--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-088076" form_type: "8-K" ticker: null cik: "0001426332" company_name: "NGM BIOPHARMACEUTICALS INC" filed_at: "2024-04-05T23:59:59+00:00" generated_at: "2026-06-04T01:44:53.989389+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # NGM Bio completes $1.55/share acquisition by Column Group affiliate, goes private ## Summary - Tender offer closed April 4, 2024; 22,323,295 shares (27% of outstanding) validly tendered at $1.55 each. - Additional 39,516,567 shares contributed by TCG affiliates under rollover agreements for Parent shares. - Merger completed April 5, 2024; NGM Bio becomes wholly-owned private subsidiary of Parent. - Common stock delisted from Nasdaq prior to April 5 trading; deregistration to follow. - Three independent directors resigned as of Effective Time; CEO David Woodhouse remains as director. ## SEC filing metadata - accession: 0001193125-24-088076 - form_type: 8-K - cik: 0001426332 - company_name: NGM BIOPHARMACEUTICALS INC - filed_at: 2024-04-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1426332/000119312524088076/0001193125-24-088076-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1426332/000119312524088076/d813269d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-088076 - JSON: https://secwatch.observer/filing/0001193125-24-088076.json - Plain text: https://secwatch.observer/filing/0001193125-24-088076.txt ## Key facts - Executive change Carole Ho, M.D. resigned as Director at NGM BIOPHARMACEUTICALS INC. - Action: resigned - Role: Director source text: immediately following the Effective Time, the directors and officers of the Company immediately prior to the Effective Time became the directors and officers of the Surviving Corporation, except for each of Shelly D. Guyer, Carole Ho, M.D. and Suzanne Sawochka Hooper, who resigned as directors of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1426332/000119312524088076/0001193125-24-088076-index.htm - Executive change Suzanne Sawochka Hooper resigned as Director at NGM BIOPHARMACEUTICALS INC. - Action: resigned - Role: Director source text: immediately following the Effective Time, the directors and officers of the Company immediately prior to the Effective Time became the directors and officers of the Surviving Corporation, except for each of Shelly D. Guyer, Carole Ho, M.D. and Suzanne Sawochka Hooper, who resigned as directors of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1426332/000119312524088076/0001193125-24-088076-index.htm - Executive change Shelly D. Guyer resigned as Director at NGM BIOPHARMACEUTICALS INC. - Action: resigned - Role: Director source text: immediately following the Effective Time, the directors and officers of the Company immediately prior to the Effective Time became the directors and officers of the Surviving Corporation, except for each of Shelly D. Guyer, Carole Ho, M.D. and Suzanne Sawochka Hooper, who resigned as directors of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1426332/000119312524088076/0001193125-24-088076-index.htm - Governance Changes NGM BIOPHARMACEUTICALS INC: Amended and restated certificate of incorporation (effective 2024-04-05). - Change: charter amendment - Effective: 2024-04-05 source text: Pursuant to the terms of the Merger Agreement, on April 5, 2024, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1426332/000119312524088076/0001193125-24-088076-index.htm - Governance Changes NGM BIOPHARMACEUTICALS INC: Amended and restated bylaws (effective 2024-04-05). - Change: bylaw amendment - Effective: 2024-04-05 source text: Pursuant to the terms of the Merger Agreement, on April 5, 2024, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1426332/000119312524088076/0001193125-24-088076-index.htm - M&A Transactions NGM BIOPHARMACEUTICALS INC underwent a change of control involving Atlas Neon Parent, Inc. (affiliate of The Column Group, LP) for $1.55 per share in cash (closed 2024-04-05). - Action: change of control - Counterparty: Atlas Neon Parent, Inc. (affiliate of The Column Group, LP) - Consideration: $1.55 per share in cash - Closing: 2024-04-05 source text: all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “ Common Stock ”), other than the Rollover Shares (as defined below), in exchange for $1.55 per share of Common Stock in cash (the “ Offer Price ”), subject to and in accordance with the terms and conditions as set forth in the Offer to Purchase, dated March 8, 2024 (as evidence_url: https://www.sec.gov/Archives/edgar/data/1426332/000119312524088076/0001193125-24-088076-index.htm - Material Agreements NGM BIOPHARMACEUTICALS INC terminated Sale Agreement with Jefferies LLC (effective 2024-04-05). - Action: termination - Agreement: atm program - Counterparty: Jefferies LLC - Effective: 2024-04-05 source text: on April 5, 2024, NGM Biopharmaceuticals, Inc. (the “ Company ” or “ NGM Bio ”) terminated the Open Market Sale Agreement SM , dated as of June 5, 2020 (the “ Sale Agreement ”), as amended by that certain Amendment No. 1 to the Sale Agreement, dated June 7, 2023, by and between the Company and Jefferies LLC. evidence_url: https://www.sec.gov/Archives/edgar/data/1426332/000119312524088076/0001193125-24-088076-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.