10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMM

SION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No.1)

(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, 2022

☐	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.)

700 Park Offices Drive, Suite 200

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:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $.0001 par value	GTHX	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 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.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

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 as of June 30, 2022, the last business day of the Registrant’s most recently completed second fiscal quarter, was $209.0 million based on the closing price of the shares of common stock on The Nasdaq Stock Market on that date.

The number of shares of the Registrant’s Common Stock outstanding as of February 27, 2023 was 51,657,647.


Auditor Firm Id:		238		Auditor Name:		PricewaterhouseCoopers LLP		Auditor Location:		New York, NY, United States

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 15, 2023, are incorporated by reference into Part III of this report. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended December 31,

2022

Explanatory Note

G1 Therapeutics, Inc. is filing this Amendment No. 1 on Form

10-K/A

(“

Amendment No.

”) to its Annual Report on Form

10-K

for the fiscal year ended December 31, 2022 filed with the Securities Exchange Commission (the “

SEC

”) on March 1, 2023 (the “

Original Form

10-K

”) solely for the purpose of filing a revised Consent of Independent Registered Public Accounting Firm on Exhibit 23.1 (the “

PwC Consent

”) to (i) include the conformed signature from PricewaterhouseCoopers LLP, the Company’s independent accountant, which due to an administrative error, was inadvertently omitted from the version of the PwC Consent attached to the Original Form

10-K

filed with the SEC and (ii) correct typographical errors. The signed PwC Consent was delivered prior to the filing of the Original Form

10-K.

Pursuant to Rule

12b-15

under the Securities Exchange Act of 1934, as amended, this

Amendment

No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been

included

in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation

S-K,

paragraphs 3, 4, and 5 of the certifications have been omitted.

Except as otherwise expressly noted herein, this Amendment No. 1 does not modify, amend, 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

and with the filings with the SEC subsequent to 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

23.1		Consent of PricewaterhouseCoopers LLP.

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 undersigned hereunto duly authorized.

SEC Form 10-K/A filed by G1 Therapeutics Inc. (Amendment)