Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2023


Invitae Corporation
(Exact name of the registrant as specified in its charter)

Delaware

001-36847

27-1701898

(State or other jurisdiction of

(Commission

(I.R.S. employer

incorporation or organization)

File Number)

identification number)

1400 16th Street, San Francisco, California 94103

(Address of principal executive offices, including zip code)

(415) 374-7782

(Registrant’s 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:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.0001 par value per share

NVTA

New York Stock Exchange

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. ☐


Item 3.01			Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 20, 2023, Invitae Corporation (the "Company") received a notice (the "Notice") from the New York Stock Exchange (the “NYSE”) that it was not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual ("Section 802.01C") because the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30 trading-day period.

In accordance with Section 802.01C, the Company notified the NYSE of its intent to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month period following the Company's receipt of the Notice if, on the last trading day of any calendar month during such period, the Company has (i) a closing price of at least $1.00 per share and (ii) an average closing price of at least $1.00 per share over the 30-trading day period ending on the last trading day of such month.

In addition, if necessary, the Company will seek stockholder approval at its 2024 annual meeting of stockholders of actions intended to cure the price deficiency and to be implemented promptly thereafter, in which event the minimum share price condition will be deemed cured under the NYSE's rules if the price of the Company's common stock promptly exceeds $1.00 per share and remains above that level for at least the following 30 trading days. There can be no assurance that the Company will be able to regain compliance with the NYSE’s minimum share price requirement and that the Company’s common stock will remain listed on the NYSE.

The Company's receipt of the Notice has no immediate impact on the listing of the Company’s common stock, subject to the Company’s compliance with the other continued listing requirements of the NYSE. The Notice does not affect ongoing business operations of the Company or its reporting requirements with the Securities and Exchange Commission, nor does it conflict with or cause an event of default or acceleration under any of the Company’s material debt or other agreements.


Item 7.01			Regulation FD Disclosure.

On September 22, 2023, the Company issued a press release regarding receipt of the Notice. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

99.1						Press release issued by Invitae Corporation dated September 22, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: September 22, 2023



INVITAE CORPORATION

By:						/s/ Thomas R. Brida
Name:						Thomas R. Brida
Title:						General Counsel

Invitae Receives Notice of Non-Compliance with NYSE

Minimum Share Price Continued Listing Standard

SAN FRANCISCO – September 22, 2023 – Invitae (NYSE: NVTA), a leading medical genetics company, today announced that it received a notice from the New York Stock Exchange (the "NYSE") on September 20, 2023, indicating the company is not currently in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the company's common stock over a consecutive 30 trading-day period was less than $1.00 per share. The NYSE notice has no immediate effect on the listing of the common stock on the NYSE, subject to the company's compliance with the NYSE's continued listing requirements.

Invitae has notified the NYSE that it intends to bring the company into compliance with the listing standards within the required cure period.

The NYSE notification described above does not affect the company’s business operations and does not conflict with or cause an event of default or acceleration under any of the company’s material debt or other agreements. During the cure period, Invitae’s common stock will continue to trade on the NYSE, subject to compliance with the other continued listing requirements.

About Invitae

Invitae (NYSE: NVTA) is a leading medical genetics company trusted by millions of patients and their providers to deliver timely genetic information using digital technology. We aim to provide accurate and actionable answers to strengthen medical decision-making for individuals and their families. Invitae's genetics experts apply a rigorous approach to data and research, serving as the foundation of their mission to bring comprehensive genetic information into mainstream medicine to improve healthcare for billions of people.

To learn more, visit invitae.com and follow for updates on Twitter, Instagram, Facebook and LinkedIn @Invitae.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the company’s plans to cure the minimum share price requirement, remain listed on the NYSE, and the effects on its business including without limitation the company’s material debt or other agreements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: the company’s ability to comply with the NYSE listing standards and regain compliance with the minimum share price requirement; the company's ability to grow its business in a cost-efficient manner; the company's history of losses; the company's ability to maintain important customer relationships; the company's ability to compete; risks associated with litigation; the company's ability to use rapidly changing genetic data to interpret test results accurately and consistently; security breaches, loss of data and other disruptions; laws and regulations applicable to the company's business; and the other risks set forth in the company's filings with the Securities and Exchange Commission, including the risks set forth in the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. These forward-looking

statements speak only as of the date hereof, and Invitae Corporation disclaims any obligation to update these forward-looking statements.

Invitae Contacts:

Investor Relations

Hoki Luk

ir@invitae.com

Public Relations

Amy Hadsock

pr@invitae.com

Cover	Sep. 20, 2023
Cover [Abstract]
Document Period End Date	Sep. 20, 2023
Entity Registrant Name	Invitae Corporation
Document Type	8-K
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36847
Entity Tax Identification Number	27-1701898
Entity Central Index Key	0001501134
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NVTA
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Address, Address Line One	1400 16th Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
City Area Code	415
Local Phone Number	374-7782
Entity Emerging Growth Company	false
Amendment Flag	false