ARMO / ARMO BioSciences, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

ARMO / ARMO BioSciences, Inc. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38345 ARMO BIOSCIENCES, INC. (Exact name of registrant as specifi

ARMO / ARMO BioSciences, Inc. POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8

Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission June 22, 2018 Registration No. 333-222790 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-222790 UNDER THE SECURITIES ACT OF 1933 ARMO BIOSCIENCES, INC. (Exact name of registrant as specified in its charter)

Amended and Restated Certificate of Incorporation of ARMO BioSciences, Inc., dated June 22, 2018.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMO BIOSCIENCES, INC. 1. The name of the Corporation is: Armo Biosciences, Inc. 2. The address of the Corporation’s registered office in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware, 19904. The name of its registered agent at such add

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 22, 2018 ARMO BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38345 27-3454138 (State or Other Jurisdiction of Incorporation) (Comm

Amended and Restated Bylaws of ARMO BioSciences, Inc., dated June 22, 2018.

EX-3.2 Exhibit 3.2 BYLAWS OF ARMO BIOSCIENCES, INC. TABLE OF CONTENTS Page ARTICLE I Offices 1 Section 1.1. Registered Office 1 Section 1.2. Other Offices 1 ARTICLE II Meetings of Stockholders 1 Section 2.1. Annual Meetings 1 Section 2.2. Special Meetings 1 Section 2.3. Notice of Meeting 1 Section 2.4. Quorum 2 Section 2.5. Adjournments 2 Section 2.6. Voting 2 Section 2.7. Proxies 2 ARTICLE III Bo

ARMO / ARMO BioSciences, Inc. AMENDMENT NO. 5 TO SCHEDULE 14D9

Amendment No. 5 to Schedule 14D9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) ARMO BioSciences, Inc. (Name of Subject Company) ARMO BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Cl

LLY / Eli Lilly & Co. SCHEDULE TO-T/A

Schedule TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ARMO BIOSCIENCES, INC. (Name of Subject Company (Issuer)) BLUEGILL ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Fil

Lilly Completes Acquisition of ARMO BioSciences

EX-99.(a)(5)(B) Exhibit (a)(5)(B) June 22, 2018 Eli Lilly and Company Lilly Corporate Center Indianapolis, Indiana 46285 U.S.A. +1.317.276.2000 www.lilly.com Lilly Completes Acquisition of ARMO BioSciences INDIANAPOLIS, IN – Eli Lilly and Company (NYSE:LLY) today announced the successful completion of its acquisition of ARMO BioSciences, Inc. (NASDAQ:ARMO). Lilly’s tender offer for all outstanding

ARMO / ARMO BioSciences, Inc. AMENDMENT NO. 4 TO SCHEDULE 14D9

Amendment No. 4 to Schedule 14D9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) ARMO BioSciences, Inc. (Name of Subject Company) ARMO BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Cl

ARMO / ARMO BioSciences, Inc. AMENDMENT NO. 3 TO SCHEDULE 14D9

Amendment No. 3 to Schedule 14D9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) ARMO BioSciences, Inc. (Name of Subject Company) ARMO BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Cl

LLY / Eli Lilly & Co. SCHEDULE TO-T/A

Schedule TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ARMO BIOSCIENCES, INC. (Name of Subject Company (Issuer)) BLUEGILL ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Fil

ARMO / ARMO BioSciences, Inc. AMENDMENT NO. 2 TO SCHEDULE 14D9

Amendment No. 2 to Schedule 14D9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) ARMO BioSciences, Inc. (Name of Subject Company) ARMO BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Cl

LLY / Eli Lilly & Co. SC TO-T/A

SC TO-T/A 1 d597114dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ARMO BIOSCIENCES, INC. (Name of Subject Company (Issuer)) BLUEGILL ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent

ARMO / ARMO BioSciences, Inc. SC 14D9/A

SC 14D9/A 1 d597315dsc14d9a.htm SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) ARMO BioSciences, Inc. (Name of Subject Company) ARMO BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Ti

ARMO / ARMO BioSciences, Inc. SCHEDULE 14D9

Schedule 14D9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ARMO BioSciences, Inc. (Name of Subject Company) ARMO BioSciences, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 04225U104 (CUSIP N

Offer to Purchase All Outstanding Shares of Common Stock ARMO BIOSCIENCES, INC. $50.00 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated May 23, 2018 BLUEGILL ACQUISITION CORPORATION, a wholly-owned subsidiary ELI LILLY AND COMPANY

Exhibit (a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of ARMO BIOSCIENCES, INC.

Offer To Purchase All Outstanding Shares of Common Stock ARMO BIOSCIENCES, INC. $50.00 Per Share, Net in Cash BLUEGILL ACQUISITION CORPORATION, a wholly-owned subsidiary of ELI LILLY AND COMPANY

Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of ARMO BIOSCIENCES, INC.

Offer to Purchase All Outstanding Shares of Common Stock ARMO BIOSCIENCES, INC. $50.00 PER SHARE, Net in Cash Pursuant to the Offer to Purchase dated May 23, 2018 BLUEGILL ACQUISITION CORPORATION, a wholly-owned subsidiary ELI LILLY AND COMPANY

Exhibit (a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of ARMO BIOSCIENCES, INC.

NON-DISCLOSURE AGREEMENT

Exhibit (d)(3) Exhibit (d)(3) NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc.

LETTER OF TRANSMITTAL To Tender Shares of Common Stock ARMO BIOSCIENCES, INC. $50.00 Per Share, Net in Cash Pursuant to the Offer to Purchase dated May 23, 2018 BLUEGILL ACQUISITION CORPORATION, a wholly-owned subsidiary ELI LILLY AND COMPANY

Exhibit (a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of ARMO BIOSCIENCES, INC.

LLY / Eli Lilly & Co. SC TO-T

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ARMO BIOSCIENCES, INC. (Name of Subject Company (Issuer)) BLUEGILL ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons) Common Stock

Notice of Offer to Purchase All Outstanding Shares of Common Stock ARMO BIOSCIENCES, INC. at $50.00 Per Share, Net in Cash BLUEGILL ACQUISITION CORPORATION, a wholly-owned subsidiary ELI LILLY AND COMPANY

Exhibit (a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

ARMO / ARMO BioSciences, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 d581263d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 00

ARMO / ARMO BioSciences, Inc. SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ARMO BioSciences, Inc. (Name of Subject Company) ARMO BioSciences, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 04225U104 (CUSIP Number of

Agreement and Plan of Merger by and between Eli Lilly and Company, Bluegill Acquisition Corporation and ARMO BioSciences, Inc., dated May 9, 2018*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of May 9, 2018, among ELI LILLY AND COMPANY, BLUEGILL ACQUISITION CORPORATION and ARMO BIOSCIENCES, INC. TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 SECTION 1.01 The Offer 2 SECTION 1.02 Company Actions 4 ARTICLE II THE MERGER 5 SECTION 2.01 The Merger 5 SECTION 2.02 Merger Closing 5 SECTION 2.03 Effective Time 6 SECTION 2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 10, 2018 (May 9, 2018) ARMO BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38345 27-3454138 (State or Other Jurisdiction of Incorpo

Tender and Support Agreement, dated as of May 9, 2018, by and among Eli Lilly and Company, Bluegill Acquisition Corporation and certain stockholders of ARMO BioSciences, Inc.

EX-10.1 Exhibit 10.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 9, 2018, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Bluegill Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and each of the individuals or entities set fo

Lilly Announces Agreement To Acquire ARMO BioSciences $1.6 billion transaction will bolster Lilly’s clinical portfolio with ARMO’s lead immuno-oncology asset, pegilodecakin, which is being studied in multiple tumor types

EX-99.1 Exhibit 99.1 May 10, 2018 Eli Lilly and Company Lilly Corporate Center Indianapolis, Indiana 46285 U.S.A. +1.317.276.2000 www.lilly.com For Release: Immediately Refer to: Mark Taylor; [email protected]; (317) 276-5795 (Lilly Media) Kevin Hern; [email protected]; (317) 277-1838 (Lilly Investors) Herb Cross; [email protected]; (650) 241-3993 (ARMO) Lilly Announces Agreement To Acquire AR

LLY / Eli Lilly & Co. SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ARMO BioSciences, Inc. (Name of Subject Company (Issuer)) Bluegill Acquisition Corporation a wholly owned subsidiary of Eli Lilly and Company (Names of Filing Persons (Offerors)) Common Stock, $0.0001 par value

Lilly Announces Agreement To Acquire ARMO BioSciences $1.6 billion transaction will bolster Lilly’s clinical portfolio with ARMO’s lead immuno-oncology asset, pegilodecakin, which is being studied in multiple tumor types

EX-99.1 Exhibit 99.1 May 10, 2018 Eli Lilly and Company Lilly Corporate Center Indianapolis, Indiana 46285 U.S.A. +1.317.276.2000 www.lilly.com For Release: Immediately Refer to: Mark Taylor; [email protected]; (317) 276-5795 (Lilly Media) Kevin Hern; [email protected]; (317) 277-1838 (Lilly Investors) Herb Cross; [email protected]; (650) 241-3993 (ARMO) Lilly Announces Agreement To Acquire AR

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 2, 2018 ARMO BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38345 27-3454138 (State or Other Jurisdiction of Incorporation) (Commissio

ARMO BioSciences Reports FY 2017 Financial Results First Patient Enrolled in CYPRESS 1 Trial in Non-Small Cell Lung Cancer

EX-99.1 Exhibit 99.1 ARMO BioSciences Reports FY 2017 Financial Results First Patient Enrolled in CYPRESS 1 Trial in Non-Small Cell Lung Cancer REDWOOD CITY, Calif., April 2, 2018 – ARMO BioSciences, Inc. (Nasdaq:ARMO), a late-stage immuno-oncology company, today announced its financial results for the fiscal year ended December 31, 2017. “2017 was a great year for ARMO as we advanced the developm

Amended and Restated Certificate of Incorporation of ARMO BioSciences, Inc.

EX-3.1 Exhibit 3.1 ARMO BioSciences, Inc. Amended and Restated Certificate of Incorporation ARMO BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is ARMO BioSciences, Inc. The date of the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware

ARMO / ARMO BioSciences, Inc. FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Bylaws of ARMO BioSciences, Inc.

EX-3.2 Exhibit 3.2 Amended and Restated Bylaws of ARMO BioSciences, Inc. Table of Contents Page Article I Stockholders 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 3 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Nomination of Directors 3 1.11 Notice of Business at Annual Meetings 7 1.12 Conduc

Form of Executive Employment Agreement between ARMO BioSciences, Inc. and each of its executive officers

EX-10.6 Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of [ ], by and between (the “Employee”) and ARMO BioSciences, Inc., a Delaware corporation (the “Company”), effective as of January 31, 2018. This Agreement serves to confirm the terms and conditions of the terms of the Employee’s continued service with the Company. Unless otherwise defined herein, capitalized te

ARMO / ARMO BioSciences, Inc. / HBM Healthcare Investments (Cayman) Ltd. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

ARMO / ARMO BioSciences, Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ARMO BIOSCIENCES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 04225U104 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC OrbiMed Capital GP V LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated February 8, 2018 (the “Schedule 13D”), with respect to the Shares of ARMO BioSciences, Inc.

As filed with the Securities and Exchange Commission on January 30, 2018

S-8 1 d527520ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on January 30, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ARMO BIOSCIENCES, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or or

7,529,412 Shares ARMO BioSciences, Inc. Common Stock

424B4 1 d269230d424b4.htm FILED PURSUANT TO RULE 424(B)(4) Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos.: 333-222371 and 333-222704 PROSPECTUS 7,529,412 Shares ARMO BioSciences, Inc. Common Stock We are offering 7,529,412 shares of our common stock to be sold in this offering. This is our initial public offering of our common stock. Prior to this offering, there has been no

As filed with the Securities and Exchange Commission on January 25, 2018

As filed with the Securities and Exchange Commission on January 25, 2018 Registration No.

[signature page follows]

January 23, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

1

January 23, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Suzanne Hayes Assistant Director Office of Healthcare and Insurance Re: ARMO BioSciences, Inc. Registration Statement on Form S-1 (File No. 333-222371) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to

Form of ARMO BioSciences, Inc. Common Stock Certificate.

Exhibit 4.1 ARMO BioSciences, Inc. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 CUSIP Holder ID Insurance Value Number of Shares DTC Certificate Numbers 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 Total Transaction XXXXXX XX X XXXXXXXXXX 1,000,000.00 123456 12345678 123456789012345 Num/No. Denom. To

Form of Underwriting Agreement.

Exhibit 1.1 [?] Shares ARMO BioSciences, Inc. UNDERWRITING AGREEMENT [?], 2018 JEFFERIES LLC LEERINK PARTNERS LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o LEERINK PARTNERS LLC 299 Park Avenue, 21st Floor New York, New York 10171 Ladies and Gentlemen: Introductory. ARMO BioSciences, Inc., a Delaware corporation (the ?Company?),

GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP 1200 SEAPORT BOULEVARD, REDWOOD CITY, CA 94063 / PHONE: 650.321.2400 / FAX: 650.321.2800

SILICON VALLEY ANN ARBOR BEIJING BOSTON LOS ANGELES NEW YORK SAN DIEGO SAN FRANCISCO SINGAPORE January 16, 2018 VIA OVERNIGHT COURIER Securities and Exchange Commission Division of Corporation Finance 100 F.

As filed with the Securities and Exchange Commission on January 16, 2018

Table of Contents As filed with the Securities and Exchange Commission on January 16, 2018 Registration No.

Amended and Restated Certificate of Incorporation of Registrant.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMO BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ARMO BIOSCIENCES, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: FIRST: That

2018 Equity Incentive Plan and forms of agreements thereunder, to be effective upon completion of Registrant’s public offering.

Exhibit 10.3 ARMO BIOSCIENCES, INC. 2018 EQUITY INCENTIVE PLAN (AS ADOPTED ON JANUARY 5, 2018) ARMO BIOSCIENCES, INC. 2018 EQUITY INCENTIVE PLAN ARTICLE 1. INTRODUCTION. The Board adopted the Plan to become effective immediately, although no Awards may be granted prior to the IPO Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value

Form of Amended and Restated Bylaws of Registrant, to be effective upon completion of Registrant’s public offering.

Exhibit 3.4 Amended and Restated Bylaws of ARMO BioSciences, Inc. Table of Contents Page Article I Stockholders 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 3 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Nomination of Directors 3 1.11 Notice of Business at Annual Meetings 7 1.12 Conduct of Me

Form of Amended and Restated Certificate of Incorporation of Registrant, to be effective upon completion of Registrant’s public offering.

Exhibit 3.2 ARMO BioSciences, Inc. Amended and Restated Certificate of Incorporation ARMO BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is ARMO BioSciences, Inc., which was the name under which the corporation was originally incorporated. The date of the filing of its original certificate

Form of Indemnification Agreement between ARMO BioSciences, Inc. and each of its directors and executive officers.

Exhibit 10.1 Indemnification Agreement This Indemnification Agreement (?Agreement?) is made as of , 2018 by and between ARMO BioSciences, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Recitals WHEREAS, the Board of Directors of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 ARMO BioSciences, Inc. (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 ARMO BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 27-3454138 (State of incorporation or organization) (I.R.S. Employer Identification No.) 575 Chesapeake Drive,

2018 Employee Stock Purchase Plan and form of participation agreement thereunder to be effective upon completion of Registrant’s public offering.

Exhibit 10.4 ARMO BIOSCIENCES, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN (AS ADOPTED EFFECTIVE AS OF THE DATE OF THE INITIAL PUBLIC OFFERING) ARMO BIOSCIENCES, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN SECTION 1. PURPOSE OF THE PLAN. The Board adopted the Plan effective as of the IPO Date. The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest

January 8, 2018

CORRESP January 8, 2018 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Suzanne Hayes Assistant Director Office of Healthcare and Insurance Re: ARMO Biosciences, Inc. Draft Registration Statement on Form S-1 CIK No. 0001693664 Ladies and Gentlemen: We are submitting this letter on beh

Amended and Restated Investors’ Rights Agreement, dated August 11, 2017, between the Registrant and the parties thereto.

Exhibit 4.2 ARMO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 11, 2017 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 3 2.1 Request for Registration 3 2.2 Company Registration 5 2.3 Form S-3 Registration 6 2.4 Obligations of the Company 7 2.5 Information from Holder 9 2.6 Expenses of Registration 9 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9

Amended and Restated Bylaws of Registrant.

EX-3.3 3 d269230dex33.htm EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF ARMO BIOSCIENCES, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1 Registered Office 1 1.2 Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Location 1 2.2 Timing 1 2.3 Notice of Meeting 1 2.4 Stockholders’ Records 1 2.5 Special Meetings 2 2.6 Notice of Meeting 2 2.7 Business Transacted at Spe

Offer Letter, dated March 19, 2016, between the Registrant and Gail Brown, M.D.

EX-10.6 7 d269230dex106.htm EX-10.6 Exhibit 10.6 March 19, 2016 Gail Brown, MD Re: Employment Offer; Employment Agreement Dear Gail: On behalf of ARMO BioSciences (the “Company”), I am very excited to offer you the position of Chief Medical Officer (CMO). Speaking for myself, as well as the Company’s Board of Directors (the “Board”), we are looking forward to work with you and to the skills you wi

Power of Attorney (contained in the signature page to this registration statement).

Table of Contents As filed with the Securities and Exchange Commission on December 29, 2017 Registration No.

Amended and Restated Certificate of Incorporation of Registrant.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMO BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ARMO BIOSCIENCES, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: FIRST: That

Exclusive Patent License Agreement, dated December 12, 2012, between Merck, Sharp & Dohme Corporation and the Registrant.

Exhibit 10.12 CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this ?Agreement?), dated as of December 12, 2012 (the ?Effective Date?), is by and between Merck, Sharp & Dohme Corporation, a corporation or

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December 29, 2017 VIA OVERNIGHT COURIER Securities and Exchange Commission Division of Corporation Finance 100 F.

Offer Letter, dated December 31, 2012, between the Registrant and Peter Van Vlasselaer, Ph.D.

Exhibit 10.5 ARMO BIOSCIENCES December 31, 2012 Peter Van Vlasselaer, PhD [Address] Re: Employment Offer; Employment Agreement Dear Peter: On behalf of ARMO BioSciences (the “Company”), I am very excited to offer you the position of President and Chief Executive Officer (CEO). Speaking for myself, as well as the Company’s Board of Directors (the “Board”), we are looking forward to work with you an

ARMO BioSciences, Inc. 2012 Stock Plan and forms of agreements thereunder.

Exhibit 10.2 ARMO BIOSCIENCES, INC. 2012 STOCK PLAN ADOPTED ON DECEMBER 20, 2012 AS AMENDED MAY 16, 2014 AS AMENDED NOVEMBER 4, 2015 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK

Offer Letter, dated October 26, 2017, between the Registrant and Herb Cross.

Exhibit 10.8 ARMO BIOSCIENCES October 26, 2017 Herb Cross [Address] Re: Employment Offer; Employment Agreement Dear Herb: ARMO BioSciences, Inc. (the “Company”) is pleased to offer you employment on the following terms: 1. Position. Your initial title will be Chief Financial Officer, and you will report to the Company’s Chief Executive Officer. This is a full-time position. You will be responsible

Amendment No. 2 to the Exclusive Patent License between Merck, Sharpe & Dohm Corporation and the Registrant, dated July 11, 2017.

Exhibit 10.14 CONFIDENTIAL TREATMENT REQUESTED Amendment No. 2 to the Exclusive Patent License Agreement between Merck Sharp & Dohme Corp. and ARMO Biosciences Inc. This Amendment No. 2 (“Amendment”) is entered into as of July 11, 2017 between ARMO BIOSCIENCES INC. (formerly Targenics, Inc.), a corporation organized under the laws Delaware (“Licensee”) and MERCK SHARP & DOHME CORP., a corporation

Offer Letter, dated September 5, 2017, between the Registrant and Joseph Leveque, M.D.

EX-10.7 8 d269230dex107.htm EX-10.7 Exhibit 10.7 ARMO BIOSCIENCES September 5, 2017 Joseph Leveque, MD [Address] Re: Employment Offer: Employment Agreement Dear Joe: ARMO BioSciences, Inc. (the “Company”) is pleased to offer you employment on the following terms: 1. Position. Your initial title will be Chief Medical Officer, and you will initially report to the Company’s Chief Executive Officer. T

Lease, dated February 19, 2013, between the Registrant and Metropolitan Life Insurance Company.

Exhibit 10.9 LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND ARMO BIOSCIENCES, INC. (TENANT) SEAPORT CENTER Redwood City, California TABLE OF CONTENTS PAGE ARTICLE ONE BASIC LEASE PROVISIONS 1 1.01 BASIC LEASE PROVISIONS 1 1.02 ENUMERATION OF EXHIBITS & RIDER(S) 2 1.03 DEFINITIONS 3 ARTICLE TWO PREMISES, TERM, FAILURE TO GIVE POSSESSION, COMMON AREAS AND PARKING 7 2.01 LEASE OF PR

First Amendment to Lease between the Registrant and Metropolitan Life Insurance Company, dated October 14, 2016.

EX-10.10 11 d269230dex1010.htm EX-10.10 Exhibit 10.10 FIRST AMENDMENT TO LEASE This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 14, 2016 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and ARMO BIOSCIENCES, INC., a Delaware corporation (“Tenant), with reference to the followi

Amendment No. 1 to the Exclusive Patent License between Merck, Sharp & Dohme Corporation and the Registrant, dated December 12, 2012.

EX-10.13 13 d269230dex1013.htm EX-10.13 Exhibit 10.13 AMENDMENT NO. 1 TO THE EXCLUSIVE PATENT LICENSE AGREEMENT THIS Amendment No. 1 to the Exclusive Patent License Agreement (“Amendment No. 1”), dated as of December 12, 2012 (the “Effective Date”), is by and between Merck, Sharpe and Dohme Corporation, a corporation organized and existing under the laws of New Jersey (hereinafter referred to as “

CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT

Exhibit 10.12 CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this ?Agreement?), dated as of December 12, 2012 (the ?Effective Date?), is by and between Merck, Sharp & Dohme Corporation, a corporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 ARMO BioSciences, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 27-3454138 (State or Other

Table of Contents Amendment No. 3 to the confidential draft registration statement submitted to the Securities and Exchange Commission on November 22, 2017. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSIO

CONFIDENTIAL TREATMENT REQUESTED Amendment No. 2 to the Exclusive Patent License Agreement Merck Sharp & Dohme Corp. ARMO Biosciences Inc.

Exhibit 10.14 CONFIDENTIAL TREATMENT REQUESTED Amendment No. 2 to the Exclusive Patent License Agreement between Merck Sharp & Dohme Corp. and ARMO Biosciences Inc. This Amendment No. 2 (?Amendment?) is entered into as of July 11, 2017 between ARMO BIOSCIENCES INC. (formerly Targenics, Inc.), a corporation organized under the laws Delaware (?Licensee?) and MERCK SHARP & DOHME CORP., a corporation

AMENDMENT NO. 1 TO THE EXCLUSIVE PATENT LICENSE AGREEMENT

Exhibit 10.13 AMENDMENT NO. 1 TO THE EXCLUSIVE PATENT LICENSE AGREEMENT THIS Amendment No. 1 to the Exclusive Patent License Agreement (?Amendment No. 1?), dated as of December 12, 2012 (the ?Effective Date?), is by and between Merck, Sharpe and Dohme Corporation, a corporation organized and existing under the laws of New Jersey (hereinafter referred to as ?Merck?), and Targenics, Inc., a corporat

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DRSLTR November 21, 2017 VIA OVERNIGHT COURIER Securities and Exchange Commission Division of Corporation Finance 100 F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 ARMO BioSciences, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 27-3454138 (State or Other

Table of Contents Amendment No. 2 to the confidential draft registration statement submitted to the Securities and Exchange Commission on May 11, 2017. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Was

CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT

Exhibit 10.10 CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this ?Agreement?), dated as of December 12, 2012 (the ?Effective Date?), is by and between Merck, Sharp & Dohme Corporation, a corporation or

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May 11, 2017 VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporation Finance 100 F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 ARMO BioSciences, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 27-3454138 (State or Other

Table of Contents Amendment No. 1 to the confidential draft registration statement submitted to the Securities and Exchange Commission on April 3, 2017. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Wa

CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT

Exhibit 10.10 CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this ?Agreement?), dated as of December 12, 2012 (the ?Effective Date?), is by and between Merck, Sharp & Dohme Corporation, a corporation or

Confidential Treatment Requested by ARMO BioSciences, Inc. Pursuant to 17 C.F.R. Section 200.83

Confidential Treatment Requested by ARMO BioSciences, Inc. Pursuant to 17 C.F.R. Section 200.83 March 31, 2017 VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Suzanne Hayes Assistant Director Office of Healthcare and Insurance Re: ARMO BioSciences, Inc. Draft Registration Statement on Form S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 ARMO BioSciences, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 27-3454138 (State or Other

Table of Contents Confidential draft registration statement submitted to the Securities and Exchange Commission on January 18, 2017.

CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT

EXHIBIT 10.10 CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT by and between MERCK, SHARP & DOHME CORPORATION and TARGENICS, Inc. CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE PATENT LICENSE AGREEMENT THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this ?Agreement?), dated as of December 12, 2012 (the ?Effective Date?), is by and between Merck, Sharp & Dohme Corporation, a corporation or