Item 8.01. Other Events
On October 6, 2020, Guardant Health, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC (the "Underwriter") and SVF Bluebird (Cayman) Limited (the
"Selling Stockholder"), relating to an underwritten public offering (the
"Offering") of 7,000,000 shares of the Company's common stock, par value
$0.00001 per share (the "Common Stock"), at a price to the public of $102.00 per
share. All 7,000,000 shares of Common Stock were sold by the Selling Stockholder
(the "Shares"). Under the terms of the Underwriting Agreement, the Selling
Stockholder granted the Underwriter an option exercisable for 30 days to
purchase up to an additional 700,000 shares of Common Stock from the Selling
Stockholder at the public offering price, less underwriting discounts and
commissions.
The Shares were sold pursuant to a registration statement on Form S-3
(Registration No. 333-236806) (the "Registration Statement") filed with the
Securities and Exchange Commission (the "SEC") on March 2, 2020, a prospectus
included in the Registration Statement, and a preliminary prospectus supplement
and final prospectus supplement, filed with the SEC on October 6, 2020 and
October 8, 2020, respectively.
The Company will not receive any of the proceeds from the sale of Shares.
The Underwriting Agreement contains customary representations, warranties,
covenants, indemnification obligations of the Company, the Selling Stockholder
and the Underwriter, including for liabilities under the Securities Act of 1933,
as amended, and other obligations of the parties. The representations,
warranties and covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the
benefit of the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties. The foregoing description of the
Underwriting Agreement does not purport to be complete and is subject to and
qualified in its entirety by reference to the full text of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
A copy of the legal opinion of Latham & Watkins LLP relating to the validity of
the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is
filed with reference to, and is hereby incorporated by reference into, the
Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.        Description

       1.1           Underwriting Agreement, dated October 6, 2020, by and among Guardant Health,
                   Inc., SVF Bluebird (Cayman) Limited and J.P. Morgan Securities LLC.
       5.1           Opinion of Latham & Watkins LLP regarding the validity of the Shares.
       23.1          Consent of Latham & Watkins LLP (included in Exhibit 5.1).

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