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 (Date of earliest event reported): March 2, 2022
INVITAE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-36847 | 27-1701898 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1400 16th Street, | ||
San Francisco, California | 94103 | |
(Address of principal executive offices) | (Zip Code) |
(415) 374-7782 |
(Registrant’s 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:
☐ | 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, $0.0001 par value per share | NVTA | The New York Stock Exchange LLC |
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 2, 2022, Invitae Corporation (the “Company”) filed a prospectus supplement relating to the offer and sale from time to time of shares of its common stock, $0.0001 par value per share, with an aggregate offering price of up to $400,000,000 (the “Shares”) pursuant to the Company’s existing “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933 and the Sales Agreement, dated May 4, 2021, with Cowen and Company, LLC (the “Agreement”). A copy of the opinion of Pillsbury Winthrop Shaw Pittman LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto. As of March 2, 2022, no sales of Shares have been made under the Agreement.
The Shares will be sold pursuant to the Company’s automatic shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission and became effective automatically on March 2, 2022, including the related prospectus, dated March 2, 2022, as supplemented by the prospectus supplement dated March 2, 2022.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
5.1 | Opinion of Pillsbury Winthrop Shaw Pittman LLP. | |
23.1 | Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). | |
104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). |
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.
Dated: March 2, 2022
INVITAE CORPORATION | ||
By: | /s/ Thomas R. Brida | |
Name: | Thomas R. Brida | |
Title: | General Counsel |