Current Report Filing (8-k)
January 06 2021 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2021
NGM Biopharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-38853
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26-1679911
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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333 Oyster Point Boulevard
South San Francisco, California
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94080
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 243-5555
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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NGM
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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Item 2.02.
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Results of Operations and Financial Condition.
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On January 4, 2021, NGM Biopharmaceuticals, Inc. (the “Company”) filed a preliminary prospectus supplement (the
“Preliminary Prospectus Supplement”) to its effective shelf registration statement on
Form S-3 (File No. 333-238991) (the “Registration Statement”) pursuant to Rule 424(b) under the Securities Act of 1933,
as amended (the “Securities Act”), relating to an underwritten public offering of its common stock, par value $0.001 per share (the “Common Stock”). The Company included the following disclosure under
the heading “Prospectus Supplement Summary—Financial Update” in the Preliminary Prospectus Supplement:
“Our consolidated financial
statements for the year ended December 31, 2020 will not be available until after this offering is completed and consequently will not be available to you prior to investing in this offering. Based upon preliminary estimates and information
available to us as of the date of this prospectus supplement, we expect to report that we had approximately $295 million of cash, cash equivalents and short-term marketable securities as of December 31, 2020. We have not yet completed our
financial close process for the quarter and year ended December 31, 2020. This estimate of our cash, cash equivalents and short-term marketable securities as of December 31, 2020 is preliminary, has not been audited and is subject to
change upon completion of our financial statement closing procedures and the audit of our consolidated financial statements. Additional information and disclosures would be required for a more complete understanding of our financial position and
results of operations as of December 31, 2020.”
The information set forth in Item 2.02 of this Current Report
on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Public Offering of Common Stock
On January 5, 2021,
the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC, as representatives of the several underwriters
named therein (collectively, the “Underwriters”), relating to the public offering, issuance and sale of 4,629,630 shares of its common stock, par value $0.001 (“Common Stock”). The price to the public
in the offering is $27.00 per share of Common Stock. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 694,444 shares of Common Stock at the
public offering price, less underwriting discounts and commissions. The gross proceeds to the Company from the offering are expected to be approximately $125.0 million, before deducting underwriting discounts and commissions and other estimated
offering expenses payable by the Company, or approximately $143.7 million if the Underwriters exercise in full their option to purchase additional shares. The offering is expected to close on January 8, 2021, subject to customary closing
conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The offering is being made pursuant to the Registration Statement and an accompanying prospectus previously filed with the SEC and a preliminary and
final prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the
opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.
Updated Company Disclosure
The Company is filing information for the purpose of updating the risk factor disclosure contained in its prior public filings, including those discussed under
the heading “Item 1A. Risk Factors” in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 12, 2020. The Company is also supplementing
and updating certain aspects of the description of its business from that described under the heading “Item 1. Business” in its Annual Report on Form 10-K for the year ended December 31, 2019,
filed with the SEC on March 17, 2020. The updated Company disclosures are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating
to the Company’s cash, cash equivalents and short-term marketable securities as of December 31, 2020, and the size, timing and completion of the public offering. These forward-looking statements are based upon the Company’s current
expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks related to changes in the Company’s reported cash, cash equivalents and short-term
marketable securities as of December 31, 2020 due to the completion of financial closing procedures and the audit of the Company’s financial statements, and risks related to market conditions and the satisfaction of customary closing
conditions related to the public offering. There can be no assurance that the Company will be able to complete the public offering on the anticipated terms, or at all. For a discussion of other risks and uncertainties, and other important factors,
any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, see the section titled “Risk Factors” in Exhibit 99.1 hereto. Except as required by law, the Company assumes no
obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
SIGNATURES
Pursuant to the requirements 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 hereunto duly authorized.
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NGM Biopharmaceuticals, Inc.
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Dated: January 6, 2021
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By:
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/s/ Siobhan Nolan Mangini
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Siobhan Nolan Mangini
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Chief Financial Officer
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