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EX-23.1 - EX-23.1 - G1 Therapeutics, Inc.d128073dex231.htm
EX-5.1 - EX-5.1 - G1 Therapeutics, Inc.d128073dex51.htm

As filed with the Securities and Exchange Commission on May 16, 2017

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

G1 THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2834   26-3648180

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

 

79 T.W. Alexander Drive

4501 Research Commons, Suite 100

Research Triangle Park, NC 27709

(919) 213-9835

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Mark A. Velleca, M.D., Ph.D.

President and Chief Executive Officer

G1 Therapeutics, Inc.

79 T.W. Alexander Drive

4501 Research Commons, Suite 100

Research Triangle Park, NC 27709

(919) 213-9835

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jonathan L. Kravetz, Esq.

Megan N. Gates, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.

One Financial Center

Boston, MA 02111

(617) 542-6000

 

Michael D. Maline, Esq.

Edwin M. O’Connor, Esq.

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

(212) 813-8800

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ Registration No. 333-217285

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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  ☐

Non-accelerated filer  ☒ (Do not check if a smaller reporting  company)

 

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 7(a)(2)(B) of the Securities Act.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered

   Amount to be
Registered(1)
   Proposed
Maximum
Offering Price
Per Share
   Proposed
Maximum
Aggregate
Offering Price
   Amount of
Registration
Fee(2)

Common stock, $0.0001 par value per share

   862,500    $15.00    $12,937,500.00    $1,499.46

 

(1) Represents only the additional number of shares of common stock being registered hereby, which includes up to 112,500 shares that may be purchased by the underwriters upon the exercise of their option to purchase additional shares. Does not include 7,187,500 shares of common stock that the Registrant previously registered on the registration statement on Form S-1 (File No. 333-217285).
(2) The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). The registrant previously registered securities at an aggregate offering price not to exceed $122,187,500 on a Registration Statement on Form S-1 (File No. 333-217285), which was declared effective by the Securities and Exchange Commission on May 16, 2017. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $12,937,500 is hereby registered.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement on Form S-1 relates to the public offering of common stock of G1 Therapeutics, Inc. contemplated by the registration statement on Form S-1 (File No. 333-217285), as amended, filed by G1 Therapeutics, Inc. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the Commission on May 16, 2017 (the “Prior Registration Statement”). This registration statement is filed pursuant to Rule 462(b) promulgated under the Securities Act, solely to increase the number of shares of common stock to be offered in the public offering by 862,500 shares, which includes up to 112,500 shares that may be purchased by the underwriters upon the exercise of their option to purchase additional shares. The contents of the Prior Registration Statement, including all exhibits thereto, are hereby incorporated by reference herein.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Research Triangle Park, North Carolina, on the 16th day of May, 2017.

 

G1 THERAPEUTICS, INC.
/s/ Mark A. Velleca, M.D., Ph.D.

Mark A. Velleca, M.D., Ph.D.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

 

Name

  

Title

 

Date

/s/    Mark A. Velleca, M.D., Ph.D.         

Mark A. Velleca, M.D., Ph.D.

  

Chief Executive Officer, President and Director

(principal executive officer)

  May 16, 2017

/s/    Gregory J. Mossinghoff        

Gregory J. Mossinghoff

  

Chief Business Officer

(principal financial officer)

  May 16, 2017

/s/    Jennifer K. Moses        

Jennifer K. Moses

  

Vice President of Finance and Administration

(principal accounting officer)

  May 16, 2017

*

Seth A. Rudnick, M.D.

   Chairman of the Board   May 16, 2017

*

Fredric N. Eshelman, Pharm.D.

   Director   May 16, 2017

*

Peter Kolchinsky, Ph.D.

   Director   May 16, 2017

*

Glenn P. Muir

   Director   May 16, 2017

*

Tyrell J. Rivers, Ph.D.

   Director   May 16, 2017

*

Christy L. Shaffer, Ph.D.

   Director   May 16, 2017

*

Timothy E. Sullivan

   Director   May 16, 2017

 

     
*By:   /s/ Gregory J. Mossinghoff       May 16, 2017
  Gregory J. Mossinghoff, Attorney-in-fact        


EXHIBIT INDEX

 

Exhibit

Number

  

Description of Exhibit

5.1    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
23.1    Consent of PricewaterhouseCoopers LLP.
23.2    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).
24.1*    Power of Attorney.

 

* Included on the signature page to the Registrant’s registration statement on Form S-1 (File No. 333-217285), filed with the Securities and Exchange Commission on April 13, 2017, and incorporated by reference herein.