Invitae Corporation (NYSE:NVTA) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
On August3, 2017, Invitae Corporation (the “Company”) completed a private placement of 5,188,235 shares (the “Common Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price of $8.50 per share, and 3,458,823 shares of the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock” and, together with the Common Shares, the “Shares”), at a price of $8.50 per share, to certain accredited investors (the “Investors”). Gross proceeds to the Company from the private placement were approximately $73.5million, before deducting fees and certain expenses payable by the Company. The sale of the Shares was made to the terms of a Securities Purchase Agreement dated as of July31, 2017 among the Company and the Investors. The Company has agreed to register for resale the Shares issued in the private placement. The Securities Purchase Agreement, Registration Rights Agreement dated as of July 31, 2017 to which the Common Shares will be registered for resale, and the Amended and Restated Registration Rights Agreement dated as of July 31, 2017 to which the Series A Preferred Stock will be registered for resale, were described under Item 3.02 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August1, 2017.
The Shares issued in the Private Placement were sold in reliance on the exemption from registration provided by Section4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Investors. Cowen and Company, LLC and Leerink Partners LLC acted as joint placement agents for the Company in connection with the Private Placement and received fees of approximately $4.4million. The net proceeds to the Company from the private placement, after deducting the placement agent fees and other expenses payable by the Company, are expected to be approximately $68.8million.
The securities sold in the private placement have not been registered under the Securities Act of 1933 or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy shares of Common Stock, Series A Preferred Stock or any other securities of the Company.
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.
