8-KOther EventsExhibits & Filings

Guardant Health, Inc. 8-K Report, Corporate Update (Oct 13, 2020)

Filed October 13, 2020For Securities:GH

Summary

Guardant Health, Inc. (GH) filed an 8-K report on October 13, 2020, disclosing details of an underwritten public offering that closed on October 6, 2020. The offering involved the sale of 7,000,000 shares of common stock at a price of $102.00 per share. Crucially, all shares were sold by a selling stockholder, SVF Bluebird (Cayman) Limited, meaning Guardant Health itself did not receive any proceeds from this transaction. The offering was conducted under an existing shelf registration statement. This filing is important for investors to understand that while a significant number of shares were transacted, it was a secondary offering and did not directly provide capital to the company for its operations or growth initiatives. Investors should note the participation of J.P. Morgan Securities LLC as the underwriter. The filing also includes standard disclosures regarding the underwriting agreement, including customary representations, warranties, and indemnification obligations. The company also filed legal opinions related to the validity of the shares offered. While the transaction itself does not impact Guardant Health's balance sheet from a cash infusion perspective, it does represent a significant liquidity event for the selling stockholder and adds to the publicly traded float of Guardant Health's common stock.

Key Highlights

  • 1Underwritten public offering of 7,000,000 shares of Guardant Health common stock completed on October 6, 2020.
  • 2The offering price was $102.00 per share.
  • 3All shares sold were from a selling stockholder, SVF Bluebird (Cayman) Limited, not from the company's treasury.
  • 4Guardant Health, Inc. will not receive any proceeds from this sale of shares.
  • 5The offering was conducted under a previously filed Form S-3 shelf registration statement.
  • 6J.P. Morgan Securities LLC acted as the underwriter.
  • 7The selling stockholder granted the underwriter an option to purchase up to an additional 700,000 shares.

Frequently Asked Questions

No, Guardant Health, Inc. did not receive any proceeds from this offering. All 7,000,000 shares were sold by a selling stockholder, SVF Bluebird (Cayman) Limited.

The total value of the shares sold to the public was approximately $714 million (7,000,000 shares at $102.00 per share).

Yes, this offering increases the number of shares of common stock held by the public (the 'float'). However, it does not increase the total number of shares authorized or issued by Guardant Health, as the shares were already issued and outstanding but held by the selling stockholder.

The underwriting agreement outlines the terms and conditions of the sale between the selling stockholder, Guardant Health, and the underwriter (J.P. Morgan Securities LLC). It includes standard provisions such as representations, warranties, and indemnification, which are typical for public offerings.