8-K/A

ARCUS BIOSCIENCES, INC.

Date: November 25, 2019

/s/ Carolyn Tang

Carolyn Tang

Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2019

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))

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

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: ☒

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. ☐

EXPLANATORY NOTE

The merger between BMS and Celgene was consummated on November 20, 2019, and, consequently, the disclosure below is updated to disclose the date of Dr. Hege’s resignation.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2019, Bristol-Myers Squibb Company (“BMS”) and Celgene Corporation (“Celgene”) announced that Kristen Hege, MD would assume a senior role within BMS, contingent upon consummation of the pending merger between BMS and Celgene. Given the overlapping pipeline between Arcus Biosciences, Inc. (the “Company”) and BMS, BMS’s conflict policies prohibit Dr. Hege from remaining a member of the Company’s Board of Directors (“Board”) following the consummation of the merger, and Dr. Hege will therefore be required to tender her resignation as a director of the Company. The merger between BMS and Celgene was consummated on November 20, 2019, and, consequently, Dr. Hege resigned from the Board effective November 20, 2019. Dr. Hege did not serve on any Board committees.

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.