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Delaware
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27-2053069
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Title of Securities
to be Registered
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Proposed
Maximum
Amount
to be
Registered (1)(2)
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Proposed
Maximum
Offering Price
per Share (3)
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Aggregate
Offering Price (3)
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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1,255,819
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$13.19
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$16,557,974
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$1,925
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(1)
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Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional securities that may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrant’s 2010 Equity Incentive Plan (the “2010 Plan”) by reason of any stock split, stock dividend or similar adjustment effected without the Registrant’s receipt of consideration that results in an increase in the number outstanding shares of the Registrant’s common stock.
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(2)
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The 1,255,819 shares being registered under the 2010 Plan represent additional shares of common stock of the Registrant reserved for issuance under the 2010 Plan as a result of the automatic increase in shares reserved thereunder on January 1, 2015 pursuant to the terms of the 2010 Plan.
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(3)
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Estimated solely for the purpose of computing the registration fee pursuant to Rule 457 under the Securities Act and based on the average of the high and low prices per share of the Registrant’s common stock on February 20, 2014 as reported on the NASDAQ Global Market.
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GenMark Diagnostics, Inc.
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By:
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/s/ Hany Massarany
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Hany Massarany
Chief Executive Officer and President
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Signature
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Title
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Date
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/s/ Hany Massarany
Hany Massarany
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Chief Executive Officer, President and Director (principal executive officer)
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February 25, 2015
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/s/ Scott Mendel
Scott Mendel
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Chief Financial Officer
(principal financial and accounting officer)
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February 25, 2015
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/s/ James Fox, Ph.D.
James Fox, Ph.D.
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Chairman of the Board
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February 25, 2015
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/s/ Daryl J. Faulkner
Daryl J. Faulkner
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Director
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February 25, 2015
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/s/ Kevin C. O’Boyle
Kevin C. O’Boyle
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Director
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February 25, 2015
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/s/ Michael S. Kagnoff
Michael S. Kagnoff
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Director
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February 25, 2015
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Lisa M. Giles
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Director
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Exhibit
No.
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Description
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4.1(1)
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Certificate of Incorporation.
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4.2(2)
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Amended and Restated By-Laws.
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5.1
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Opinion of DLA Piper LLP (US).
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
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23.3
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Consent of DLA Piper LLP (US) (filed as a part of Exhibit 5.1).
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24.1
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Power of Attorney (contained on signature page).
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99.1(3)
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GenMark Diagnostics, Inc. 2010 Equity Incentive Plan, as amended.
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(1)
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Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 (File No. 333-165562) filed on March 19, 2010.
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(2)
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Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on 8-K filed on October 31, 2014.
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(3)
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Incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 17, 2014.
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