| Item 7.01 | Regulation FD Disclosure. |
Litigation Update
As previously disclosed, Twist Bioscience Corporation (the “Company”) is party to a lawsuit filed on February 3, 2016, against the Company and its Chief Executive Officer, Ms. Emily Leproust, in the Superior Court of California, Santa Clara County (the “Court”) by Agilent Technologies, Inc. (“Agilent”).
On August 22, 2018, Agilent filed a motion for leave to amend its complaint, including to add two individuals as defendants, Dr. Siyuan Chen, a current Twist employee and Ms. Solange Glaize, Twist’s former Chief Financial Officer. On September 12, 2018, Agilent filed a supplemental declaration in support of its motion to amend, which attached a new, proposed Second Amended Complaint that revised certain allegations. On September 28, 2018, Agilent filed a motion for protective order seeking to impose limits on the defendants’ discovery in the case. The defendants opposed both motions.
On December 7, 2018, the Court granted Agilent’s motion to amend its complaint, permitting Agilent to file its Second Amended Complaint. This new complaint adds amended allegations against the Company and Ms. Leproust, and also new claims for breach of contract and trade secret misappropriation against Dr. Chen and Ms. Glaize. However, the Court denied Agilent’s motion for a protective order, and did not set any limits on discovery.
Also, on December 7, 2018, the Court held a case management conference, and set trial to start on February 24, 2020.
The Company and Ms. Leproust continue to believe that they have substantial and meritorious defenses to Agilent’s claims and intend to vigorously defend their position, including through the trial and appellate stages, if necessary. The outcome of any litigation, however, is inherently uncertain and there can be no assurance that the outcome of the case or the costs of litigation, regardless of outcome, will not have a material adverse effect on the Company’s business.
The Company posted a statement regarding the litigation update on the investor relations section of its website. A copy of the statement is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The Company intends to use the investor relations section of its website as a means of complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s website in addition to its press releases, SEC filings, and investor conference calls and webcasts.
By furnishing this Current Report onForm 8-K, the Company makes no admission as to the materiality of any information in this Current Report onForm 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “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 deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
