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): November 5, 2020

INVITAE CORPORATION
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-36847	 	27-1701898	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	

1400 16th Street,
San Francisco, California	 	94103	
(Address of principal executive offices)	 	(Zip Code)	
(415) 374-7782
(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:
 
☐	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, $0.0001 par value per share	 	NVTA	 	The New York Stock Exchange LLC	
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 8.01	Other Events.	
On November 5, 2020, Invitae Corporation (the “Company”) filed a prospectus supplement (the “Resale Prospectus Supplement”) to the Registration Statement on Form S-3 (File No. 333-230053) covering the resale of up to 16,320,476 shares of the Company’s Common Stock (the “Shares”), which may be used by the selling stockholders identified therein to resell shares of the Company’s Common Stock received by the selling stockholders pursuant to the securities purchase agreement with the selling stockholders dated June 21, 2020. The Company will not receive any proceeds from the sale of the Common Stock by the selling stockholders.
A copy of the legal opinion relating to the legality of the issuance is attached hereto as Exhibit 5.1.
 
Item 9.01	Financial Statements and Exhibits.	
(d)    Exhibits.

Exhibit
No.	  		Description	
			
  5.1	  	Opinion of Pillsbury Winthrop Shaw Pittman LLP.		
			
23.1	  	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).		
			
104	  	Cover Page Interactive Data File (embedded within the Inline XBRL document).		

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 9, 2020

INVITAE CORPORATION	
		
By:	 	/s/ Thomas R. Brida	
Name:	 	Thomas R. Brida	
Title:	 	General Counsel	

Exhibit 5.1
PILLSBURY WINTHROP SHAW PITTMAN LLP
2550 Hanover Street
Palo Alto, CA 94304
November 9, 2020
Invitae Corporation
1400 16th Street
San Francisco, CA 94103
Ladies and Gentlemen:
We have acted as counsel for Invitae Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (Registration No. 333-230053) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), and related prospectus, dated March 4, 2019, as supplemented by the prospectus supplement dated November 5, 2020 (as so supplemented, the “Prospectus”) relating to registration under the Act of 16,320,476 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of the Company, all of which are to be offered and sold by certain stockholders of the Company.
We have reviewed and are familiar with such corporate proceedings and other matters as we have considered relevant or necessary for the opinions expressed in this letter. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and nonassessable. The opinion set forth in this letter is limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed by the Company with the Commission on the date hereof and the incorporation thereof in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP