10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

For the quarterly period ended March 31, 2021

OR

Commission file number: 001-36014

AGIOS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

(617) 649-8600

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☐

Number of shares of the registrant’s Common Stock, $0.001 par value, outstanding on April 23, 2021: 61,574,283

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Agios Pharmaceuticals, Inc. (the “Company”) for the quarter ended March 31, 2021, originally filed with the Securities and Exchange Commission on April 29, 2021 (the “Original Form 10-Q”), is being filed solely to correct the number of outstanding shares of the Company’s common stock, as of April 23, 2021, listed on the cover page to 61,574,283.

This Amendment is limited in scope to the correction described above and does not amend, update, or change any other items or disclosures contained in the Original Form 10-Q. Accordingly, all other items that remain unaffected are omitted in this filing. Except as described in the preceding paragraph, this Amendment does not update any of the information contained in the Original Form 10-Q, which continues to speak as of the original filing date of the Original Form 10-Q.

2

As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are filing as exhibits to this Amendment the certifications required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Company’s principal executive officer and principal financial officer. The Company is omitting paragraphs 3, 4 and 5 of such certifications because no financial statements have been included in this Amendment and because this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K. The Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 because no financial statements have been included in this Amendment.​​​​​​​

Item 6. Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jacqualyn A. Fouse, certify that:

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jonathan Biller, certify that: