Item 8.01. Other Events
On June 1, 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 11,500,000 shares of the Company's common stock, par value
$0.00001 per share (the "Common Stock"), at a price to the public of $84.00 per
share, consisting of 3,750,000 shares of Common Stock issued and sold by the
Company (the "Primary Shares") and 7,750,000 shares of Common Stock sold by the
Selling Stockholder (the "Secondary Shares" and, together with the Primary
Shares, the "Shares"). Under the terms of the Underwriting Agreement, the
Company and the Selling Stockholder granted the Underwriter an option
exercisable for 30 days to purchase up to an additional 1,725,000 shares of
Common Stock (562,500 additional shares from the Company and 1,162,500
additional shares 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 June 1, 2020 and June 3,
2020, respectively.
The Company intends to use the net proceeds of the Offering primarily for
general corporate purposes, including working capital, sales and marketing
activities, general and administrative matters and capital expenditures. The
Company will not receive any of the proceeds from the sale of Secondary Shares
by the Selling Stockholder.
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
                Underwriting Agreement, dated June 1, 2020, by and among Guardant
    1.1       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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