8-K
filed September 18, 2024, 7:59 PM ET
CIK 0001560241
M&A
confidence high
sentiment neutral
materiality 1.00
G1 Therapeutics, Inc.: M&A transaction — Pharmacosmos completes acquisition of G1 Therapeutics for $405M; shares delisted
G1 Therapeutics, Inc.
- Tender offer expired with 39,486,447 shares (74.64%) tendered; all conditions satisfied.
- G1 stockholders receive $7.15/share cash; total equity value ~$405M.
- Shares delisted from Nasdaq; G1 becomes indirect wholly owned subsidiary of Pharmacosmos.
- Board and officers replaced; Josh Franklin named CEO of surviving corporation.
- Loan agreement with Hercules Capital repaid in full and terminated.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
John E. Bailey, Jr. departed as other_named_officer at G1 Therapeutics, Inc..
- Action
- ceased serving
Exact text from the filing
each of John E. Bailey, Jr., Mark Avagliano, Rajesh K. Malik, M.D., Terry L. Murdock, and John W. Umstead V ceased serving as an officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John E. Bailey, Jr. resigned as director at G1 Therapeutics, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of John E. Bailey, Jr., Cynthia L. Flowers, Jacks Lee, Glenn P. Muir, Garry A. Nicholson, Alicia Secor and Norman E. Sharpless, M.D. resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jacks Lee resigned as director at G1 Therapeutics, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of John E. Bailey, Jr., Cynthia L. Flowers, Jacks Lee, Glenn P. Muir, Garry A. Nicholson, Alicia Secor and Norman E. Sharpless, M.D. resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cynthia L. Flowers resigned as director at G1 Therapeutics, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of John E. Bailey, Jr., Cynthia L. Flowers, Jacks Lee, Glenn P. Muir, Garry A. Nicholson, Alicia Secor and Norman E. Sharpless, M.D. resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Avagliano departed as other_named_officer at G1 Therapeutics, Inc..
- Action
- ceased serving
Exact text from the filing
each of John E. Bailey, Jr., Mark Avagliano, Rajesh K. Malik, M.D., Terry L. Murdock, and John W. Umstead V ceased serving as an officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Josh Franklin was appointed as director at G1 Therapeutics, Inc..
- Action
- became
- Role
- director
Exact text from the filing
the director of Purchaser, Josh Franklin, became the director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John W. Umstead V departed as other_named_officer at G1 Therapeutics, Inc..
- Action
- ceased serving
Exact text from the filing
each of John E. Bailey, Jr., Mark Avagliano, Rajesh K. Malik, M.D., Terry L. Murdock, and John W. Umstead V ceased serving as an officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rajesh K. Malik, M.D. departed as other_named_officer at G1 Therapeutics, Inc..
- Action
- ceased serving
Exact text from the filing
each of John E. Bailey, Jr., Mark Avagliano, Rajesh K. Malik, M.D., Terry L. Murdock, and John W. Umstead V ceased serving as an officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Terry L. Murdock departed as other_named_officer at G1 Therapeutics, Inc..
- Action
- ceased serving
Exact text from the filing
each of John E. Bailey, Jr., Mark Avagliano, Rajesh K. Malik, M.D., Terry L. Murdock, and John W. Umstead V ceased serving as an officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alicia Secor resigned as director at G1 Therapeutics, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of John E. Bailey, Jr., Cynthia L. Flowers, Jacks Lee, Glenn P. Muir, Garry A. Nicholson, Alicia Secor and Norman E. Sharpless, M.D. resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Norman E. Sharpless, M.D. resigned as director at G1 Therapeutics, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of John E. Bailey, Jr., Cynthia L. Flowers, Jacks Lee, Glenn P. Muir, Garry A. Nicholson, Alicia Secor and Norman E. Sharpless, M.D. resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Josh Franklin was appointed as Chief Executive Officer and President at G1 Therapeutics, Inc..
- Action
- became
- Role
- Chief Executive Officer and President
Exact text from the filing
Mr. Franklin, as Chief Executive Officer and President of Purchaser immediately prior to the Effective Time, became the Chief Executive Officer and President of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Garry A. Nicholson resigned as director at G1 Therapeutics, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of John E. Bailey, Jr., Cynthia L. Flowers, Jacks Lee, Glenn P. Muir, Garry A. Nicholson, Alicia Secor and Norman E. Sharpless, M.D. resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Glenn P. Muir resigned as director at G1 Therapeutics, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of John E. Bailey, Jr., Cynthia L. Flowers, Jacks Lee, Glenn P. Muir, Garry A. Nicholson, Alicia Secor and Norman E. Sharpless, M.D. resigned as directors of the Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
G1 Therapeutics, Inc. underwent a change of control involving Pharmacosmos A/S for $7.15 per share (closed 2024-09-18).
- Action
- change of control
- Counterparty
- Pharmacosmos A/S
- Consideration
- $7.15 per share
- Closing
- 2024-09-18
Exact text from the filing
“Offer”) to purchase all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, at a price of $7.15 per Share, net to the seller in cash, without interest and subject to any applicable withholding of taxes (the “Offer Price”). The Offer and related withdrawal rights expired at
View on SEC.gov
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