8-KOther EventsExhibits & Filings

Guardant Health, Inc. 8-K Report, Corporate Update (Jun 4, 2020)

Filed June 4, 2020For Securities:GH

Summary

Guardant Health, Inc. (GH) announced on June 1, 2020, an underwritten public offering of its common stock. The offering involved the sale of 11,500,000 shares at $84.00 per share, with 3,750,000 shares being primary shares sold by the Company and 7,750,000 shares being secondary shares sold by SVF Bluebird (Cayman) Limited. This transaction is expected to generate significant capital for the company, which intends to use the net proceeds for general corporate purposes, including working capital, sales and marketing, general administrative matters, and capital expenditures. Investors should note that while the company is issuing new shares, a substantial portion of the offering consists of shares sold by an existing stockholder, meaning the proceeds from those secondary shares will not benefit Guardant Health directly. The offering also includes an option for the underwriter to purchase additional shares, which could further increase the total shares outstanding and the capital raised. The shares were sold under a previously filed registration statement on Form S-3.

Key Highlights

  • 1Guardant Health, Inc. (GH) conducted a public offering of 11,500,000 shares of common stock at $84.00 per share.
  • 2The offering consisted of 3,750,000 primary shares sold by the Company and 7,750,000 secondary shares sold by SVF Bluebird (Cayman) Limited.
  • 3The Company intends to use the net proceeds from its primary share sales for general corporate purposes, including working capital and growth initiatives.
  • 4Proceeds from the sale of secondary shares by SVF Bluebird (Cayman) Limited will not go to Guardant Health.
  • 5An option was granted to the underwriter (J.P. Morgan Securities LLC) to purchase an additional 1,725,000 shares.
  • 6The offering was conducted under a Form S-3 registration statement filed with the SEC.
  • 7The transaction was formalized through an Underwriting Agreement with J.P. Morgan Securities LLC and the selling stockholder.

Frequently Asked Questions

Guardant Health raised capital from the sale of 3,750,000 primary shares. The total gross proceeds from the primary offering would be approximately $315 million ($84.00/share * 3,750,000 shares), before deducting underwriting discounts and commissions. The company will not receive any proceeds from the sale of secondary shares by the Selling Stockholder.

The Company intends to use the net proceeds from the offering primarily for general corporate purposes. This includes working capital, sales and marketing activities, general and administrative matters, and capital expenditures.

Primary shares are newly issued shares sold by the company itself, meaning the proceeds go directly to Guardant Health to fund its operations and growth. Secondary shares are existing shares sold by a current stockholder (in this case, SVF Bluebird (Cayman) Limited), and the proceeds from these sales go to the selling stockholder, not the company.

Yes, the Underwriting Agreement includes an option for the underwriter to purchase up to an additional 1,725,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions. This option is exercisable for 30 days and includes both primary shares from the Company and secondary shares from the Selling Stockholder.