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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on May 27, 2020, Arcus Biosciences, Inc. (the “Company”) entered into an Investor Rights Agreement (the “Rights Agreement”) with Gilead Science, Inc. (“Gilead”), pursuant to which, among other things, Gilead became subject to a two-year lockup requiring Gilead not to sell shares of the Company’s common stock during this period (subject to limited exceptions). On October 11, 2022, the Company and Gilead entered into Amendment No. 1 to Investor Rights Agreement (the “IRA Amendment”). Pursuant to the IRA Amendment, the Company and Gilead have, among other things, extended the lock-up restrictions set forth in the Rights Agreement for another year until July 13, 2023.
The foregoing description of the IRA Amendment is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein in its entirety by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Investor Rights Agreement, dated October 11, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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.
| Date: October 11, 2022 | ARCUS BIOSCIENCES, INC. | |||||
| By: | /s/ Terry Rosen, Ph.D. | |||||
| Terry Rosen, Ph. D. | ||||||
| Chief Executive Officer | ||||||
