GENMARK DIAGNOSTICS, INC. (NASDAQ:GNMK) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On June13, 2017, GenMark Diagnostics, Inc., a Delaware
corporation (the Company), entered into an Underwriting Agreement
(the Underwriting Agreement) with J.P. Morgan Securities LLC and
Merrill Lynch, Pierce, Fenner Smith Incorporated acting as joint
book-running managers and as representatives of the underwriters
named therein (the Underwriters) relating to the issuance and
sale of 6,382,978 shares of the Companys common stock, par value
$0.0001 per share (the Offering). The price to the public in the
Offering is $11.75 per share, before underwriting discounts and
commissions. Under the terms of the Underwriting Agreement, the
Company has granted the Underwriters an option, exercisable for
30 days, to purchase up to an additional 957,446 shares of common
stock. The net proceeds to the Company from the Offering are
expected to be approximately $70.1million, after deducting
underwriting discounts and commissions and estimated Offering
expenses payable by the Company, assuming no exercise by the
Underwriters of its option to purchase additional shares of
common stock. The transactions contemplated by the Underwriting
Agreement are expected to close on June19, 2017, subject to the
satisfaction of customary closing conditions.

The Offering is being made to the Companys shelf registration
statement on Form S-3 (File No.333-212010) which became effective
on July18, 2016, as supplemented by a preliminary and final
prospectus supplement thereunder, filed with the Securities and
Exchange Commission to Rule 424(b) under the Securities Act of
1933, as amended (the Securities Act).

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act,
other obligations of the parties and termination provisions. A
copy of the Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report and is incorporated herein by reference. The
foregoing description of the terms of the Underwriting Agreement
is qualified in its entirety by the Underwriting Agreement.

The legal opinion, including the related consent, of DLA Piper
LLP (US) relating to the legality of the issuance and sale of the
shares of the Companys common stock in the Offering is filed as
Exhibit 5.1 to this Current Report.

This Current Report contains forward-looking statements that
involve risk and uncertainties, such as statements related to the
anticipated closing of the Offering and the amount of net
proceeds expected from the Offering. The risks and uncertainties
involved include the Companys ability to satisfy certain
conditions to closing on a timely basis or at all, as well as
other risks detailed from time to time in the Companys Securities
and Exchange Commission filings.

On June12, 2017, the Company issued a press release announcing
that it had commenced the Offering, and on June13, 2017, the
Company issued a press release announcing that it had priced the
Offering. Copies of these press releases are attached as Exhibits
99.1 and 99.2 hereto, respectively.

(d)The following exhibits are filed with this Current Report:

About GENMARK DIAGNOSTICS, INC. (NASDAQ:GNMK)

GenMark Diagnostics, Inc. (GenMark) is a molecular diagnostics company. The Company focuses on developing and commercializing its eSensor detection technology. Its eSensor electrochemical technology detects multiple distinct biomarkers in a single sample. It sells its XT-8 instrument and related diagnostic and research tests (XT-8 system) in the United States. It has developed and intends to commercially launch its sample-to-answer ePlex instrument and its associated diagnostic tests, which it collectively refers to as its ePlex system, in Europe and the United States. It operates in the development, manufacturing, sales and support of instruments and molecular tests based on its eSensor detection technology segment. Over four of its diagnostic tests, which run on its XT-8 instrument, have received United States Food and Drug Administration clearance, including Cystic Fibrosis Genotyping Test, Warfarin Sensitivity Test, Thrombophilia Risk Test and Respiratory Viral Panel.