Guardant Health, Inc. (Form: S-8, Received: 02/28/2022 17:41:29)

As filed with the Securities and Exchange Commission on February 28, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Guardant Health, Inc.

(Exact name of Registrant as specified in its charter)


Delaware		45-4139254
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

505 Penobscot Dr. Redwood City, California		94063
(Address of Principal Executive Offices)		(Zip Code)

2018 Incentive Award Plan

(Full Title of the Plan)

John Saia

Senior Vice President, General Counsel and Corporate Secretary

505 Penobscot Dr.

Redwood City, California, 94603

(855) 698-8887

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

B. Shayne Kennedy

Drew Capurro

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, California 92626

Telephone: (714) 540-1235

Facsimile: (714) 755-8290

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.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an aggregate of an additional 3,689,000 shares of Common Stock of the Registrant issuable under the following employee benefit plan for which registration statements (File Nos. 333-227762, 333-236807 and 333-253733) of the Registrant on Form S-8 (the “Registration Statements”) are effective: the Guardant Health, Inc. 2018 Incentive Award Plan which, as a result of the operation of an automatic annual increase provision therein, added 3,689,000 shares of Common Stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON

FORM S-8

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Commission on October 10, 2018 (File No. 333-227762), March 2, 2020 (File No. 333-236807) and March 1, 2021 (File No. 333-253733) are incorporated by reference herein.

EXHIBIT INDEX

Exhibit

Number

Incorporated by Reference

Filed

Herewith

Exhibit Description

Form

Date

Number

File Number

4.1

Amended and Restated Certificate of Incorporation.

8-K

10-9-18

3.1

001-38683

4.2

Amended and Restated Bylaws.

8-K

10-9-18

3.2

001-38683

5.1

Opinion of Latham & Watkins LLP.

23.1

Consent of Independent Registered Public Accounting Firm.

23.2

Consent of Latham & Watkins LLP (included in Exhibit 5.1).

24.1

Power of Attorney (incorporated by reference to the signature page hereto).

107

Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, California, on February 28, 2022.


Guardant Health, Inc.

By:		/s/ Michael Bell
		Michael Bell
		Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Helmy Eltoukhy, AmirAli Talasaz and Michael Bell and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date

/s/ Helmy Eltoukhy Helmy Eltoukhy	Co-Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors	February 28, 2022

/s/ AmirAli Talasaz AmirAli Talasaz	Co-Chief Executive Officer (Principal Executive Officer) and Director	February 28, 2022

/s/ Michael Bell Michael Bell	Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	February 28, 2022

/s/ Ian Clark Ian Clark	Director	February 28, 2022

/s/ Vijaya Gadde Vijaya Gadde	Director	February 28, 2022

/s/ Bahija Jallal Bahija Jallal	Director	February 28, 2022


/s/ Meghan Joyce Meghan Joyce	Director	February 28, 2022

/s/ Samir Kaul Samir Kaul	Director	February 28, 2022

/s/ Stanley Meresman Stanley Meresman	Director	February 28, 2022

/s/ Myrtle Potter Myrtle Potter	Director	February 28, 2022

Exhibit 5.1


	650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com

	FIRM /AFFILIATE OFFICES

February 28, 2022 Guardant Health, Inc. 505 Penobscot Dr. Redwood City, California 94063	Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan	Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tel Aviv Tokyo Washington, D.C.

Re:

Registration Statement on Form S-8: 3,689,000 shares of Common Stock, par value $0.00001 per share, of Guardant Health, Inc.

To the addressee set forth above:

We have acted as special counsel to Guardant Health, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to 3,689,000 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), which may be issued pursuant to the Company’s 2018 Incentive Award Plan (the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or

February 28, 2022

Page 2

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awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.


		Sincerely,

		/s/ Latham & Watkins LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2018 Incentive Award Plan of Guardant Health, Inc., of our reports dated February 24, 2022, with respect to the consolidated financial statements of Guardant Health, Inc., and the effectiveness of internal control over financial reporting of Guardant Health, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Redwood City, California

February 28, 2022

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Guardant Health, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security
Type

Security Class

Title

Fee
Calculation
Rule

Amount
Registered (1)

Proposed
Maximum
Offering
Price Per
Share (2)

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration
Fee

Fees to Be Paid

Equity

Common Stock,
$0.0001 par value per
share

457(c)
and
457(h)

3,689,000(3)

$61.26

$225,988,140

$92.70 per
$1,000,000

$20,949.10

Fees Previously Paid

Total Offering Amounts

225,988,140

20,949.10

Total Fees Previously Paid

–

Total Fee Offsets

–

Net Fee Due

20,949.10

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the common stock, $0.00001 par value per share (“Common Stock”) of Guardant Health, Inc. (the “Registrant”), that become issuable under the 2018 Incentive Award Plan (the “2018 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(2)

Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration fee. The maximum price per share and the maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on February 23, 2022, which date is within five business days prior to filing this Registration Statement.

(3)	Represents additional shares of the Registrant’s Common Stock that became available for issuance on January 1, 2022 under the 2018 Plan, by operation of an automatic annual increase provision therein.