**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K/A**

 

 

**(Mark One)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2018**

**OR**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**FOR THE TRANSITION PERIOD FROM                     TO                     **

**Commission File Number 001-38096**

 

 

**G1 THERAPEUTICS, INC.**

**(Exact name of Registrant as specified in its Charter)**

 

 

 
**Delaware** **26-3648180**
**( State or other jurisdiction of**

**incorporation or organization)**
 
**(I.R.S. Employer**

**Identification No.)**

 

**79 T.W. Alexander Drive 4501 Research Commons, Suite 100**

**Research Triangle Park, NC 27709**
**(Address of principal executive offices including zip code)**
**Registrant’s telephone number, including area code: (919)213-9835**

 

 

Securities registered pursuant toSection 12(b) of the Act: Common Stock, Par Value $.0001 Per Share; Common stock traded on The Nasdaq Stock Market (trading symbol: GTHX) 

Securitiesregistered pursuant to Section 12(g) of the Act: **None**

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.    YES  ☒    NO  ☐ 

Indicate by check mark ifthe Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    YES  ☐    NO  ☒ 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.    YES  ☒    NO  ☐ 

Indicate by check mark whether the Registrant hassubmitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the Registrant was required to submit such files).    YES  ☒    NO  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, 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. 

 
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 periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐ 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).    YES  ☐    NO  ☒ 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The Nasdaq Stock Market on June 30, 2018,was $997,145,067. 

The number of shares of Registrant’s Common Stock outstanding as of February 25, 2019 was 37,408,234. 

**Documents Incorporated by Reference**

Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to be held on June 12, 2019, areincorporated by reference into Part III of this report. 

 

 

 
**

**Explanatory Note**

G1 Therapeutics, Inc. is filing this Amendment No. 1 (“Amendment No. 1”) to its Annual Report on Form10-K for the fiscal year ended December 31, 2018 as filed with the Securities and Exchange Commission on February 28, 2019 (the “Original Form 10-K”)solely to replace Exhibits 31.1 and 31.2 (the “Section 302 Certifications”) included in the Original Form 10-K with corrected Section 302 Certifications. Due to an administrative error, theSection 302 Certifications in the Original Form 10-K incorrectly omitted Section 4.b). New Section 302 Certifications with Section 4.b). are filed as Exhibits 31.1 and 31.2 attached hereto.

Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations,cash flows, or other disclosure in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly,this Amendment No. 1 should be read in conjunction with the Original Form 10-K.

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules.**

**The following documents are filed as part of this Annual Report:**

 
(c)
Exhibits. 

 
**Exhibit****Number**  
**Description**
31.1  Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2  Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

**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 undersignedhereunto duly authorized. 

 
  G1 THERAPEUTICS, INC.Date: April 26, 2019    
By:

 
 
*/s/ James Stillman Hanson*

 
  
 
  Name: James Stillman Hanson  Title: General Counsel