UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On May 22, 2023, Guardant Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC and SVB Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 12,500,000 shares (the “Shares”) of its common stock, par value $0.00001 per share (“Common Stock”), to the Underwriters (the “Offering”). The price to the public in this offering was $28.00 per Share. The Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $26.53 per Share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase up to 1,875,000 additional shares of Common Stock at the public offering price (the “Underwriters’ Option”).
The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3, as amended (Registration No. 333-272121).
Under the terms of the Underwriting Agreement, the Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock without first obtaining the written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, subject to certain exceptions, for 60 days after the date of the prospectus supplement relating to the Offering.
On May 25, 2023, the Offering closed and the Company completed the sale and issuance of an aggregate of 14,375,000 shares of Common Stock, including the exercise in full of the Underwriters’ Option. The Company received net proceeds of approximately $380.5 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company.
The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, 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. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of May 22, 2023, among Guardant Health, Inc. and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC and SVB Securities LLC, as representatives of the several underwriters named therein. | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GUARDANT HEALTH, INC. | ||||||
| Date: May 25, 2023 | By: | /s/ John Saia | ||||
| John Saia | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||