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): October 19, 2018
ARCUS BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38419 | 47-3898435 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 19, 2018, the Board of Directors (the “Board”) of Arcus Biosciences, Inc. (the “Company”) appointed Kristen M. Hege, M.D. to the Board as a Class I director. Dr. Hege was appointed to a newly created vacancy resulting from an increase in the size of the Board from five (5) to six (6) directors.
As a non-employee director, Dr. Hege will receive an annual cash retainer of $35,000 and was granted an option to purchase 35,000 shares of the Company’s common stock, which will vest and become exercisable in substantially equal monthly installments over 36 months of continuous service provided by her to the Company, subject to accelerated vesting in the event the Company is subject to a Change in Control (as defined in the Company’s Compensation Program for Non-Employee Directors).
Dr. Hege is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Hege, on the one hand, and any other persons, on the other hand, pursuant to which Dr. Hege was selected as a director.
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: October 19, 2018 | By: | /s/ Jennifer Jarrett | ||||
| Jennifer Jarrett | ||||||
| Chief Operating & Financial Officer | ||||||