Filed: 15 Mar 21, 4:23pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
|Commission File Number|
(IRS Employer Identification
|6000 Shoreline Court, Suite 300, South San Francisco, California||94080|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (650) 243-6300
(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:|
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value, $0.001 per share||VCYT||The Nasdaq Stock Market LLC|
|Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.|
|Emerging growth company ☐|
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 12, 2021, Veracyte, Inc., a Delaware corporation (“Veracyte") completed its previously announced acquisition of Decipher Biosciences, Inc., a Delaware corporation ("Decipher"), pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement") dated as of February 2, 2021.
Pursuant to the terms of the Merger Agreement, Decipher became a wholly owned subsidiary of Veracyte. At the closing, all outstanding shares of Decipher capital stock and options to purchase Decipher capital stock were cancelled in exchange for approximately $600 million in cash to existing Decipher securityholders, subject to customary purchase price adjustments. Fortis Advisors LLC, is acting as the stockholders' agent.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement, which will be filed as an exhibit to Veracyte's Quarterly Report on Form 10-Q for the three months ended March 31, 2021.
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.
|Dated:||March 15, 2021|
|By:||/s/ Keith Kennedy|
|Title:||Chief Financial Officer|
|(Principal Financial Officer)|