Item 1.01. Entry into a Material Definitive Agreement.
On September 10, 2020, Natera, Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC, Cowen and Company, LLC and SVB Leerink LLC, as
representatives (the "Representatives") of the several underwriters named in
Schedule I thereto (the "Underwriters"), in connection with the offer and sale
by the Company of 4,166,666 shares of common stock of the Company, par value
$0.0001 per share, at a price to the public of $60.00 per share.
Pursuant to the terms of the Underwriting Agreement, the Company granted the
Underwriters an option to purchase up to 624,999 additional shares of common
stock, which expires on October 10, 2020.
The Company expects to receive net proceeds from this offering of approximately
$235.3 million, or approximately $270.6 million if the Underwriters exercise in
full their option to purchase additional shares, after deducting underwriting
discounts and commissions and other estimated transaction expenses.
The shares are being offered and sold by means of an effective registration
statement, including a preliminary prospectus, filed with the U.S. Securities
and Exchange Commission on September 9, 2020 (File No. 333-248690) (the
"Registration Statement"). The offering is expected to close on September 15,
2020, subject to the satisfaction of specified closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is
incorporated by reference herein.
The legal opinion, including the related consent, of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP relating to the legality of the issuance
and sale of the shares of the Company's common stock in this offering is filed
as Exhibit 5.1 hereto.
Item 8.01. Other Events.
On September 9, 2020, the Company issued a press release announcing the proposed
public offering, a copy of which is furnished as Exhibit 99.1 hereto. On
September 10, 2020, the Company issued a press release announcing the pricing of
the public offering, a copy of which is furnished as Exhibit 99.2 hereto.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement dated as of September 10, 2020, among Natera,
Inc. and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Cowen and
Company, LLC and SVB Leerink LLC as representatives of the underwriters
5.1 Opinion and Consent of Gunderson Dettmer Stough Villeneuve Franklin &
23.1 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP (included in Exhibit 5.1).
99.1 Press release dated September 9, 2020.
99.2 Press release dated September 10, 2020.
104 Cover Page Interactive Data File (formatted as inline XBRL)
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