Invitae Corporation (NASDAQ:NVTA) Files An 8-K Entry into a Material Definitive Agreement

Invitae Corporation (NASDAQ:NVTA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

On January6, 2017 (the Effective Date), Invitae Corporation
(Invitae) entered into a Stock Purchase Agreement (the Agreement)
with the shareholders named therein (the Selling Shareholders) of
PatientCrossroads, Inc., a California corporation
(PatientCrossroads), as well as Kyle Brown solely in his capacity
as agent of the Selling Shareholders, to which Invitae acquired
all of the outstanding capital stock of PatientCrossroads from
the Selling Shareholders (the Acquisition). In connection with
the Acquisition, Invitae will issue shares of its common stock to
the Selling Shareholders as follows:

(a) an aggregate of approximately 646,808 shares within 10
business days after the Effective Date, with such initial
share amount being the quotient of (i)$5,000,000 less an
adjustment amount (based upon transaction expenses and a net
working capital adjustment) divided by (ii)the trailing
average share price of Invitae common stock for the 30 days
preceding the Effective Date;
(b) on March31, 2018, an amount of shares equal to the quotient
of (i)$5,000,000 divided by (ii)the trailing average share
price of Invitae common stock for the 30 days preceding
March31, 2018;
(c) if a milestone based on a certain threshold of certain
revenue is achieved during 2017, then on March31, 2018, an
amount of shares equal to the quotient of (i)$5,000,000
divided by (ii)the trailing average share price of Invitae
common stock for the 30 days preceding March31, 2018; and
(d) if the foregoing milestone-based shares are not issued yet a
milestone based on a minimum threshold of certain revenue is
achieved during 2017 and 2018, then on March31, 2019, an
amount of shares equal to the quotient of (i)between
$2,000,000 and $5,000,000 (depending upon the amount, if any,
by which the certain revenue exceeds the minimum threshold)
divided by (ii)the trailing average share price of Invitae
common stock for the 30 days preceding March31, 2019.

The Selling Shareholders individually, certain principal Selling
Shareholders as to PatientCrossroads, and Invitae made certain
customary representations, warranties and covenants in the
Agreement.In connection with the closing, each Selling
Shareholder agreed to (i)accept employment by Invitae upon the
terms offered in individual offer letters and (ii)certain
non-competition, non-solicitation and non-hire covenants as
further described in the Agreement. The Agreement also includes
indemnification obligations in favor of Invitae from the Selling
Shareholders, including for breaches of representations,
warranties, covenants and agreements made by the Selling
Shareholders in the Agreement.

The closing of the Acquisition was not subject to approval by any
applicable governmental entity or the approval of the
stockholders of Invitae. As a result of the Acquisition,
PatientCrossroads became a wholly owned subsidiary of Invitae.

As of January6, 2017, there were 41,143,513 shares of Invitae
common stock outstanding.As a result of the closing of the
Acquisition, the Selling Shareholders will beneficially own
(based upon the initial issuance contemplated by clause (a)above,
but without reference to the issuances contemplated by clauses
(b), (c)or (d)above) approximately 1.5% of the outstanding shares
of Invitae common stock.

The shares of Invitae common stock issued to the Selling
Shareholders were issued in reliance upon the exemption from
registration afforded by Section4(a)(2) of the Securities Act of
1933, as amended. Each Selling Shareholder made certain
representations as to such Selling Shareholder and that the
shares were being acquired for such Selling Shareholders own
account for investment purposes only and not with a view to, or
for sale in connection with, any distribution thereof, and that
such Selling Shareholder could bear the risks of the investment
and could hold the shares for an indefinite period of time.

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to a copy
of the Agreement attached hereto as Exhibit 2.1 and which is
incorporated herein by reference.

2

The Agreement has been included to provide investors and security
holders with information regarding its terms. It is not intended
to provide any other factual information about Invitae,
PatientCrossroads or the Selling Shareholders. The Agreement
contains representations and warranties by the Selling
Shareholders and by Invitae, made solely for the benefit of the
other.The assertions embodied in those representations and
warranties are qualified by information in confidential
disclosure schedules delivered by the Selling Shareholders in
connection with the signing of the Agreement. Certain
representations and warranties in the Agreement were made as of a
specified date, may be subject to a contractual standard of
materiality different from what might be viewed as material to
investors, or may have been used for the purpose of allocating
risk between the Selling Stockholders and Invitae. Accordingly,
the representations and warranties in the Agreement should not be
relied on by any persons as characterizations of the actual state
of facts at the time they were made or otherwise. In addition,
information concerning the subject matter of the representations
and warranties may change after the date of the Agreement, which
subsequent information may or may not be fully reflected in
Invitaes public disclosures.

Item2.01 Completion of Acquisition or Disposition of
Assets.

The information required to be disclosed under this Item2.01 is
set forth in Item1.01 above and is incorporated by reference into
this Item2.01.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The information required to be disclosed under this Item2.03 is
set forth in Item1.01 above and is incorporated by reference into
this Item2.03.

Item3.02 Unregistered Sales of Equity Securities

The information required to be disclosed under this Item3.02 is
set forth in Item1.01 above and is incorporated by reference into
this Item3.02.

Item8.01 Other Events

On January6, 2017, Invitae issued a press release with respect to
the Acquisition. A copy of such press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Description

[email protected]* Stock Purchase Agreement dated as of January 6, 2017 by and
among Invitae Corporation, each of the selling shareholders
listed on Schedule 1 thereto, and the sellers agent.
99.1 Press release issued by Invitae Corporation on January 6,
2017.
@ The schedules and exhibits to this agreement have been
omitted to Item601(b)(2) of Regulation S-K. A copy of any
omitted schedule and/or exhibit will be furnished to the SEC
upon request.
* Portions of this exhibit (indicated by asterisks) have been
omitted to a request for confidential treatment and have been
separately filed with the SEC.

3

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: January6, 2017

INVITAE CORPORATION
By: /s/ Lee Bendekgey
Name: Lee Bendekgey
Title: Chief Financial Officer, General Counsel and Secretary

4

EXHIBIT INDEX

ExhibitNo.

Description

[email protected]* Stock Purchase Agreement dated as of January6, 2017 by and
among Invitae Corporation, each of the selling shareholders
listed on Schedule 1 thereto, and the sellers agent.
99.1 Press release issued by Invitae Corporation on January6,
2017.
@ The schedules and exhibits to this agreement have been
omitted to Item601(b)(2) of Regulation S-K. A copy of any
omitted schedule and/or exhibit will be furnished to the SEC
upon request.
* Portions of this exhibit (indicated by asterisks) have been
omitted
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