UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2021

ARCUS BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)

3928 Point Eden Way

Hayward, CA 94545

(Address of principal executive offices)

Registrant’s telephone number, including area code: (510) 694-6200

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

Amended and Restated Common Stock Purchase Agreement

On January 31, 2021, Arcus Biosciences, Inc. (“Arcus”) and Gilead Sciences, Inc. (“Gilead”) entered into an Amended and Restated Common Stock Purchase Agreement (the “A&R Purchase Agreement”), which amends and restates in its entirety the Common Stock Purchase Agreement entered into between Arcus and Gilead on May 27, 2020 (the “Original Purchase Agreement”).  Pursuant to the A&R Purchase Agreement, Gilead will purchase from Arcus 5,650,000 shares of Arcus common stock at a purchase price of $39.00 per share, subject to customary closing conditions.  All other terms of the Original Purchase Agreement, including Gilead’s option to purchase additional shares from Arcus, up to a maximum of 35% of Arcus’s then-outstanding common stock, from time to time until July 13, 2025, remain unchanged.

The foregoing is only a brief description of the material terms of the A&R Purchase Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the agreement, which will be filed as an exhibit to Arcus’s Annual Report on Form 10-K for the year ended December 31, 2020.

The information set forth in Item 1.01 above is incorporated by reference here. The shares are being sold to Gilead pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as they are being sold to one entity that is an accredited investor.

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.