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NGM Biopharmaceuticals Inc.

11/04/2021 | Press release | Distributed by Public on 11/04/2021 14:45

Amendment to Annual Report (Form 10-K/A)

10-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
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:
001-38853
NGM BIOPHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
26-1679911
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
333 Oyster Point Boulevard
South San Francisco, California94080
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650)
243-5555
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
of Securities Registered
Trading
Symbol
Name of Each Exchange
on Which Registered
Common Stock, par value $0.001 per share
NGM
The Nasdaq Stock Market LLC
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 Section 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.
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 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Act). YES ☐ NO ☒
The aggregate market value of the registrant's common stock held by
non-affiliates
of the registrant as of June 30, 2020 was approximately $457 million, calculated based on the closing price of the registrant's common stock as reported by the Nasdaq Global Select Market. Excludes an aggregate of
45,585,585
shares of the registrant's common stock held as of such date by officers, directors and stockholders that the registrant has concluded are or were affiliates of the registrant. Exclusion of such shares should not be construed to indicate that the holder of any such shares possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.
As of March 10, 2021, the number of outstanding shares of the registrant's common stock, par value $0.001 per share, was 76,692,401.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form
10-K
are incorporated by reference in Part III, Items
10-14
of this Annual Report on Form
10-K.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to Annual Report on Form
10-K/A
(this "Amendment") to amend our Annual Report on Form
10-K
for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (the "SEC") on March 15, 2021 (the
"10-K").
This Amendment is being filed solely to refile the certifications of our principal executive officer and principal financial officer as exhibits to this Amendment as required pursuant to Rules
13a-14(a)
and
15d-14(a)
under the Securities and Exchange Act of 1934.
No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the
10-K.
This Amendment does not reflect events occurring after the filing of the original
10-K
(i.e., those events occurring after March 15, 2021) or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the
10-K
and our other filings with the SEC.
Item 15. Exhibits, Consolidated Financial Statement Schedules.
(3) Exhibits
The following exhibits are filed as part of this Amendment.
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Description of Document
Form
File
No.
Exhibit
Filing
Date
31.1
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
NGM Biopharmaceuticals, Inc.
Date: November 4, 2021
By:
/s/ David J. Woodhouse
David J. Woodhouse, Ph.D.
Chief Executive Officer and Director
Date: November 4, 2021
By:
/s/ Siobhan Nolan Mangini
Siobhan Nolan Mangini
Chief Financial Officer