Current Report Filing (8-k)
March 06 2019 - 4:55PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 5, 2019
(Date of earliest event reported)
Invitae
Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-36847
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27-1701898
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. employer
identification number)
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1400 16th Street, San Francisco, California 94103
(Address of principal executive offices, including zip code)
(415)
374-7782
(Registrants telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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 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 8.01 Other Events.
On March 5, 2019, Invitae Corporation (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with the several underwriters named in the Underwriting Agreement (the Underwriters) for whom J.P. Morgan Securities, LLC, Cowen and Company, LLC and SVB Leerink LLC are acting as representatives, relating to the public
offering of 9,000,000 shares of the Companys common stock, $0.0001 par value per share (Common Stock), at an offering price to the public of $19.00 per share. Under the terms of the Underwriting Agreement, the Company granted the
Underwriters a
30-day
option to purchase up to an additional 1,350,000 shares of Common Stock. The offering is being made pursuant to the Companys automatic shelf registration statement on
Form S-3ASR (File
No. 333-230053),
that was filed with the Securities and Exchange Commission and became automatically effective on March 4, 2019, including the related prospectus, dated March
4, 2019, as supplemented by the prospectus supplement dated March 5, 2019. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Underwriting Agreement. A copy of the legal opinion relating to the legality of the issuance and sale of Common Stock in the offering is
attached hereto as Exhibit 5.1.
On March 5, 2019, the Company issued a press release announcing the pricing of the offering. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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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INVITAE CORPORATION
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Date: March 6, 2019
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By:
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/s/ Shelly D. Guyer
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Name:
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Shelly D. Guyer
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Title:
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Chief Financial Officer
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