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

Item1.01

On June11, 2017 (the Effective Date), Invitae Corporation
(Invitae) entered into a Stock Exchange Agreement (the Agreement)
with the stockholders named therein (the Selling Stockholders) of
Ommdom Inc., a Delaware corporation (Ommdom), as well as Jeff
Zisk solely in his capacity as agent of the Selling Stockholders,
to which Invitae acquired all of the outstanding capital stock of
Ommdom from the Selling Stockholders (the Acquisition). Ommdom
develops, commercializes and sells hereditary risk assessment and
management software, including CancerGene Connect, a cancer
genetic counseling platform. In connection with the Acquisition,
Invitae will issue shares of its common stock to the Selling
Shareholders as follows:

The Selling Stockholders (individually and with respect to
Ommdom) and Invitae each made certain customary representations,
warranties and covenants in the Agreement. In connection with the
closing, each Selling Stockholder agreed to certain
non-competition, non-solicitation and non-hire covenants as
further described in the Agreement. The Agreement also includes
(x)indemnification obligations in favor of Invitae from the
Selling Stockholders, including for breaches of representations,
warranties, covenants and agreements made by the Selling
Stockholders in the Agreement and (y)indemnification obligations
in favor of the Selling Stockholders from Invitae, including for
breaches of representations, warranties, covenants and agreements
made by Invitae 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, Ommdom
became a wholly owned subsidiary of Invitae.

As of June9, 2017, there were 42,935,737 shares of Invitae common
stock outstanding. As a result of the closing of the Acquisition,
the Selling Stockholders will beneficially own (based upon the
initial issuance contemplated by clause (i)above, but without
reference to the issuance contemplated by clause (ii)above)
approximately 1.4% of the outstanding shares of Invitae common
stock.

The shares of Invitae common stock issued to the Selling
Stockholders will be issued in reliance upon the exemption from
registration afforded by Section4(a)(2) of the Securities Act of
1933, as amended. Each Selling Stockholder made certain
representations as to such Selling Stockholder and that the
shares were being acquired for such Selling Stockholders 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 Stockholder 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 form of Agreement attached hereto as Exhibit 2.1 and which
is incorporated herein by reference.

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,
Ommdom or the Selling Stockholders. The Agreement contains
representations and warranties by the Selling Stockholders 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 Stockholders in connection

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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.

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.

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.

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.

On June12, 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.

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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.

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EXHIBIT INDEX

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.