As filed with the Securities and Exchange Commission on February 25, 2025
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:
Mark V. Roeder
John C. Williams
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
(650) 328-4600
(650) 328-4600
 
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) 3,570,000 additional shares of common stock of Arcus Biosciences, Inc. (the “Registrant”) for issuance under the Arcus Biosciences, Inc. 2018 Equity Incentive Plan and (ii) 922,017 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), February 28, 2023 (File No. 333-270114) and February 21, 2024 (File No. 333-277219) (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, 2024, filed with the SEC on February 25, 2025;
(b)
the Registrant's Current Report on Form 8-K filed with the SEC on January 21, 2024, February 6, 2025, February 18, 2025 and February 19, 2025; 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 25th day of February, 2025.
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 25, 2025
Terry Rosen, Ph.D.(Principal Executive Officer)
/s/ Robert C. Goeltz IIChief Financial Officer
February 25, 2025
Robert C. Goeltz II(Principal Financial Officer)
/s/ Alexander AzoyChief Accounting Officer
February 25, 2025
Alexander Azoy(Principal Accounting Officer)
/s/ Dietmar BergerDirector
February 25, 2025
Dietmar Berger, M.D., Ph.D.
/s/ Kathryn FalbergDirector
February 25, 2025
Kathryn Falberg
/s/ Linda HigginsDirector
February 25, 2025
Linda Higgins, Ph.D.
/s/ Yasunori KanekoDirector
February 25, 2025
Yasunori Kaneko, M.D.
/s/ David LaceyDirector
February 25, 2025
David Lacey, M.D.
/s/ Nicole LambertDirector
February 25, 2025
Nicole Lambert
/s/ Patrick MachadoDirector
February 25, 2025
Patrick Machado, J.D.
/s/ Johanna MercierDirector
February 25, 2025
Johanna Mercier
/s/ Andrew PerlmanDirector
February 25, 2025
Andrew Perlman, M.D., Ph.D.
/s/ Antoni RibasDirector
February 25, 2025
Antoni Ribas, M.D., Ph.D.

0001724521S-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure00017245212025-02-252025-02-25000172452112025-02-252025-02-25000172452122025-02-252025-02-25

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)
3,570,000 (3)
$11.315 (2)
$40,394,550.00
0.0001531
$6,184.41
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)
922,017 (5)
$9.620 (4)
$8,869,803.54
0.0001531
$1,357.97
Total Offering Amounts
$49,264,353.54$7,542.37
Total Fees Previously Paid
$0.00
Total Fee Offsets
$0.00
Net Fee Due
$7,542.37
_______________
(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 19, 2025.
(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 19, 2025, 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


505 Montgomery Street, Suite 2000
San Francisco, California 94111-6538
Tel: +1.415.391.0600 Fax: +1.415.395.8095
www.lw.com
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image_0a.jpg




February 25, 2025



Arcus Biosciences, Inc.
3928 Point Eden Way
Hayward, CA 94545

Re:    Registration Statement on Form S-8 with respect to
    4,492,017 shares of common stock, par value $0.0001 per share

To the addressee set forth above:
We have acted as special counsel to Arcus Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 4,492,017 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), issuable pursuant to the Arcus Biosciences, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”) and the Arcus Biosciences, Inc. 2018 Employee Stock Purchase Plan (together with the Equity Incentive Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2025 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients, and have been issued by

February 25, 2025
Page 2
image_0a.jpg
the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing 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 Act or the rules and regulations of the Commission thereunder.
Sincerely,

/s/ Latham & Watkins LLP


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 25, 2025, 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, 2024, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Mateo, California
February 25, 2025


v3.25.0.1
Submission
Feb. 25, 2025
Submission [Line Items]  
Central Index Key 0001724521
Registrant Name Arcus Biosciences, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 25, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Arcus Biosciences, Inc. 2018 Equity Incentive Plan
Amount Registered | shares 3,570,000
Proposed Maximum Offering Price per Unit 11.315
Maximum Aggregate Offering Price $ 40,394,550
Fee Rate 0.01531%
Amount of Registration Fee $ 6,184.41
Offering Note 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.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 19, 2025.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.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Arcus Biosciences, Inc. 2018 Employee Stock Purchase Plan
Amount Registered | shares 922,017
Proposed Maximum Offering Price per Unit 9.62
Maximum Aggregate Offering Price $ 8,869,803.54
Amount of Registration Fee $ 1,357.97
Offering Note 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.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 19, 2025, multiplied by 85%.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.
v3.25.0.1
Fees Summary
Feb. 25, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 49,264,353.54
Previously Paid Amount 0.00
Total Fee Amount 7,542.37
Total Offset Amount 0.00
Net Fee $ 7,542.37
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