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 and 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)
Delaware | 001-36847 | 27-1701898 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. employer | ||
incorporation or organization) | identification number) |
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):
☐ | 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)) |
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 2.01 | Completion of Acquisition or Disposition of Assets. |
On November 14, 2017, Invitae Corporation (Invitae), completed its 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). This transaction was approved by CombiMatrixs stockholders at a special meeting of its stockholders on November 10, 2017.
At the closing of the Merger, Invitae issued shares of its common stock to (i) CombiMatrixs common stockholders, at an exchange ratio of 0.8692 of a share of Invitae common stock (the Merger Exchange Ratio) for each share of CombiMatrix common stock outstanding immediately prior to the Merger, (ii) CombiMatrixs Series F preferred stockholders, at the Merger Exchange Ratio for each share of CombiMatrix common stock underlying Series F preferred stock outstanding immediately prior to the Merger, (iii) holders of outstanding and unexercised in-the-money CombiMatrix stock options, which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive the number of shares of Invitae common stock equal to the Merger Exchange Ratio multiplied by the number of shares of CombiMatrix common stock issuable upon exercise of such option, minus the number of shares of Invitae common stock determined by dividing the aggregate exercise price for such option by $9.491 (the Invitae Trailing Average Share Value), and (iv) holders of outstanding and unsettled CombiMatrix restricted stock units (RSUs), which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive a number of shares of Invitae common stock determined by multiplying the number of shares of CombiMatrix common stock that were subject to such RSU by the Merger Exchange Ratio. No fractional shares were issued in connection with the Merger and Invitae will pay cash in lieu of any such fractional shares. The Merger Exchange Ratio was determined through arms-length negotiations between Invitae and CombiMatrix.
In addition, at the closing of the Merger, (a) all outstanding and unexercised out-of-the money CombiMatrix stock options were cancelled and terminated without the right to receive any consideration, (b) all CombiMatrix Series D Warrants and Series F Warrants outstanding and unexercised immediately prior to the closing of the Merger were assumed by Invitae and converted into warrants to purchase the number of shares of Invitae common stock determined by multiplying the number of shares of CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and with the exercise price adjusted by dividing the per share exercise price of the CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and (c) certain entitlements under CombiMatrixs executive compensation transaction bonus plan (the Transaction Bonus Plan) were paid in shares of Invitae common stock or RSUs to be settled in shares of Invitae common stock. All outstanding and unexercised CombiMatrix Series A, Series B, Series C, Series E, and PIPE warrants were repurchased by CombiMatrix prior to closing pursuant to that certain CombiMatrix Common Stock Purchase Warrants Repurchase Agreement dated July 11, 2016.
Invitae issued an aggregate of 2,726,324 shares of its common stock and 214,976 RSUs in connection with the Merger (including shares and RSUs issued pursuant to the Transaction Bonus Plan). Immediately after the Merger, (i) there were approximately 52.9 million shares of Invitae common stock outstanding, (ii) the former CombiMatrix securityholders and executives owned approximately 8.6% of the fully-diluted common stock of the combined company, and (iii) Invitae securityholders, whose shares of Invitae capital stock remain outstanding after the Merger, owned approximately 91.4% of the fully-diluted common stock of the combined company.
The issuance of the shares of Invitaes common stock in connection with the Merger was registered with the U.S. Securities and Exchange Commission (the SEC) on a Registration Statement on Form S-4 (Reg. No. 333-220447) (the Registration Statement), which was declared effective on October 5, 2017.
Upon completion of the Merger, CombiMatrix became a wholly owned subsidiary of Invitae. As a result, the CombiMatrix common stock and Series F warrants will cease trading on the Nasdaq Capital Market and will be delisted and deregistered.
The descriptions of the Merger and Merger Agreement included herein are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Invitaes Current Report on Form 8-K filed with the SEC on August 1, 2017, and is incorporated herein by reference.
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The Merger Agreement was filed to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Invitae or CombiMatrix. The Merger Agreement contained representations and warranties by Invitae and CombiMatrix which were made solely for the benefit of the respective parties thereto. The assertions embodied in those representations and warranties were qualified by information in confidential disclosure schedules delivered by the parties to each other in connection with the signing of the Merger Agreement. Certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties thereto. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Invitaes or CombiMatrixs public disclosures.
Item 8.01 | Other Events. |
On November 15, 2017, Invitae issued a press release announcing the completion of the Merger described above in Item 2.01 and the results of Invitaes offer to exchange each outstanding Series F warrant to acquire one share of common stock of CombiMatrix for 0.3056 of a share of Invitae common stock (the Exchange Offer). The Exchange Offer expired at 12:00 midnight (one minute after 11:59 p.m.), New York City Time, on November 13, 2017. Because the minimum tender condition of 90% was not achieved in the Exchange Offer, Invitae did not accept any of the CombiMatrix Series F warrants that were tendered in the Exchange Offer prior to its expiration. Accordingly, any CombiMatrix Series F warrants that were tendered will be promptly returned to the holder by the exchange agent. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(a) | Financial Statements of Businesses Acquired. |
The audited financial statements of CombiMatrix for the year ended December 31, 2016 required by Item 9.01(a) were previously filed with the SEC on September 13, 2017 as part of the Registration Statement and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith. Invitae intends to file the interim period financial statements of CombiMatrix required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) | Pro Forma Financial Information. |
Invitae intends to file the pro forma combined condensed financial information of Invitae and CombiMatrix required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) | Exhibits |
^ | 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.
Dated: November 15, 2017 | INVITAE CORPORATION | |||||
By: |
/s/ Shelly Guyer |
|||||
Name: | Shelly Guyer | |||||
Title: | Chief Financial Officer |
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Exhibit 99.1
Invitae Completes Acquisition of CombiMatrix, Becoming a Leader in Family and
Reproductive Health Genetic Information Services
Complements recent acquisition of Good Start Genetics to establish comprehensive service
for IVF clinics, ob/gyns
Entry into family health genetics creates integrated platform to support use of genetics in
mainstream medical care
Results of warrant exchange offer announced
SAN FRANCISCO, November 15, 2017 Invitae Corporation (NYSE: NVTA), one of the fastest growing genetic information companies, today announced it has completed its acquisition of CombiMatrix, which specializes in providing genetic information for prenatal diagnosis, miscarriage analysis and diagnosis of pediatric developmental disorders, establishing Invitae as a new leader in family and reproductive genetic health services.
With the addition of CombiMatrix to Invitae, we have completed our entry into prenatal and perinatal genetics, currently the second-largest category of genetic testing services. Our integrated offering will build on the expertise and technologies developed by CombiMatrix to offer customers the most comprehensive offering from a single provider in the category, said Sean George, chief executive officer of Invitae. Invitaes platform now delivers comprehensive genetic information services that support the use of genetics in mainstream medical care throughout all stages of life.
CombiMatrix leverages cytogenomic and cytogenetic technologies such as single nucleotide polymorphism chromosomal microarray analysis and next generation sequencing, supported by long-standing expertise in technically challenging sample types, to provide in-depth answers for patients and clinicians addressing complex reproductive health questions.
Access to actionable genetic information is essential for monitoring pregnancies, particularly for women going through IVF or facing recurrent miscarriages, said Robert Nussbaum, MD, chief medical officer of Invitae. Our integrated platform and world-class expertise can provide genetic information that helps women and their clinicians with some of the most important decisions of their lives today, even as we continue to advance the understanding of the role genetics plays in having healthy pregnancies.
In connection with the closing, Invitae issued approximately $21.2 million in shares of its common stock to former CombiMatrix securityholders, or approximately 2.7 million shares. Together with the approximately 1.7 million shares of Invitae common stock underlying CombiMatrix Series F warrants assumed in the Merger, the transaction has a total enterprise value of approximately $34.9 million.
The acquisition of CombiMatrix complements Invitaes recent acquisition of another reproductive genetics company, Good Start Genetics, to establish a category-leading menu with the breadth and depth needed to provide comprehensive support for women, their partners and clinicians to use genetic information when considering their reproductive health options, from carrier screening to preimplantation genetic screening and diagnosis to newborn diagnostics.
Transaction Details
At the closing of the Merger, Invitae issued shares of its common stock to (i) CombiMatrixs common stockholders, at an exchange ratio of 0.8692 of a share of Invitae common stock (the Merger Exchange Ratio) for each share of CombiMatrix common stock outstanding immediately prior to the Merger, (ii) CombiMatrixs Series F preferred stockholders, at the Merger Exchange Ratio for each share of CombiMatrix common stock underlying Series F preferred stock outstanding immediately prior to the Merger, (iii) holders of outstanding and unexercised in-the-money CombiMatrix stock options, which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive a number of shares of Invitae common stock adjusted for the Merger Exchange Ratio and reduced by the aggregate exercise price, and (iv) holders of outstanding and unsettled CombiMatrix restricted stock units (RSUs), which were fully accelerated to the extent of any applicable vesting period and converted into the right to receive a number of shares of Invitae common stock adjusted for the Merger Exchange Ratio. No fractional shares were issued in connection with the Merger and Invitae will pay cash in lieu of any such fractional shares. The Merger Exchange Ratio was determined through arms-length negotiations between Invitae and CombiMatrix.
In addition, at the closing of the Merger, (a) all outstanding and unexercised out-of-the money CombiMatrix stock options were cancelled and terminated without the right to receive any consideration, (b) all CombiMatrix Series D Warrants and Series F Warrants outstanding and unexercised immediately prior to the closing of the Merger were assumed by Invitae and converted into warrants to purchase the number of shares of Invitae common stock determined by multiplying the number of shares of CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and with the exercise price adjusted by dividing the per share exercise price of the CombiMatrix common stock subject to such warrants by the Merger Exchange Ratio, and (c) certain entitlements under CombiMatrixs executive compensation transaction bonus plan (the Transaction Bonus Plan) were paid in shares of Invitae common stock or RSUs to be settled in shares of Invitae common stock. All outstanding and unexercised CombiMatrix Series A, Series B, Series C, Series E, and PIPE warrants were repurchased by CombiMatrix prior to closing pursuant to that certain CombiMatrix Common Stock Purchase Warrants Repurchase Agreement dated July 11, 2016.
Invitaes previously announced offer to exchange each outstanding Series F warrant (the CombiMatrix Series F warrants) to acquire one share of common stock of CombiMatrix for 0.3056 of a share of Invitae common stock (the Exchange Offer) expired at 12:00 midnight (one minute after 11:59 p.m.), New York City time, on November 13, 2017. Because the minimum tender condition of 90% was not achieved in the Exchange Offer, Invitae did not accept any of the CombiMatrix Series F warrants that were tendered in the Exchange Offer prior to its expiration. Accordingly, any CombiMatrix Series F warrants that were tendered will be promptly returned to the holder by the exchange agent.
Invitae issued an aggregate of 2,726,324 shares of its common stock and 214,976 RSUs in connection with the Merger (including shares and RSUs issued pursuant to the Transaction Bonus Plan). Immediately after the Merger, (i) there were approximately 52.9 million shares of Invitae common outstanding, (ii) the former CombiMatrix securityholders and executives owned approximately 8.6% of the fully-diluted common stock of the combined company, and (iii) Invitae securityholders, whose shares of Invitae capital stock remain outstanding after the Merger, owned approximately 91.4% of the fully-diluted common stock of the combined company. Upon completion of the Merger, CombiMatrix became a wholly owned subsidiary of Invitae. As a result, the CombiMatrix common stock and Series F warrants will cease trading on the Nasdaq Capital Market and will be delisted.
About Invitaes Family and Reproductive Health Genetic Services
Invitaes reproductive genetics products, which include CombiPGS, CombiPGD and CombiSNP from CombiMatrix and Good Start Genetics GeneVu, EmbryVu and VeriYou, provide affordable and accessible genetic information to help people have healthy families. Good Start Genetics became part of Invitae in August 2017.
About Invitae
Invitae Corporation (NYSE: NVTA) is one of the fastest growing genetic information companies in the United States. Invitaes mission is to bring comprehensive genetic information into mainstream medical practice to improve the quality of healthcare for billions of people. Invitaes goal is to aggregate the worlds genetic tests into a single service with higher quality, faster turnaround time, and lower prices. For more information, visit our website at invitae.com .
Safe Harbor Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to Invitaes future product offerings, growth potential and business strategy, including its acquisition growth strategy, and its beliefs regarding the ways in which the Merger will contribute to that strategy. 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: risks and uncertainties associated with unanticipated difficulties or expenditures relating to the Merger; legal proceedings that may be instituted against the parties in connection with the Merger or the Exchange Offer; the risk that expected benefits, synergies and growth prospects resulting from the Merger may not be achieved in a timely manner, or at all; the risk the businesses of CombiMatrix may not be successfully integrated with Invitaes business following the closing of the Merger; the reaction
of customers and potential customers, payers, partners and competitors to the Merger; Invitaes failure to manage growth effectively; Invitaes ability to develop and commercialize new tests and expand into new markets; risks associated with Invitaes limited experience with respect to acquisitions; and the other risks set forth in Invitaes filings with the Securities and Exchange Commission, including the risks set forth in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and its Registration Statements on Form S-4 declared effective on October 5, 2017. These forward-looking statements speak only as of the date hereof, and Invitae disclaims any obligation to update these forward-looking statements.
Source: Invitae Corporation
Contact:
Kate McNeil
ir@invitae.com
347-204-4226
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