| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 24, 2024 (the “Distribution Date”), Illumina, Inc. (“Illumina” or the “Company”) completed the previously announced distribution to its stockholders of approximately 85.5% of the outstanding shares of GRAIL, Inc. (“GRAIL”) (the “Spin-Off”). The distribution was made in the amount of one share of GRAIL’s common stock for every six shares of the Company’s common stock (the “Distribution”) owned by the Company’s stockholders as of 5:00 p.m. New York time on June 13, 2024, the record date of the Distribution.
On June 21, 2024, in connection with the Spin-Off, the Company entered into several agreements with GRAIL that set forth the principal actions taken or to be taken in connection with the Spin-Off and that govern the relationship of the parties following the Spin-Off, including the following:
| | • | | a Separation and Distribution Agreement; |
| | • | | a Tax Matters Agreement; |
| | • | | an Employee Matters Agreement; |
| | • | | a Stockholder and Registration Rights Agreement; and |
| | • | | a Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement. |
Summaries of the material terms and conditions of each of the foregoing agreements can be found in the section entitled “Certain Relationships and Related Party Transactions” of GRAIL’s information statement, dated June 3, 2024, which was included as Exhibit 99.1 to GRAIL’s Current Report on Form 8-K filed on June 3, 2024 and which summaries are incorporated herein by reference. The summaries of the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Stockholder and Registration Rights Agreement and Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Stockholder and Registration Rights Agreement and Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement, which are attached as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
At 12:01 a.m. New York time on the Distribution Date, Illumina effected the Distribution and completed the separation of GRAIL from Illumina. As a result of the Distribution, GRAIL became an independent, publicly traded company, and Illumina retained a 14.5% ownership interest in GRAIL as of the Distribution Date. The Spin-Off was made without the payment of any consideration or the exchange of any shares by Illumina’s stockholders. The information set forth under Item 1.01 above is incorporated into this Item 2.01 by reference.
On June 24, 2024, the Company issued a press release announcing the completion of the Spin-Off of GRAIL. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
