Item 1.01. Entry into a Material Definitive Agreement.

On November 15, 2022, Natera, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, Cowen and Company, LLC, and SVB Securities 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 11,430,000 shares of common stock of the Company, par value $0.0001 per share, at a price to the public of $35.00 per share.

Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for 30 days following the date of the prospectus relating to the offering, to purchase up to 1,714,500 additional shares of common stock.

The Company expects to receive net proceeds from this offering of approximately $376.6 million, or approximately $433.2 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 November 15, 2022 (File No. 333-268391). The offering is expected to close on November 18, 2022, 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 November 15, 2022, the Company issued a press release announcing the proposed public offering, a copy of which is furnished as Exhibit 99.1 hereto. On November 15, 2022, the Company issued a press release announcing the pricing of the public offering, a copy of which is furnished as Exhibit 99.2 hereto.

The information in Item 8.01 and in Exhibits 99.1 and 99.2 of this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
No.                                      Description

  1.1        Underwriting Agreement dated as of November 15, 2022, among Natera,
           Inc. and Morgan Stanley & Co. LLC, Cowen and Company, LLC, and SVB
           Securities LLC, as representatives of the underwriters named therein.

  5.1        Opinion and Consent of Gunderson Dettmer Stough Villeneuve Franklin &
           Hachigian, LLP.

  23.1       Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
           LLP (included in Exhibit 5.1).

  99.1       Press release dated November 15, 2022.

  99.2       Press release dated November 15, 2022.

104        Cover Page Interactive Data File (formatted as inline XBRL).

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