SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 8.01|| |
On January 21, 2021, Invitae Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the several underwriters named in the Underwriting Agreement (the “Underwriters”) for whom J.P. Morgan Securities, LLC, Morgan Stanley & Co. LLC and Cowen and Company, LLC are acting as representatives, relating to the public offering of 7,766,990 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at an offering price to the public of $51.50 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,165,048 shares of Common Stock, which option was exercised in full. The offering closed on January 26, 2021, resulting in approximately $434.3 million of net proceeds to the Company after deducting underwriting discounts and commissions and estimated offering expenses. The offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-230053), that was filed with the Securities and Exchange Commission and became automatically effective on March 4, 2019, including the related prospectus, dated March 4, 2019, as supplemented by the prospectus supplement dated January 21, 2021. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Underwriting Agreement. A copy of the legal opinion relating to the legality of the issuance and sale of Common Stock in the offering is attached hereto as Exhibit 5.1.
On January 21, 2021, the Company issued a press release announcing the pricing of the offering, and on January 26, 2021, the Company issued a press release announcing the closing of the offering. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
|Item 9.01|| |
Financial Statements and Exhibits.
|1.1||Underwriting Agreement dated as of January 21, 2021 among the Company and J.P. Morgan Securities, LLC, Morgan Stanley & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters.|
|5.1||Opinion of Pillsbury Winthrop Shaw Pittman LLP.|
|23.1||Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).|
|99.1||Press Release dated January 21, 2021.|
|99.2||Press Release dated January 26, 2021.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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.
|Date: January 26, 2021||By:|
|Name:||Shelly D. Guyer|
|Title:||Chief Financial Officer|