UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
10-Q/A
Amendment No. 1
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2021
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, CA | 94080 | |
(Address of principal executive offices) | (Zip Code) |
(650)
243-5555
(Registrant’s telephone number, including area code)
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 Securities are Registered | ||
Common Stock, par value $0.001 per share | NGM | The Nasdaq Stock Market LLC |
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, 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 Rule12b-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 is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐ No ☒As of August 2, 2021, the registrant had 77,338,144 shares of common stock, $0.001 par value per share, outstanding.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to Quarterly Report on Form
10-Q/A
(this “Amendment”) to amend our Quarterly Report on Form10-Q
for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2021 (the“10-Q”).
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 Rules13a-14(a)
and15d-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-Q.
This Amendment does not reflect events occurring after the filing of the original10-Q
(i.e., those events occurring after August 5, 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 the10-Q
and our other filings with the SEC.Item 6. Exhibits.
The following exhibits are filed as part of this Amendment.
Incorporated by Reference | ||||||||||||||||
Exhibit Number | Description | Schedule Form | File Number | Exhibit | Filing Date | |||||||||||
31.1 | ||||||||||||||||
31.2 | ||||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, 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 | ||||||
Chief Executive Officer and Director | ||||||
(Principal Executive Officer) | ||||||
Date: November 4, 2021 | By: | /s/ Siobhan Nolan Mangini | ||||
Siobhan Nolan Mangini | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |