Item 8.01 Other Events.
On January 21, 2021, Invitae Corporation (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with the several
underwriters named in the Underwriting Agreement (the "Underwriters") for whom
J.P. Morgan Securities, LLC, Morgan Stanley & Co. LLC and Cowen and Company, LLC
are acting as representatives, relating to the public offering of 7,766,990
shares of the Company's common stock, $0.0001 par value per share ("Common
Stock"), at an offering price to the public of $51.50 per share. Under the terms
of the Underwriting Agreement, the Company granted the Underwriters a 30-day
option to purchase up to an additional 1,165,048 shares of Common Stock, which
option was exercised in full. The offering closed on January 26, 2021, resulting
in approximately $434.3 million of net proceeds to the Company after deducting
underwriting discounts and commissions and estimated offering expenses. The
offering was made pursuant to the Company's automatic shelf registration
statement on Form S-3 (File No. 333-230053), that was filed with the Securities
and Exchange Commission and became automatically effective on March 4, 2019,
including the related prospectus, dated March 4, 2019, as supplemented by the
prospectus supplement dated January 21, 2021. The Underwriting Agreement is
attached hereto as Exhibit 1.1 and is incorporated herein by reference. The
foregoing description of the material terms of the Underwriting Agreement does
not purport to be complete and is qualified in its entirety by reference to the
terms of the Underwriting Agreement. A copy of the legal opinion relating to the
legality of the issuance and sale of Common Stock in the offering is attached
hereto as Exhibit 5.1.
On January 21, 2021, the Company issued a press release announcing the pricing
of the offering, and on January 26, 2021, the Company issued a press release
announcing the closing of the offering. Copies of the press releases are
attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement dated as of January 21, 2021 among the
Company and J.P. Morgan Securities, LLC, Morgan Stanley & Co. LLC and
Cowen and Company, LLC, as representatives of the several
underwriters.
5.1 Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1 Consent of Pillsbury Winthrop Shaw Pittman LLP (included in
Exhibit 5.1).
99.1 Press Release dated January 21, 2021.
99.2 Press Release dated January 26, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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