As filed with the Securities and Exchange Commission on March 1, 2021
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. ☐
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of
Securities to be Registered
 
Amount
to be
Registered (1)
 
Proposed
Maximum
Offering Price
Per Share (2)
 
Proposed
Maximum
Aggregate Offering
Price (2)
 
Amount of
Registration Fee
Common Stock, $0.00001 par value per share        
--- 2018 Incentive Award Plan 3,689,000 (3)
$155.11
$572,200,790 $62,427.11
Total 3,689,000 — $572,200,790 $62,427.11
 
 
(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 Registrant’s common stock 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) 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, 2021, 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, 2021 under the 2018 Plan, by operation of an automatic annual increase provision therein.

 




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 additional 3,689,000 shares of common stock of Guardant Health, Inc. (the “Registrant”) issuable under the following employee benefit plan for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-227762 and 333-236807) 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 STATEMENT 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) and March 2, 2020 (File No. 333-236807) are incorporated by reference herein.







EXHIBIT INDEX

Exhibit
Number
       Incorporated by Reference   
Filed
Herewith
  Exhibit Description    Form    Date    Number File Number   
4.1
     8-K    10-9-18    3.1 001-38683   
4.2
     8-K    10-9-18    3.2 001-38683   
5.1               X
23.1               X
23.2               X
24.1               X




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 March 1, 2021.

Guardant Health, Inc.
By:   /s/ Helmy Eltoukhy
  Helmy Eltoukhy
  Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Helmy Eltoukhy 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
  
Chief Executive Officer (Principal Executive Officer)
and Director
 
March 1, 2021
/s/ Michael Bell
Michael Bell
  
Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)
 
March 1, 2021
/s/ AmirAli Talasaz
AmirAli Talasaz
   President, Chief Operating Officer and
Chairman of the Board of Directors 		 
March 1, 2021
/s/ Ian Clark
Ian Clark
Director
March 1, 2021
/s/ Vijaya Gadde
Vijaya Gadde
Director
March 1, 2021
/s/ Bahija Jallal
Bahija Jallal
   Director  
March 1, 2021
/s/ Samir Kaul
Samir Kaul
   Director  
March 1, 2021
/s/ Stanley Meresman
Stanley Meresman
   Director  
March 1, 2021

|||||||||||| 650 Town Center Drive, 20th Floor
Costa Mesa, California 92626-1925
Tel: +1.714.540.1235 Fax: +1.714.755.8290
www.lw.com
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March 1, 2021




Guardant Health, Inc.
505 Penobscot Dr.
Redwood City, California 94063

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

Ladies and Gentlemen:

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 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
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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.

Very truly yours,

/s/ Latham & Watkins LLP

|US-DOCS\121096043.2||

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 25, 2021, 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, 2020, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP

Redwood City, California
March 1, 2021