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☑ ☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _to_ Commission file number : 001-38853 NGM BIOPHARMACEUTICALS , INC . ( Exact name of Registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 333 Oyster Point Boulevard 26-1679911 ( I.R.S. Employer Identification No. ) South San Francisco , California 94080 ( Address of principal executive offices and zip code ) Registrant's telephone number , including area code : ( 650 ) 243-5555 Securities registered pursuant to Section 12 ( b ) of the Act : Title of Each Class of Securities Registered Common Stock , par value $ 0.001 per share Trading Symbol NGM Name of Each Exchange on Which Registered The Nasdaq Stock Market LLC Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES ☐ NO Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . YES NO Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES > NO □ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . YES NO □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer ☐ ☐ Accelerated filer Smaller reporting company 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . o Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . YES □ NO The aggregate market value of the registrant's common stock held by non - affiliates of the registrant as of June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , was approximately $ 457 million , calculated based on the closing price of the registrant's common stock as reported by the Nasdaq Global Select Market . Excludes an aggregate of 45,585,585 shares of the registrant's common stock held as of such date by officers , directors and stockholders that the registrant has concluded are or were affiliates of the registrant . Exclusion of such shares should not be construed to indicate that the holder of any such shares possesses the power , direct or indirect , to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant . As of March 10 , 2021 , the number of outstanding shares of the registrant's common stock , par value $ 0.001 per share , was 76,692,401 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10 - K are incorporated by reference in Part III , Items 10-14 of this Annual Report on Form 10 - K .