UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2.02Results of Operations and Financial Condition.
On August 5, 2021, Arcus Biosciences, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2021. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 2.02 of this Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 3, 2021, the Board of Directors of Arcus Biosciences, Inc. appointed Nicole Lambert to the Board as a Class II Director. Ms. Lambert was appointed to a newly created vacancy resulting from an increase in the size of the Board from eleven (11) to twelve (12) directors.
As a non-employee director, Ms. Lambert (a) will receive an annual cash retainer of $40,000, (b) was granted an option to purchase 21,700 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, and (c) was granted 4,700 restricted stock units (RSUs), with one-third of the shares subject to the RSU vesting each year, subject to her continuous service to the Company. The equity grants will also become fully vested and exercisable in the event Arcus is subject to a Change in Control (as defined in the company’s Compensation Program for Non-Employee Directors).
Ms. Lambert is not a party to any transaction with Arcus that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Lambert, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Lambert was selected as a director.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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.
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ARCUS BIOSCIENCES, INC. |
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Date: August 5, 2021 |
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By: |
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/s/ Terry Rosen, Ph. D. |
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Terry Rosen, Ph.D. |
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Chief Executive Officer (Principal Executive Officer) |