UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 06, 2025
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Arcus Biosciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | | 001-38419 | | 47-3898435 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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)
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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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | 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:
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| 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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 6, 2025, in connection with his departure from Gilead Sciences, Inc. (“Gilead”), Merdad Parsey, M.D., Ph.D., resigned as a member of Arcus Biosciences, Inc.’s (“Arcus”) Board of Directors (the “Board”), effective upon the appointment of Gilead’s new director designee pursuant to the Amended and Restated Investor Rights Agreement dated January 29, 2024 by and between Arcus and Gilead. On February 6, 2025, the Board appointed Dietmar Berger M.D., Ph.D., as a Class II director to fill the vacancy left by Dr. Parsey’s resignation. Dr. Berger joined Gilead in January 2025 as their Chief Medical Officer.
Dr. Berger will not receive any compensation for his service as a member of Arcus’s Board. Arcus expects to enter into its standard form of indemnification agreement with Dr. Berger.
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.
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| ARCUS BIOSCIENCES, INC. |
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| Date: February 6, 2025 | By: | /s/ Terry Rosen, Ph. D. |
| | Terry Rosen, Ph.D. |
| | Chief Executive Officer (Principal Executive Officer) |
