UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2023
Natera, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37478 | | 01-0894487 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
13011 McCallen Pass
Building A Suite 100
Austin, TX 78753
(Address of principal executive offices, including zip code)
(650) 249-9090
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | NTRA | | Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On September 6, 2023, Natera, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC and Piper Sandler & Co., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), in connection with the offer and sale by the Company of 4,550,000 shares of common stock of the Company, par value $0.0001 per share, at a price to the public of $55.00 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 682,500 additional shares of common stock.
The Company expects to receive net proceeds from this offering of approximately $235.4 million, or approximately $270.8 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 automatically effective registration statement, including a preliminary prospectus, filed with the U.S. Securities and Exchange Commission (the "SEC") on September 6, 2023 (File No. 333-274372) and a final prospectus, filed with the SEC on September 7, 2023. The offering is expected to close on September 11, 2023, 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 description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
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 September 6, 2023, the Company issued a press release announcing the proposed public offering, a copy of which is furnished as Exhibit 99.1 hereto. On September 6, 2023, 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 September 6, 2023, by and among Natera, Inc. and Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC, and Piper Sandler & Co., 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 September 6, 2023. |
| | | |
| 99.2 | | Press release dated September 6, 2023. |
| | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL) |
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.
| | | |
| | Natera, Inc. |
| | | |
| | By: | /s/ Michael Brophy |
| | | Michael Brophy |
| | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Dated: September 7, 2023
