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As filed with the Securities and Exchange Commission on February 27, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ARCUTIS BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware81-2974255
(State or Other Jurisdiction
of Incorporation or Organization)		(I.R.S. Employer Identification No.)
3027 Townsgate Road, Suite 300
Westlake Village, California 91361
(Address of Principal Executive Offices) (Zip Code)
2020 Equity Incentive Plan
2020 Employee Stock Purchase Plan
(Full Title of the Plans)
Todd Franklin Watanabe
President and Chief Executive Officer
Arcutis Biotherapeutics, Inc.
3027 Townsgate Road, Suite 300
Westlake Village, California 91361
(805) 418-5006
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
J. Ross McAloon
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
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 7(a)(2)(B) of the Securities Act.  ☐


EXPLANATORY NOTE
This Registration Statement is being filed by Arcutis Biotherapeutics, Inc. (the “Company” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 4,839,367 shares of the Company’s common stock, $0.0001 par value per share (the “common stock”), issuable under the following employee benefit plans for which registration statements on Form S-8 (File Nos. 333-236178, 333-253155, 333-262902, and 333-270136) are effective: (i) the Arcutis Biotherapeutics, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) which, as a result of the operation of an automatic annual increase provision therein, added 3,871,494 shares of common stock, and (ii) the Arcutis Biotherapeutics, Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”) which, as a result of the operation of an automatic annual increase provision therein, added 967,873 shares of common stock.
INFORMATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
The contents of the registration statements on Form S-8 (File Nos. 333-236178, 333-253155, 333-262902, and 333-270136) are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.


Item 8. Exhibits
Incorporated by Reference
Exhibit
Number
DescriptionFormExhibitDate FiledFile Number
Filed
Herewith
4.110-Q3.15/12/20001-39186
4.210-Q3.25/12/20001-39186
4.3S-1/A4.11/21/20333-235806
5.1X
23.1X
23.2X
24.1X
99.1#S-1/A10.31/21/20333-235806
99.2#S-1/A10.41/21/20333-235806
107X
______________
# Indicates management contract or compensatory plan.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake Village, state of California, on February 27, 2024.
ARCUTIS BIOTHERAPEUTICS, INC.
By:/s/ Todd Franklin Watanabe
Name:Todd Franklin Watanabe
Title:President and Chief Executive Officer



POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Todd Franklin Watanabe and John W. Smither, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SignatureTitleDate
/s/ Todd Franklin WatanabePresident, Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2024
Todd Franklin Watanabe
/s/ John W. Smither
Chief Financial Officer
(Principal Accounting and Financial Officer)
February 27, 2024
John W. Smither
/s/ Bhaskar Chaudhuri
Director
February 27, 2024
Bhaskar Chaudhuri
/s/ Terrie CurranDirector
February 27, 2024
Terrie Curran
/s/ Halley E. GilbertDirector
February 27, 2024
Halley E. Gilbert
/s/ Patrick J. Heron
Director
February 27, 2024
Patrick J. Heron
/s/ Neha KrishnamohanDirector
February 27, 2024
Neha Krishnamohan
/s/ Keith R. Leonard Jr.Director
February 27, 2024
Keith R. Leonard Jr.
/s/ Sue-Jean LinDirector
February 27, 2024
Sue-Jean Lin
/s/ Howard G. Welgus, M.D.Director
February 27, 2024
Howard G. Welgus, M.D.