Global Blood Therapeutics (GBT) 10-Q/A 2018 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 September 30, 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:001-37539

Global Blood Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	27-4825712
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

171 Oyster Point Boulevard, Suite 300

South San Francisco, CA 94080

(Address of principal executive offices)

(650)741-7700

(Registrant’s telephone number, including area code)

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 ofRegulation 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, anon-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” inRule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

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.    ☐

As of November 1, 2018, there were 52,232,448 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

EXPLANATORY NOTE

Global Blood Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 onForm 10-Q/A (this “Amendment”) to its Quarterly Report onForm 10-Q for the period ended September 30, 2018 (the “Original Report”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2018, solely tore-file Exhibit 10.1 that was previously filed with the Original Report with revised redactions in response to comments received from the staff of the SEC regarding the confidential treatment request filed by the Company with respect to certain portions of Exhibit 10.1 of the Original Report.

This Amendment does not change the previously reported financial statements or, except as expressly described in the prior paragraph, any of the other disclosure contained in the Original Report. This Amendment speaks as of the original filing date of the Original Report and does not reflect any events that occurred at a date subsequent to the filing of the Original Report or modify or update those disclosures therein in any way. Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Report.

As required byRule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are being filed herewith as exhibits to this Amendment (Exhibits 31.1 and 31.2). The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit Number		Incorporated by Reference			Filed
	Exhibit Description	Form	Date	Number	Herewith
3.1	Restated Certificate of Incorporation.	S-1/A	7/31/2015	3.2
3.2	Amended and Restated Bylaws.	S-1/A	7/31/2015	3.4
4.1	Specimen Common Stock Certificate	S-1/A	7/31/2015	4.1
10.1#	License Agreement, by and between the Company and F.Hoffmann-La Roche Ltd. andHoffmann-La Roche Inc., dated August  22, 2018				X
10.2	First Amendment to Lease, by and between the Company and HCP Oyster Point III LLC, dated August 29, 2018	8-K	8/30/2018	10.1
31.1	Certification of Principal Executive Officer required by Rule13a-14(a) or Rule15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Principal Financial Officer required by Rule13a-14(a) or Rule15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	10-Q	11/6/2018	32.1
101.INS	XBRL Instance Document	10-Q	11/6/2018	101.INS
101.SCH	XBRL Taxonomy Extension Schema Document	10-Q	11/6/2018	101.SCH
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	10-Q	11/6/2018	101.CAL
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	10-Q	11/6/2018	101.DEF
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	10-Q	11/6/2018	101.LAB
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	10-Q	11/6/2018	101.PRE

# Confidential treatment has been requested for certain information contained in this Exhibit (indicated by asterisks). Such information has been omitted and filed separately with the SEC.

* The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form10-Q is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Global Blood Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form10-Q, irrespective of any general incorporation language contained in such filing.

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 thereunto duly authorized.

	Global Blood Therapeutics, Inc.
Date: March 29, 2019	By:	/s/ Ted W. Love, M.D.
		Ted W. Love, M.D. President and Chief Executive Officer (Principal Executive Officer)
Date: March 29, 2019	By:	/s/ Jeffrey Farrow
		Jeffrey Farrow Chief Financial Officer (Principal Financial Officer)