Item 3.02 Unregistered Sales of
Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"),
dated as of
In addition, on
Item 7.01 Regulation FD Disclosure.
On
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01 Other Events. Merger Agreement
On
The aggregate consideration for the Merger will be approximately
2
--------------------------------------------------------------------------------
Common Stock (for consenting accredited stockholders of Ciitizen) and a cash payment (for all stockholders of Ciitizen) as specified in the Merger Agreement, (ii) each outstanding and unexercised Ciitizen stock option will be converted into the right to receive a cash payment as specified in the Merger Agreement, and (iii) each outstanding and unexercised Ciitizen warrant will be converted into the right to receive a cash payment as specified in the Merger Agreement. No fractional shares will be issued in connection with the Merger and any shares issuable to a single holder on a particular date will be aggregated and rounded up to the nearest whole number.
Closing Conditions; Closing Date
The obligations of the parties to consummate the Merger are subject to the
satisfaction or waiver of various conditions set forth in the Merger Agreement,
including, but not limited to (i) the accuracy of the representations and
warranties of each party contained in the Merger Agreement (subject to certain
materiality qualifications), (ii) each party's compliance with or performance of
the covenants and agreements in the Merger Agreement in all material respects,
and (iii) execution of employment and non-competition agreements with the
Company by certain employees of Ciitizen. The Merger is expected to close within
the month of
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties by the Company and Ciitizen. The Merger Agreement also contains customary covenants and agreements, including with respect to the operations of the business of Ciitizen between signing and closing. The Merger Agreement restricts Ciitizen's ability to participate in any discussions or negotiations with any third party with respect to any alternative transaction.
Termination
The Merger Agreement contains termination rights for the Company and Ciitizen, including if the Merger is not consummated within 60 days after the date of the Merger Agreement, which may be extended by the mutual consent of the Company and Ciitizen.
Registration Rights Agreement
In connection with the Ciitizen Transaction, the Company will enter into a Registration Rights Agreement with certain stockholders of Ciitizen (the "Registration Rights Agreement"), pursuant to which the Company will register for resale on Form S-3 the shares of Common Stock to be issued in the Merger. The Registration Rights Agreement provides that such registration rights will expire at such time as such shares of Common Stock have been disposed of pursuant to the resale registration statement or pursuant to Rule 144, or as to any holder when all of such holder's shares may be sold pursuant to Rule 144 without limitation as to manner of sale restrictions or volume limitation.
RSU Agreements
In connection with the Ciitizen Transaction, the Company will grant restricted
stock units for an aggregate of up to approximately 8,125,000 shares of Common
Stock (the "Inducement Awards"), or approximately
The Inducement Awards will be granted as inducement awards in compliance with
New York Stock Exchange Rule 303A.08 and pursuant to a pool solely for
inducement awards established under the
3
--------------------------------------------------------------------------------
Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this Current Report on Form 8-K, other than purely historical information, are "forward-looking statements." All statements, other than statements of historical facts, included in or incorporated by reference into this Current Report on Form 8-K regarding future operations, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and expected completion of the proposed Ciitizen Transaction. The Company may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management's current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with the ability to consummate the proposed Ciitizen Transaction. The Company disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release issued byInvitae Corporation , datedSeptember 7, 2021 . 99.2 Investor Presentation, datedSeptember 7, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
--------------------------------------------------------------------------------
© Edgar Online, source