VERACYTE, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
As consideration under the LAPA, the Company will pay NanoString
Pursuant to the terms of the LAPA, NanoString may not sell the Equity Consideration for the first 90 days following the Closing Date. Thereafter, NanoString may, subject to limited exceptions, not sell Equity Consideration representing more than 10% of the average daily trading volume of the Company's common stock for the 30-day period preceding any such sale.
Pursuant to the LAPA, NanoString is also eligible to receive three additional
payments, based upon the achievement of certain commercialization milestones,
totaling
The foregoing summaries of the LAPA and Registration Rights Schedule are not complete and are qualified in their entirety by reference to the LAPA and Registration Rights Schedule, copies of which are filed as Exhibits 2.1 and 4.1 to this Current Report on Form 8-K and are incorporated herein by reference. The LAPA contains customary representations and warranties, covenants and indemnities. The representations, warranties and covenants contained in the LAPA were made only for the purposes of the LAPA, were made as of specific dates, and were made solely for the benefit of the parties to the LAPA, and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships among the parties. The assertions embodied in those representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their respective terms. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to the Company's stockholders. For the foregoing reasons, none of the Company's stockholders or any other person should rely on such representations and warranties, or any characterizations thereof, as statements of factual information at the time they were made or otherwise.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth above under Item 1.01 is hereby incorporated by reference in its entirety into this Item 2.01.
In connection with the Transaction, the Company obtained from the
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8-K, or, in the alternative, to the extent filed prior to the Financial
Statement Due Date, by including such information in a footnote to the Company's
financial statements to be included in its Annual Report on Form 10-K as of and
for the year ending
Item 3.02 Unregistered Sales of
The information set forth above under Item 1.01 relating to the Equity Consideration is hereby incorporated by reference in its entirety into this Item 3.02. The sale of the Equity Consideration was deemed to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D promulgated thereunder). In the LAPA, NanoString represented its intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the book entry entitlements for the Equity Consideration.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1*† License and Asset Purchase Agreement, dated December 3, 2019 , by
and among Veracyte, Inc. and NanoString, Inc.
4.1 Registration Rights Schedule, dated December 3, 2019 .
* Certain schedules and exhibits to the License and Asset Purchase
Agreement have been omitted pursuant to Item 601(a)(5) of Regulation
S-K, but a copy will be furnished supplementally to the Securities
and Exchange Commission upon request.
† Certain portions of the License and Asset Purchase Agreement have
been omitted because they are not material and would likely cause
competitive harm to the registrant if disclosed.
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