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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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x
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Emerging growth 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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1,807,643
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$3.53
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$6,380,980
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$828.26
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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 (as amended, 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 1,807,643 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, 2020 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 sales prices per share of the Registrant’s common stock on March 2, 2020 as reported on the NASDAQ Global Market.
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Exhibit No.
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Description
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4.1(1)
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4.2(2)
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4.3(3)
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5.1
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23.1
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23.2
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24.1
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99.1(4)
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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 filed on March 19, 2010.
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(2)
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Incorporated by reference to the Registrant’s Current Report on 8-K filed on August 2, 2018.
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(3)
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Incorporated by reference to the Registrant's Annual Report on 10-K filed on March 2, 2020.
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(4)
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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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GenMark Diagnostics, Inc.
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By:
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/s/ Scott Mendel
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Name:
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Scott Mendel
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Title:
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Interim President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Scott Mendel
Scott Mendel
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Interim President and Chief Executive Officer (principal executive officer)
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March 3, 2020
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/s/ Johnny Ek
Johnny Ek
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Chief Financial Officer
(principal financial and accounting officer)
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March 3, 2020
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/s/ Kevin O'Boyle
Kevin O'Boyle
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Chair of the Board
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March 3, 2020
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/s/ Daryl J. Faulkner
Daryl J. Faulkner
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Director
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March 3, 2020
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/s/ James Fox, Ph.D.
James Fox, Ph.D.
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Director
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March 3, 2020
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/s/ Michael S. Kagnoff
Michael S. Kagnoff
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Director
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March 3, 2020
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/s/ Lisa M. Giles
Lisa M. Giles
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Director
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March 3, 2020
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