Amended Current Report Filing (8-k/a)
October 15 2018 - 6:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2018
MYRIAD GENETICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-26642
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87-0494517
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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320 Wakara Way
Salt Lake City, Utah 84108
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (801)
584-3600
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
ITEM 2.01 Completion of Acquisition or Disposition of Assets.
On July 31, 2018, Myriad Genetics, Inc. (Myriad) completed its acquisition of Counsyl, Inc. (Counsyl), in
accordance with the terms of the previously announced Agreement and Plan of Merger (Merger Agreement), dated May 25, 2018, by and among Myriad, Cinnamon Merger Sub, Inc., a wholly owned subsidiary of Myriad (Merger
Subsidiary), Counsyl and Fortis Advisors LLC, as the representative of the securityholders of Counsyl. Pursuant to the terms of the Merger Agreement, Merger Subsidiary was merged with and into Counsyl, with Counsyl continuing as the surviving
corporation and wholly owned subsidiary of Myriad (the Merger).
On August 1, 2018, Myriad filed a Current Report on Form
8-K
(the Initial Form
8-K)
reporting its completion of the acquisition. Item 9.01(a) and (b) of the Initial Form
8-K
did not include the historical financial statements of Counsyl or the unaudited pro forma combined financial information of Myriad (collectively, the Financial Information), and instead contained an
undertaking subsequently to file the Financial Information, as permitted by Sections 9.01(a)(4) and 9.01(b)(2) of Form
8-K.
This amendment to the Initial Form
8-K
is
being filed for the purpose of satisfying Myriads undertaking to file the Financial Information required by Item 9.01(a) and (b) of Form
8-K,
and this amendment should be read in conjunction with
Initial Form
8-K.
ITEM 9.01 Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired
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The audited financial statements of Counsyl, Inc. as of and for the year ended December 31, 2017 and the unaudited consolidated financial
statements of Counsyl, Inc. as of March 31, 2018 and for the three-month periods ended March 31, 2018 and 2017, as required by Item 9.01(a) of Form
8-K,
are filed as Exhibit 99.1 and 99.2 to this
Current Report on Form
8-K/A
and are incorporated by reference herein.
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(b)
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Pro Forma Financial Information
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The following unaudited pro forma condensed combined financial statements, together with related explanatory notes, showing the pro forma
effect on Myriads financial statements, after giving effect to Myriads acquisition of Counsyl and other related pro forma events, are filed as Exhibit 99.3 to this Current Report on Form
8-K/A
and
are incorporated by reference herein: (i) balance sheet as of March 31, 2018, and (ii) statement of operations for the nine months ended March 31, 2018, and (iii) statement of operations for the fiscal year ended
June 30, 2017
Page 2
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Exhibit
Number
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Description
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2.1
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Agreement and Plan of Merger, dated May
25, 2018, by and among the Registrant, Myriad Merger Sub, Inc., a wholly owned subsidiary of the Registrant, Counsyl Inc., and Fortis Advisors LLC. (previously filed as Exhibit 10.18 to the Annual Report on Form
10-K
filed
on August 24, 2018 (File
No. 000-26642)
and incorporated herein by reference).
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23.1
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Consent of Independent Registered Public Accounting Firm for Counsyl, Inc.
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99.1
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Audited Financial Statements of Counsyl, Inc. as of and for the year ended December 31, 2017.
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99.2
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Unaudited consolidated financial statements of Counsyl, Inc. as of March 31, 2018 and for the three-month periods ended March 31, 2018 and 2017.
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99.3
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Unaudited Pro Forma Condensed Combined Financial Statements of Myriad Genetics, Inc. and Subsidiaries.
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Page 3
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 hereunto duly authorized.
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MYRIAD GENETICS, INC.
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Date: October 12, 2018
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By:
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/s/ R. Bryan Riggsbee
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R. Bryan Riggsbee
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Chief Financial Officer
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Page 4
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