SEC Form 8-K filed by Arcus Biosciences Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On February 18, 2025, Arcus Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Leerink Partners LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the offering, issuance and sale by the Company of 13,636,364 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at an offering price of $11.00 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-270132). A prospectus supplement relating to the offer and sale of the shares was filed with the Securities and Exchange Commission on February 18, 2025. The closing of the offering occurred on February 19, 2025.
The Company estimates the net proceeds from the offering will be approximately $141.6 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering to fund ongoing research and development activities, including the clinical development of casdatifan, manufacturing-related costs and other general corporate purposes, including working capital and operating expenses.
The Underwriting Agreement contains customary representations, warranties and agreements 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 foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the shares of Common Stock to be offered and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated February 18, 2025, by and among the Company and Goldman Sachs & Co. LLC and Leerink Partners LLC, as representatives of the several underwriters named therein. | |
| 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: February 19, 2025 | By: | /s/ Terry Rosen, Ph. D. | ||||
| Terry Rosen, Ph.D. | ||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||