This Amendment No. 2 to Schedule 14D-9 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9) previously filed by G1 Therapeutics, Inc., a Delaware corporation (the Company), with
the U.S. Securities and Exchange Commission (the SEC) on August 20, 2024, and amended on September 5, 2024 (as amended or supplemented from time to time, the Schedule 14D-9) relating to the offer by
Genesis Merger Sub, Inc., a Delaware corporation (Purchaser) and indirect wholly-owned subsidiary of Pharmacosmos A/S, a Danish Aktieselskab (Parent), to acquire any and all of the issued and
outstanding shares of common stock, $0.0001 par value per share (the Shares) of the Company at a purchase price of $7.15 per Share, net to the seller thereof in cash, without interest and less any required withholding taxes upon
the terms and subject to the conditions set forth in the Offer to Purchase, dated August 20, 2024 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (which,
together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the Offer). The Offer is described in a Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on
August 20, 2024.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by
reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Explanatory Note:
As previously disclosed, on
August 23, 2024, Neal Gagner, a purported stockholder of the Company, filed a complaint in the United States District Court for the Western District of Wisconsin, captioned Gagner v. G1 Therapeutics Inc., et al., Case
No. 3:24-cv-00593; on August 27, 2024, Anthony Morgan, a purported stockholder of the Company, filed a complaint in the Supreme Court of the State of New York, County of New York, captioned Morgan v. G1 Therapeutics, Inc., et
al., Index No. 654409/2024; also on August 27, 2024, Richard Lawrence, a purported stockholder of the Company, filed a complaint in the Supreme Court of the State of New York, County of New York, captioned Lawrence v. G1
Therapeutics, Inc., et al., Index No. 654430/2024; and on August 28, 2024, Brian Nielsen, a purported stockholder of the Company, filed a complaint in the United States District Court for the Southern District of New York,
captioned Nielsen v. G1 Therapeutics, Inc., et al., Case No. 1:24-cv-06493 (collectively, the Complaints). The Complaints name as defendants the Company and each member of the Board. The Complaints allege
that the defendants violated certain federal and state laws, including Sections 14(d), 14(e), and 20(a) of the Exchange Act and Rule 14d-9 promulgated thereunder, and New York common law for purported negligence and negligent
misrepresentation and concealment, by omitting and/or misrepresenting certain material facts related to the transaction from the Schedule 14D-9 filed by the Company on August 20, 2024. The Complaints seek, among other
relief, (i) injunctive relief preventing the consummation of the Merger until the Company corrects the alleged deficiencies in the Schedule 14D-9, (ii) rescission of the Merger Agreement or rescissory damages, (iii) an award
of plaintiffs costs and disbursements of the action, including attorneys and expert fees and expenses, and (iv) other relief as the courts deem just and proper. In addition to the Complaints, a motion for preliminary injunction
seeking to enjoin the consummation of the Merger was filed by the plaintiff in the Gagner Action on August 23, 2024. On September 4, 2024, the court in the Gagner Action scheduled a status conference between the parties for
September 6, 2024. On September 6, 2024, the plaintiff in the Gagner Action advised the court that a motion for preliminary injunction was unnecessary because the Company intended to file this Amendment, and as a result, requested
that all further proceedings be postponed. That same date, the court in the Gagner Action dismissed the plaintiffs motion for preliminary injunction as moot, canceled the scheduled status conference, and provided plaintiff with until
September 27, 2024 to dismiss the Gagner Action with prejudice. The defendants believe that the claims asserted in the Complaints are without merit.
Additionally, as previously disclosed, the Company has also received (a) one demand letter on August 26, 2024, sent on behalf of David Warhaft, a
purported stockholder of the Company, (b) one demand letter on August 27, 2024, sent on behalf of Dennis Hageman, a purported stockholder of the Company, (c) seven demand letters on August 28, 2024, sent on behalf of each of
Christopher Scott, Ari Malowitzky, The Krausz Family Trust 2024, William Ballard, Vidhya Rajan, Keith McLemore and Marc Waterman, each a purported stockholder of the Company, (d) one demand letter on August 29, 2024, sent on behalf of Sean
Riley, a purported stockholder of the Company, (e) one demand letter on August 30, 2024, sent on behalf of Plarent Kina, a purported stockholder of the Company and (f) one demand letter on September 2, 2024, sent on behalf of
Alfred Yarkony, a purported stockholder of the Company (collectively, the
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