Amendment: SEC Form SCHEDULE 13D/A filed by Arcus Biosciences Inc.
$RCUS
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Arcus Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
03969F109 (CUSIP Number) |
Gilead Sciences, Inc. 333 Lakeside Drive, Foster City, CA, 94404 650-574-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 03969F109 |
| 1 |
Name of reporting person
GILEAD SCIENCES, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
31,424,760.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
29.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The number of shares reported in rows 7, 9, and 11 consists of (i) 2,200,000 shares of the common stock, par value $0.0001 per share (the "Common Stock"), of Arcus Biosciences, Inc. (the "Issuer") purchased in the 2020 Public Offering, (ii) the initial purchase of 5,963,029 shares of Common Stock pursuant to the Purchase Agreement, (iii) the subsequent purchase of 5,650,000 shares of Common Stock pursuant to the Amended and Restated Purchase Agreement, (iv) the subsequent purchase of 1,010,000 shares of Common Stock pursuant to the Second Amended and Restated Purchase Agreement, (v) the subsequent purchase of 15,238,095 shares of Common Stock of the Issuer pursuant to the Third Amended and Restated Purchase Agreement, and (vi) the subsequent purchase of 1,363,636 shares of Common Stock pursuant to the Public Offering.
The percent reported in row 13 is calculated based upon 105,885,138 shares of Common Stock issued and outstanding as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on May 6, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 | |
| (b) | Name of Issuer:
Arcus Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3928 Point Eden Way, Hayward,
CALIFORNIA
, 94545. | |
Item 1 Comment:
This Amendment No. 5 (the "Amendment") amends the initial Schedule 13D filed by the Reporting Person on July 17, 2020, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Person on February 2, 2021, Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Person on July 6, 2023, Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Person on January 31, 2024, and Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Person on March 5, 2025 (the "Original Schedule 13D," and as amended by Amendment No. 5, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
On July 13, 2025, the Reporting Person's option to purchase additional shares from the Issuer, up to a maximum of 35% of the Issuer's then-outstanding Common Stock, expired. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On July 13, 2025, the Reporting Person's option to purchase additional shares from the Issuer, up to a maximum of 35% of the Issuer's then-outstanding Common Stock, expired. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows:
Number of shares of Common Stock beneficially owned:
Gilead - 31,424,760 shares
Jeffrey A. Bluestone - 7,156 shares
Percent of class:
Gilead - 29.7%
Jeffrey A. Bluestone - 0.01%
The number of shares of Common Stock beneficially owned by Gilead consists of (i) 2,200,000 shares of Common Stock purchased in the 2020 Public Offering, (ii) the initial purchase of 5,963,029 shares of Common Stock pursuant to the Purchase Agreement, (iii) the subsequent purchase of 5,650,000 shares of Common Stock pursuant to the Amended and Restated Purchase Agreement, (iv) the subsequent purchase of 1,010,000 shares of Common Stock pursuant to the Second Amended and Restated Purchase Agreement, (v) the subsequent purchase of 15,238,095 shares of Common Stock pursuant to the Third Amended and Restated Purchase Agreement, and (vi) the subsequent purchase of 1,363,636 shares of Common Stock pursuant to the Public Offering. The number of shares of Common Stock beneficially owned by Mr. Bluestone consists of options to purchase 7,156 shares of Common Stock exercisable within 60 days.
The percentage ownership for Gilead was calculated based upon 105,885,138 shares of common stock of the Issuer issued and outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 6, 2025. The percentage ownership for Mr. Bluestone was calculated based upon 105,892,294 shares of Common Stock issued and outstanding, based on 105,885,138 shares of Common Stock issued and outstanding and assuming the immediate exercise in full by Mr. Bluestone of his options.
To the best knowledge of the Reporting Person, none of the individuals listed on Schedule I beneficially owns any of the Issuer's Common Stock, except Mr. Bluestone, who has received options to purchase shares of Common Stock in partial payment for his service on the Issuer's Scientific Advisory Board. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated to read as follows:
Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Gilead - 31,424,760 shares
Jeffrey A. Bluestone - 7,156 shares
(ii) Shared power to vote or to direct the vote:
Gilead - 0 shares
Jeffrey A. Bluestone - 0 shares
(iii) Sole power to dispose or to direct the disposition of:
Gilead - 31,424,760 shares
Jeffrey A. Bluestone - 7,156 shares
(iv) Shared power to dispose or to direct the disposition of:
Gilead - 0 shares
Jeffrey A. Bluestone - 0 shares | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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