S-3 S-3ASR EX-FILING FEES 0001724521 Arcus Biosciences, Inc. N/A Y N 0001724521 2026-02-20 2026-02-20 0001724521 1 2026-02-20 2026-02-20 0001724521 2 2026-02-20 2026-02-20 0001724521 3 2026-02-20 2026-02-20 0001724521 4 2026-02-20 2026-02-20 0001724521 5 2026-02-20 2026-02-20 0001724521 1 2026-02-20 2026-02-20 0001724521 2 2026-02-20 2026-02-20 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

Arcus Biosciences, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, $0.0001 par value per share 457(r) 0.0001381
Fees to be Paid 2 Equity Preferred Stock, $0.0001 par value per share 457(r) 0.0001381
Fees to be Paid 3 Debt Debt Securities 457(r) 0.0001381
Fees to be Paid 4 Other Warrants 457(r) 0.0001381
Fees to be Paid 5 Equity Common Stock, $0.0001 par value per share 457(r) $ 200,000,000.00 0.0001381 $ 27,620.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 200,000,000.00

$ 27,620.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 19,412.52

Net Fee Due:

$ 8,207.48

Offering Note

1

(1) The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities and (d) warrants to purchase common stock, preferred stock, or other securities of the registrant, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange, or exercise of any securities that provide for such issuance. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of the registrant's securities that become issuable by reason of any stock splits, stock dividend or similar transaction. (3) Includes rights to acquire common stock or preferred stock of the registrant under any shareholder rights plan then in effect, if applicable under the terms of any such plan. (4) The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. (5) In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee other than the registration fee due in connection with $200,000,000 of shares of its common stock that may be issued and sold from time to time under the equity distribution agreement prospectus included herein. Any subsequent registration fees will be paid on a pay-as-you-go basis.

2

(1) The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities and (d) warrants to purchase common stock, preferred stock, or other securities of the registrant, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange, or exercise of any securities that provide for such issuance. (2) Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant's securities that become issuable by reason of any stock splits, stock dividend or similar transaction. (3) Includes rights to acquire common stock or preferred stock of the registrant under any shareholder rights plan then in effect, if applicable under the terms of any such plan. (4) The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. (5) In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee other than the registration fee due in connection with $200,000,000 of shares of its common stock that may be issued and sold from time to time under the equity distribution agreement prospectus included herein. Any subsequent registration fees will be paid on a pay-as-you-go basis.

3

(1) The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities and (d) warrants to purchase common stock, preferred stock, or other securities of the registrant, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange, or exercise of any securities that provide for such issuance. (2) Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant's securities that become issuable by reason of any stock splits, stock dividend or similar transaction. (4) The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. (5) In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee other than the registration fee due in connection with $200,000,000 of shares of its common stock that may be issued and sold from time to time under the equity distribution agreement prospectus included herein. Any subsequent registration fees will be paid on a pay-as-you-go basis.

4

(1) The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities and (d) warrants to purchase common stock, preferred stock, or other securities of the registrant, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange, or exercise of any securities that provide for such issuance. (2) Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant's securities that become issuable by reason of any stock splits, stock dividend or similar transaction. (4) The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. (5) In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee other than the registration fee due in connection with $200,000,000 of shares of its common stock that may be issued and sold from time to time under the equity distribution agreement prospectus included herein. Any subsequent registration fees will be paid on a pay-as-you-go basis.

5

The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities and (d) warrants to purchase common stock, preferred stock, or other securities of the registrant, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange, or exercise of any securities that provide for such issuance.
Table 2: Fee Offset Claims and Sources ☐Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims 1 Arcus Biosciences, Inc. S-3 333-270132 02/28/2023 $ 19,412.52 Equity Common Stock, $0.0001 par value per share $ 176,157,133.91
Fee Offset Sources 2 Arcus Biosciences, Inc. S-3 333-270132 02/28/2023 $ 22,040.00

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

The registrant previously registered shares of its Common Stock, having an aggregate offering price of up to $200,000,000, offered by means of a 424(b)(5) prospectus supplement, dated February 28, 2023 (the "Prior Prospectus Supplement"), pursuant to a Registration Statement on Form S-3ASR (Registration No. 333-270132) (the "Prior Registration Statement"), filed with the Securities and Exchange Commission on February 28, 2023. In connection with the filing of the Prior Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $22,040. As of the date of this registration statement, shares of Common Stock having an aggregate offering price of up to $176,157,133.91 remain unsold under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $19,412.52 that has already been paid and remains unused with respect to the unsold shares of Common Stock previously registered pursuant to the Prior Prospectus Supplement and were not sold thereunder is offset against the registration fee of $27,620 due for this offering. The remaining balance of the registration fee, $8,207.48, has been paid in connection with this offering. Pursuant to Rule 457(p), the offering of such unsold shares of Common Stock previously registered pursuant to the Prior Prospectus Supplement was deemed terminated as of the third anniversary of the original effective date of the Prior Registration Statement.

Offset Note

2

The registrant previously registered shares of its Common Stock, having an aggregate offering price of up to $200,000,000, offered by means of a 424(b)(5) prospectus supplement, dated February 28, 2023 (the "Prior Prospectus Supplement"), pursuant to a Registration Statement on Form S-3ASR (Registration No. 333-270132) (the "Prior Registration Statement"), filed with the Securities and Exchange Commission on February 28, 2023. In connection with the filing of the Prior Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $22,040. As of the date of this registration statement, shares of Common Stock having an aggregate offering price of up to $176,157,133.91 remain unsold under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $19,412.52 that has already been paid and remains unused with respect to the unsold shares of Common Stock previously registered pursuant to the Prior Prospectus Supplement and were not sold thereunder is offset against the registration fee of $27,620 due for this offering. The remaining balance of the registration fee, $8,207.48, has been paid in connection with this offering. Pursuant to Rule 457(p), the offering of such unsold shares of Common Stock previously registered pursuant to the Prior Prospectus Supplement was deemed terminated as of the third anniversary of the original effective date of the Prior Registration Statement.
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A