2024
Antoni Ribas, M.D., Ph.D.


Exhibit 107

Calculation of Filing Fee Table
Form S-8
(Form Type)
Arcus Biosciences, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type
Security Class Title
Fee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate

Amount of Registration Fee
Equity
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Arcus Biosciences, Inc. 2018 Equity Incentive Plan
Other(2)
3,020,286 (3)
$15.49 (2)
$46,784,230.14
0.0001476
$6,905.35
Equity
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Arcus Biosciences, Inc. 2018 Employee Stock Purchase Plan
Other(4)
755,071 (5)
$13.17 (4)
$9,944,285.07
0.0001476
$1,467.78
Total Offering Amounts
$56,728,515.21$8,373.13
Total Fees Previously Paid
$0.00
Total Fee Offsets
$0.00
Net Fee Due
$8,373.13
_______________
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the plans set forth herein as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.
(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 13, 2024.
(3)Represents additional shares of common stock available for issuance under the Arcus Biosciences, Inc. 2018 Equity Incentive Plan pursuant to the evergreen provisions of such plan.
(4)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 13, 2024, multiplied by 85%.
(5)Represents additional shares of common stock available for issuance under the Arcus Biosciences, Inc. 2018 Employee Stock Purchase Plan pursuant to the evergreen provisions of such plan.


Exhibit 5.1
image_0a.jpg

Sara Semnani
T: +1 310 883 6467
ssemnani@cooley.com

February 21, 2024
Arcus Biosciences, Inc.
3928 Point Eden Way
Hayward, CA 94545
Ladies and Gentlemen:
We have acted as counsel to Arcus Biosciences, Inc. (the “Company”), a Delaware corporation, in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 3,775,357 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value (“Common Stock”), consisting of (a) 3,020,286 shares of Common Stock issuable pursuant to the Company’s 2018 Equity Incentive Plan (the “2018 EIP”) and (b) 755,071 shares of Common Stock issuable pursuant to the Company’s 2018 Employee Stock Purchase Plan (together with the 2018 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Plans, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
Cooley LLP
By:    /s/ Sara Semnani    
    Sara Semnani

Cooley LLP 1333 2nd Street Suite 400 Santa Monica, CA 90401-4100
t: + 1 310 883 6400 f: +1 310 883 6500 cooley.com


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Arcus Biosciences, Inc. 2018 Equity Incentive Plan and the Arcus Biosciences, Inc. 2018 Employee Stock Purchase Plan of our reports dated February 21, 2024, with respect to the consolidated financial statements of Arcus Biosciences, Inc. and the effectiveness of internal control over financial reporting of Arcus Biosciences, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Mateo, California
February 21, 2024


Arcus Biosciences (NYSE:RCUS)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024 Plus de graphiques de la Bourse Arcus Biosciences
Arcus Biosciences (NYSE:RCUS)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024 Plus de graphiques de la Bourse Arcus Biosciences