As filed with the Securities and Exchange Commission on September 15, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Invitae Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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27-1701898
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1400 16th Street
San Francisco, CA 94103
(415) 374-7782
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Sean E. George, Ph.D.
President and Chief Executive Officer
Invitae Corporation
1400
16th Street
San Francisco, CA 94103
(415) 374-7782
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Thomas R. Brida
General Counsel
Invitae
Corporation
1400 16th Street
San Francisco, CA 94103
(415) 374-7782
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Mike Hird
Gabriella A. Lombardi
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo
Alto, CA 94304-1115
(650) 233-4500
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Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective, as determined by market conditions and other factors.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Non-accelerated filer
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☐
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Accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee(2)
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Common Stock, $0.0001 par value per share
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6,274,053 shares
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$30.08
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$188,723,514
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$20,590
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933 (the Securities Act), this Registration
Statement also covers any additional shares of the Registrants common stock that becomes issuable by reason of any stock dividend, stock split, recapitalization or other similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act based on the average of the high and low prices of the Registrants common stock on The New York Stock Exchange on September 14, 2021.
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