UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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.) | |
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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 to Section 12(b) of the Act: Common Stock, Par Value $.0001 Per Share; Common stock traded on The Nasdaq Stock Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐
Indicate by check mark if the 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 of 1934 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 past 90 days. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted 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 such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
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.
Large accelerated filer |
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Non-accelerated filer |
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Emerging growth company |
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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 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 Exchange Act). 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, are incorporated by reference into Part III of this report.
Table of Contents
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PART I |
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Item 1. |
| Business |
| 2 |
Item 1A. |
| Risk Factors |
| 21 |
Item 1B. |
| Unresolved Staff Comments |
| 49 |
Item 2. |
| Properties |
| 49 |
Item 3. |
| Legal Proceedings |
| 49 |
Item 4. |
| Mine Safety Disclosures |
| 49 |
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PART II |
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Item 5. |
| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
| 50 |
Item 6. |
| Selected Financial Data |
| 52 |
Item 7. |
| Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 53 |
Item 7A. |
| Quantitative and Qualitative Disclosures About Market Risk |
| 65 |
Item 8. |
| Financial Statements and Supplementary Data |
| 65 |
Item 9. |
| Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
| 65 |
Item 9A. |
| Controls and Procedures |
| 65 |
Item 9B. |
| Other Information |
| 66 |
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PART III |
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Item 10. |
| Directors, Executive Officers and Corporate Governance |
| 66 |
Item 11. |
| Executive Compensation |
| 66 |
Item 12. |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| 66 |
Item 13. |
| Certain Relationships and Related Transactions, and Director Independence |
| 66 |
Item 14. |
| Principal Accounting Fees and Services |
| 66 |
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PART IV |
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Item 15. |
| Exhibits, Financial Statement Schedules |
| 67 |
Item 16. |
| Form 10-K Summary |
| 69 |
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| Signatures |
| 70 |
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