Amended Current Report Filing (8-k/a)
January 26 2018 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: November 14, 2017
(Date of earliest event reported)
Invitae
Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-36847
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27-1701898
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. employer
identification number)
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1400 16th Street, San Francisco, California 94103
(Address of principal executive offices, including zip code)
(415)
374-7782
(Registrants telephone number, including area code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of
this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☒
EXPLANATORY NOTE
On November 14, 2017, Invitae Corporation (Invitae), filed a Current Report on Form
8-K
(the Original Form
8-K)
with the Securities and Exchange Commission (the Commission) to report the completion of its previously announced
acquisition of CombiMatrix Corporation (CombiMatrix) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of July 31, 2017 (the Merger Agreement), by and among Invitae, Coronado
Merger Sub, Inc., a wholly owned subsidiary of Invitae (Merger Sub), and CombiMatrix, pursuant to which Merger Sub merged with and into CombiMatrix, with CombiMatrix surviving as a wholly owned subsidiary of Invitae (the
Merger).
The audited financial statements of CombiMatrix as of and for the year ended December 31, 2016 required by
Item 9.01(a) were previously filed with the Commission on September 13, 2017 as part of Invitaes Registration Statement on Form
S-4
(No.
333-220447),
which was declared effective by the Commission on October 5, 2017. Pursuant to General Instruction B.3 of Form
8-K,
such financial statements were not required to be filed with the Original Form
8-K.
Invitae stated in the Original Form
8-K
that it intended to file the interim financial statements of CombiMatrix required by Item 9.01(a) and the pro forma financial
information required by Item 9.01(b) as part of an amendment to the Original Form
8-K
not later than 71 calendar days after the date the Original Form
8-K
was required
to be filed. Invitae hereby amends the Original Form
8-K
in order to file (i) the historical unaudited consolidated financial statements of CombiMatrix as of September 30, 2017 and for the three and
nine months ended September 30, 2017 and September 30, 2016 as required by Item 9.01(a) and (ii) the pro forma condensed combined financial information of Invitae as required by Item 9.01(b), and, for ease of reference, is
also filing herewith the audited historical consolidated financial statements of CombiMatrix as of and for the year ended December 31, 2016 included in Exhibit 99.2.
Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired.
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The audited consolidated financial statements of
CombiMatrix as of and for the year ended December 31, 2016, together with the report thereon of Haskell & White LLP included in the audited consolidated financial statements of CombiMatrix as of December 31, 2016 and
December 31, 2015 and for each of the years then ended, are attached hereto as Exhibit 99.2.
The unaudited consolidated balance
sheet of CombiMatrix as of September 30, 2017, and the unaudited consolidated statements of operations of CombiMatrix for the three and nine months ended September 30, 2017 and September 30, 2016, are attached hereto as Exhibit 99.3.
(b)
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Pro Forma Financial Information.
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The unaudited pro forma condensed combined balance sheet of
Invitae as of September 30, 2017, and the unaudited pro forma condensed combined statements of operations of Invitae for the year ended December 31, 2016 and for the nine months ended September 30, 2017, each giving effect to the Merger, are
attached hereto as Exhibit 99.4.
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Exhibit
No.
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Description
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2.1*^
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Agreement and Plan of Merger and Reorganization, dated as of July 31, 2017, by and among Invitae Corporation, Coronado Merger Sub, Inc. and CombiMatrix
Corporation (incorporated by reference to Exhibit 2.1 to Invitae Corporations Current Report on Form 8-K filed on August 1, 2017).
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23.1
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Consent of Haskell & White LLP.
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99.1*
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Press release issued by Invitae Corporation on November 15, 2017.
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99.2
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Audited consolidated financial statements of CombiMatrix Corporation as of and for the year ended December
31, 2016 included in the audited consolidated financial statements of CombiMatrix Corporation as of December 31, 2016 and December 31, 2015 and for the years then ended.
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99.3
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Unaudited consolidated balance sheet of CombiMatrix Corporation as of September 30, 2017, and the unaudited consolidated statements of operations of CombiMatrix Corporation for the three and nine months ended
September 30, 2017 and September 30, 2016.
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99.4
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Unaudited pro forma condensed combined balance sheet of Invitae as of September
30, 2017, and the unaudited pro forma condensed combined statements of operations of Invitae for the year ended December 31, 2016 and for the nine months ended September 30, 2017.
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^
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The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
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SIGNATURE
Pursuant 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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Dated: January 26, 2018
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INVITAE CORPORATION
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By:
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/s/ Shelly D. Guyer
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Name:
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Shelly D. Guyer
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Title:
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Chief Financial Officer
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