Invitae Corporation (NYSE:NVTA) Files An 8-K Completion of Acquisition or Disposition of Assets

ME Staff 8-k

5 years ago

Invitae Corporation (NYSE:NVTA) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01

On July 16, 2019, Invitae Corporation (Invitae) completed its acquisition of Jungla Inc. (Jungla) in accordance with the terms of the Stock Purchase and Merger Agreement (the Agreement), dated as of July 11, 2019, among Invitae, Jumanji, LLC, a Delaware limited liability company and wholly-owned subsidiary of Invitae (Merger Sub), Jungla, the holders of all of the outstanding capital stock of Jungla (the Sellers), and Fortis Advisors LLC (solely in its capacity as representative of the Sellers), to which Invitae purchased 50% of the capital stock of Jungla from the Sellers and following which, as part of the same overall transaction, Jungla merged with and into Merger Sub, with Merger Sub continuing as the surviving entity in the merger and remaining a wholly-owned subsidiary of Invitae (the Transaction).

At the closing of the Transaction, Invitae issued an aggregate of 1,365,567 shares of its common stock and approximately $14.9 million in cash to the former securityholders of Jungla. Up to approximately $520,000 in cash and 203,129 additional shares of Invitaes common stock are subject to a hold back to satisfy indemnification obligations that may arise in connection with the Agreement. In addition, approximately $15 million, mostly in Invitaes common stock, will be payable in connection with the achievement of certain performance milestones within 24 months after the closing of the Transaction. A portion of the potential milestone consideration is also subject to offset by Invitae to satisfy indemnification obligations.

In connection with the Transaction, Invitae entered into a Registration Rights Agreement (the Registration Rights Agreement) with the Sellers, to which Invitae will register for resale on Form S-3 the shares of Invitaes common stock issued to the Sellers in the Transaction. The Registration Rights Agreement provides that such registration rights will expire at such time as such shares of Invitae common stock have been disposed of to the resale registration statement or to Rule 144 promulgated under the Securities Act of 1933, or as to any Seller when all of such Sellers shares may be sold to Rule 144 without limitation as to manner of sale restrictions or volume limitation.

The foregoing descriptions of the Transaction, the Agreement, the Registration Rights Agreement and the transactions contemplated thereby are not complete and are qualified in their entirety by the full text of the Agreement and the Registration Rights Agreement, which will be filed as exhibits to Invitaes Quarterly Report on Form 10-Q for the quarter ending June 30, 2019.

The information in Item 2.01 above is incorporated by reference herein. The shares of Invitaes common stock are issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On July 14, 2019, the Board of Directors (the Board) of Invitae, including all of the independent members of the Board, approved, on the recommendation of the Compensation Committee of the Board, an executive management incentive compensation plan for the 2019 fiscal year (the Plan). Under the Plan, Invitaes executive officers, as well as other specified senior level employees, are participants in the Plan and may be eligible to receive incentive compensation in the form of cash and performance restricted stock units (PRSUs) based on the level of achievement of a specified 2019 revenue goal. Eligibility to participate in the Plan and actual award amounts are not guaranteed and are determined at the discretion of the independent members of the Board upon the recommendation of the Compensation Committee of the Board. Potential payouts under the Plan may range from 0% to 115% of target cash and PRSU amounts. PRSUs awarded to the Plan vest as to 1/3 of the shares on the award date, with the remaining shares vesting over the 24 months starting on January 1, 2020, depending on eligibility and performance. Target cash and PRSU bonus amounts for Invitaes named executive officers are as follows: Sean E. George$200,000 and 120,000 PRSUs; Lee Bendekgey$170,000 and 110,000 PRSUs; and Katherine A. Stueland$170,000 and 110,000 PRSUs.

To the extent required by Item 9.01(a), Invitae intends to file the financial statements of Jungla as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

To the extent required by Item 9.01(b), Invitae intends to file the pro forma financial information of Invitae and Jungla as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

About Invitae Corporation (NYSE:NVTA)

Invitae Corporation (Invitae) utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process deoxyribonucleic acid (DNA)-containing samples, analyze information about patient-specific genetic variation and generate test reports for clinicians and their patients. The Company’s laboratory is located in San Francisco, California. The Company’s product is an assay of over 600 genes that can be used for multiple indications. The test includes multiple genes associated with hereditary cancer, neurological disorders, cardiovascular disorders and other hereditary conditions. The Company offers panels for over 120 conditions in hereditary cancer, cardiology, neuromuscular, pediatric and rare diseases. The Company offers full gene sequencing and deletion/duplication analysis as a standard for all of its tests. It has developed an offering that enables healthcare professionals to customize a test and receive test results at requisition.