| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 16, 2019, Invitae Corporation (“Invitae”) completed its acquisition of Jungla Inc. (“Jungla”) in accordance with the terms of the Stock Purchase and Merger Agreement (the “Agreement”), dated as of July 11, 2019, among Invitae, Jumanji, LLC, a Delaware limited liability company and wholly-owned subsidiary of Invitae (“Merger Sub”), Jungla, the holders of all of the outstanding capital stock of Jungla (the “Sellers”), and Fortis Advisors LLC (solely in its capacity as representative of the Sellers), pursuant to which Invitae purchased 100% of the capital stock of Jungla from the Sellers and following which, as part of the same overall transaction, Jungla merged with and into Merger Sub, with Merger Sub continuing as the surviving entity in the merger and remaining a wholly-owned subsidiary of Invitae (the “Transaction”).
At the closing of the Transaction, Invitae issued an aggregate of 1,365,567 shares of its common stock and approximately $14.9 million in cash to the former securityholders of Jungla. Up to approximately $520,000 in cash and 203,129 additional shares of Invitae’s common stock are subject to a hold back to satisfy indemnification obligations that may arise in connection with the Agreement. In addition, approximately $15 million, mostly in Invitae’s common stock, will be payable in connection with the achievement of certain performance milestones within 24 months after the closing of the Transaction. A portion of the potential milestone consideration is also subject to offset by Invitae to satisfy indemnification obligations.
In connection with the Transaction, Invitae entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Sellers, pursuant to which Invitae will register for resale on FormS-3 the shares of Invitae’s common stock issued to the Sellers in the Transaction. The Registration Rights Agreement provides that such registration rights will expire at such time as such shares of Invitae common stock have been disposed of pursuant to the resale registration statement or pursuant to Rule 144 promulgated under the Securities Act of 1933, or as to any Seller when all of such Seller’s shares may be sold pursuant to Rule 144 without limitation as to manner of sale restrictions or volume limitation.
The foregoing descriptions of the Transaction, the Agreement, the Registration Rights Agreement and the transactions contemplated thereby are not complete and are qualified in their entirety by the full text of the Agreement and the Registration Rights Agreement, which will be filed as exhibits to Invitae’s Quarterly Report on Form10-Q for the quarter ending June 30, 2019.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information in Item 2.01 above is incorporated by reference herein. The shares of Invitae’s common stock are issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
2
