Arcus Biosciences, Inc.
35.00%
39,691,649
1724521
03969F109
Feb 17, 2025
Feb 20, 2025, 07:43 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| GILEAD SCIENCES, INC. | CO | 35.00% | 39,691,649 | 39,691,649 | 0 |
Disclosure Items (7)
Common Stock, par value $0.0001
Arcus Biosciences, Inc.
333 Lakeside Drive, Foster City, CA, 94404
This Schedule 13D is being filed by Gilead Sciences, Inc., a Delaware corporation ("Gilead" or the "Reporting Person").
The principal business address of the Reporting Person is 333 Lakeside Drive, Foster City, California 94404.
The principal business of the Reporting Person is to develop and commercialize innovative medicines in areas of unmet medical need and engage in any other activity or business lawfully carried on by a corporation organized under the laws of the State of Delaware. The directors and executive officers of the Reporting Person are set forth on Schedule I, attached hereto. Schedule I sets forth the following information with respect to each such person: (i) name; (ii) business address; (iii) position with the Reporting Person and present principal occupation or employment and, for persons not employed by the Reporting Person, the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship.
See Item 2(d).
The jurisdiction of organization of the Reporting Person is set forth in subsection (a) above. The citizenship of each of the individuals referred to in Schedule I is set forth on Schedule I.
Gilead acquired from the Issuer 2,200,000 shares of Common Stock in the Issuer's public offering (the "2020 Public Offering") at the public offering price of $27.50 per share. The 2020 Public Offering was completed on June 2, 2020. The total consideration paid by Gilead for these shares of Common Stock was $60,500,000, and such consideration was obtained from the available cash resources of Gilead. On May 27, 2020, Gilead entered into the Purchase Agreement (as defined below) pursuant to which Gilead agreed to purchase an initial 5,963,029 shares of the Issuer's Common Stock (the "Initial Purchase") at a purchase price of $33.54 per share (the "Initial Purchase Price"), which purchase occurred on July 13, 2020. The total consideration for the Initial Purchase was $199,999,992.66, and such consideration was obtained from the available cash resources of Gilead. On January 31, 2021, Gilead entered into the Amended and Restated Purchase Agreement (as defined below) pursuant to which Gilead agreed to purchase an additional 5,650,000 shares of the Issuer's Common Stock (the "Second Purchase") at a purchase price of $39.00 per share (the "Second Purchase Price"), which purchase occurred on February 1, 2021. The total consideration for the Second Purchase was $230,350,000.00, and such consideration was obtained from the available cash resources of Gilead. On June 27, 2023, Gilead entered into the Second Amended and Restated Purchase Agreement (as defined below) pursuant to which Gilead agreed to purchase an additional 1,010,000 shares of the Issuer's Common Stock (the "Third Purchase") at a purchase price of $19.26 per share (the "Third Purchase Price"), which purchase occurred on June 28, 2023. The total consideration for the Third Purchase was $19,452,600, and such consideration was obtained from the available cash resources of Gilead. On January 29, 2024, Gilead entered into the Third Amended and Restated Purchase Agreement (as defined below) pursuant to which Gilead agreed to purchase an additional 15,238,095 shares of the Issuer's Common Stock (the "Fourth Purchase") at a purchase price of $21.00 per share (the "Fourth Purchase Price"), which purchase occurred on January 29, 2024. The total consideration for the Fourth Purchase was $320,000,000, and such consideration was obtained from the available cash resources of Gilead. Under the Third Amended and Restated Purchase Agreement, Gilead also has the right, at its option, to purchase additional shares from the Issuer, up to a maximum of 35% of the Issuer's then-outstanding Common Stock, from time to time for a period of five years from the closing of the Initial Purchase, at a purchase price equal to the greater of a 20% premium to market (based on a trailing five-day average closing price) at the time Gilead exercises such option and the Initial Purchase Price. It is expected that the total consideration paid in connection with any exercise of such option will be obtained from the available cash resources of Gilead. In addition, pursuant to the Amended and Restated Investor Rights Agreement (as defined below), Gilead has the right to designate three individuals to be appointed to the Issuer's board of directors. On February 18, 2025, Gilead acquired from the Issuer 1,363,636 shares of Common Stock in the Issuer's most recent public offering (the "Public Offering") at the public offering price of $11.00 per share. The Public Offering was completed on February 19, 2025. The total consideration paid by Gilead for these shares of Common Stock was $14,999,996, and such consideration was obtained from the available cash resources of Gilead.
Number of shares of Common Stock beneficially owned: Gilead - 39,691,649 shares Jeffrey A. Bluestone - 7,000 shares Percent of class: Gilead - 35% Jeffrey A. Bluestone - 0.01% The number of shares of Common Stock beneficially owned by Gilead consists of (i) 2,200,000 shares of Common Stock purchased in the 2020 Public Offering, (ii) the initial purchase of 5,963,029 shares of Common Stock pursuant to the Purchase Agreement, (iii) the subsequent purchase of 5,650,000 shares of Common Stock pursuant to the Amended and Restated Purchase Agreement, (iv) the subsequent purchase of 1,010,000 shares of Common Stock pursuant to the Second Amended and Restated Purchase Agreement, (v) the subsequent purchase of 15,238,095 shares of Common Stock pursuant to the Third Amended and Restated Purchase Agreement, (vi) the subsequent purchase of 1,363,636 shares of Common Stock pursuant to the Public Offering, and (vii) 8,266,889 Option Shares. The number of shares of Common Stock beneficially owned by Mr. Bluestone consists of options to purchase 7,000 shares of Common Stock exercisable within 60 days. The percentage ownership for Gilead was calculated based upon 113,404,713 shares of common stock of the Issuer issued and outstanding, based on 105,137,824 shares of Common Stock issued and outstanding upon the closing of the Public Offering, as disclosed in the Prospectus Supplement, and assuming the immediate exercise in full by Gilead of its option to purchase the Option Shares. The percentage ownership for Mr. Bluestone was calculated based upon 105,144,824 shares of Common Stock issued and outstanding, based on 105,137,824 shares of Common Stock issued and outstanding upon the closing of the Public Offering, as disclosed in the Prospectus Supplement, and assuming the immediate exercise in full by Mr. Bluestone of his options. To the best knowledge of the Reporting Person, none of the individuals listed on Schedule I beneficially owns any of the Issuer's Common Stock, except Mr. Bluestone, who has received options to purchase shares of Common Stock in partial payment for his service on the Issuer's Scientific Advisory Board.
Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Gilead - 39,691,649 shares Jeffrey A. Bluestone - 7,000 shares (ii) Shared power to vote or to direct the vote: Gilead - 0 shares Jeffrey A. Bluestone - 0 shares (iii) Sole power to dispose or to direct the disposition of: Gilead - 39,691,649 shares Jeffrey A. Bluestone - 7,000 shares (iv) Shared power to dispose or to direct the disposition of: Gilead - 0 shares Jeffrey A. Bluestone - 0 shares
Except as reported in this Schedule 13D, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the individuals listed on Schedule I have effected any transactions in the Common Stock during the past sixty (60) days.
Not applicable.
Not applicable.
Except as disclosed in Items 3 and 4 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) to which the Reporting Person is a party with respect to the securities of the Issuer.
Exhibit 99.1 Lock-Up Agreement dated February 17, 2025