G1 THERAPEUTICS, INC. (NASDAQ:GTHX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

G1 THERAPEUTICS, INC. (NASDAQ:GTHX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

As previously disclosed in the Registration Statement for the
initial public offering (the IPO) of the common stock of G1
Therapeutics, Inc. (the Company), in connection with the closing
of the IPO, which occurred on May22, 2017, Timothy E. Sullivan
and Peter Kolchinsky, Ph.D. resigned as members of the Companys
board of directors effective immediately prior to the closing of
the IPO.

Item5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

Amendment and Restatement of Certificate of
Incorporation

On May22, 2017, the Company filed an amended and restated
certificate of incorporation (the Restated Certificate) with the
Secretary of State of the State of Delaware in connection with
the closing of the IPO. The Companys board of directors and
stockholders previously approved the Restated Certificate
effective as of and contingent upon the closing of the IPO.

A copy of the Restated Certificate is furnished herewith as
Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

The Company also adopted amended and restated bylaws (the
Restated Bylaws) in connection with the closing of the IPO. The
Companys board of directors and stockholders previously approved
the Restated Bylaws effective as of and contingent upon the
closing of the IPO.

A copy of the Restated Bylaws is furnished herewith as Exhibit
3.2 and is incorporated herein by reference.

Item8.01. Other Events.

On May22, 2017, we closed our initial public offering of
7,781,564 shares of our common stock at a price of $15.00 per
share, less underwriting discounts and commissions. The initial
public offering included the sale of 781,564 shares to the
underwriters over-allotment option. A copy of the press release
announcing the information contained in this Item8.01 is being
filed herewith as Exhibit 99.1 and the information contained
therein is incorporated by reference into this Current Report on
Form 8-K.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of G1
Therapeutics, Inc.
3.2 Amended and Restated Bylaws of G1 Therapeutics, Inc.
99.1 Press Release dated May 23, 2017.


About G1 THERAPEUTICS, INC. (NASDAQ:GTHX)

G1 Therapeutics, Inc. is a United States-based clinical-stage biopharmaceutical company. The Company is engaged in developing small-molecule therapies for the treatment of cancer. Its two clinical-stage candidates are trilaciclib (G1T28) and G1T38, which are potent, selective inhibitors of the validated kinase targets CDK4/6. Trilaciclib and G1T38 are designed to be combined and enhance the anti-tumor activity of current therapies. It is also developing G1T48, an oral selective estrogen receptor degrader (SERD) for the treatment of breast cancer. The Company is evaluating trilaciclib in three Phase II clinical trials. G1T38 is being evaluated in combination with Faslodex in a Phase I b/II a trial for patients with estrogen receptor-positive, HER2-negative breast cancer.

G1 THERAPEUTICS, INC. (NASDAQ:GTHX) Recent Trading Information

G1 THERAPEUTICS, INC. (NASDAQ:GTHX) closed its last trading session up +0.24 at 16.81 with 50,517 shares trading hands.

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