As filed with the Securities and Exchange Commission on February 28, 2023
Registration No. 333-
        
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
			
Form S-8	
Registration Statement	
Under	
The Securities Act of 1933	

			
Invitae Corporation
(Exact name of the registrant as specified in its charter)	

Delaware	Invitae Corporation 2015 Stock Incentive Plan
Invitae Corporation Employee Stock Purchase Plan
(Full titles of plans)
Kenneth D. Knight
Chief Executive Officer
1400 16th Street
San Francisco, California 94103
(Name and address agent for service)
(415) 374-7782
(Telephone number, including area code, of agent for service)	27-1701898	
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)	
			
1400 16th Street
San Francisco, California		94103	
(Address of principal executive offices)		(Zip Code)	
 
Copies to:
									
Thomas Brida
General Counsel
Invitae Corporation
1400 16th Street
San Francisco, California 94103
(415) 374-7782	 	Mike Hird
Gabriella A. Lombardi
Julie Park
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, California 94304
(650) 233-4500
(650) 233-4545 facsimile	

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	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 7(a)(2)(B) of the Securities Act.  ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.

PART I
INFORMATION REQUIRED IN THE PROSPECTUS
General Instruction E Information

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which certain Registration Statements on Form S-8 relating to the same employee benefit plans are effective. The Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) (File Nos. 333-202066, 333-216761, 333-223455, 333-229972, 333-232208, 333-236799, 333-237073, 333-240360, 333-240137, 333-249894, 333-253615, 333-255770, 333-258654, 333-259512 and 333-263209), excluding reports that the Registrant filed with the Commission that were incorporated into the Form S-8 Registration Statements in order to maintain current information about the Registrant, are hereby incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
 
(a)    The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022;
(b)    The Registrant’s Current Reports on Form 8-K filed on January 30, 2023 and February 7, 2023; and
(c)    The description of the Registrant’s common stock set forth in Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on February 28, 2023, together with any amendment or report filed with the Commission for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any portions thereof furnished by the Registrant, including information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. Exhibits.
EXHIBITS

			
Exhibit No.	  	Description	
		
5.1	  	Opinion of Pillsbury Winthrop Shaw Pittman LLP.	
		
23.1	  	Consent of independent registered public accounting firm.	
		
23.2	  	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).	
		
24.1	  	Power of Attorney (contained on the signature page hereto).	
		
99.1	  	Invitae Corporation 2015 Stock Incentive Plan, as amended and restated as of August 31, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).	
		
99.2	  	Form of Notice of Stock Option Grant and Non-Qualified Stock Option Agreement for awards granted under the Invitae Corporation 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Form S-1 (File No. 333-201433)).	
			
99.3		Form of Notice of Restricted Stock Award and Restricted Stock Agreement for awards granted under the Invitae Corporation 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Form S-1 (File No. 333-201433).	
			
99.4		Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement for awards granted under the Invitae Corporation 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8 K filed August 6, 2015).	
			
99.5		Form of Notice of Time-Based Restricted Stock Unit Award and Time-Based Restricted Stock Unit Agreement for awards granted under the Invitae Corporation 2015 Stock Incentive Plan (Inducement) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).	
			
99.6		Form of Notice of Performance-Based Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Agreement for awards granted under the Invitae Corporation 2015 Stock Incentive Plan (Inducement) (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).	
			
99.7		Form of Global Restricted Stock Unit Agreement under the Invitae Corporation 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).	
			
99.8		Invitae Corporation Employee Stock Purchase Plan, as amended and restated as of October 14, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).	
			
107		Filing Fee Table.	
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or

decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, State of California, on February 28, 2023.

 	INVITAE CORPORATION	
 	By:	/s/ Kenneth D. Knight	
 	 	Kenneth D. Knight
Chief Executive Officer	

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth D. Knight and Yafei (Roxi) Wen, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date	
 		 		 	
/s/ Kenneth D. Knight		Chief Executive Officer (Principal Executive Officer) and Director		February 28, 2023	
Kenneth D. Knight					
 		 		 	
/s/ Yafei (Roxi) Wen		Chief Financial Officer (Principal Financial Officer)		February 28, 2023	
Yafei (Roxi) Wen					
 		 		 	
/s/ Robert F. Werner		Chief Accounting Officer (Principal Accounting Officer)		February 28, 2023	
Robert F. Werner					
					
/s/ Randal W. Scott, Ph.D.		Chair of the Board and Director		February 28, 2023	
Randal W. Scott, Ph.D.					
					
/s/ Eric Aguiar, M.D.		Director		February 28, 2023	
Eric Aguiar, M.D.					
					
/s/ Geoffrey S. Crouse		Director		February 28, 2023	
Geoffrey S. Crouse					
 		 		 	
/s/ Christine M. Gorjanc		Director		February 28, 2023	
Christine M. Gorjanc					
					
/s/ Kimber D. Lockhart		Director		February 28, 2023	
Kimber D. Lockhart					
 		 		 	
/s/ Chitra Nayak		Director		February 28, 2023	
Chitra Nayak					
					
/s/ William H. Osborne		Director		February 28, 2023	
William H. Osborne					

Exhibit 107
Calculation of Filing Fee Tables

S-8
(Form Type)

Invitae Corporation
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed
Maximum Offering
Price Per Unit	Maximum
Aggregate
Offering Price	Fee Rate	Amount of
Registration Fee	
Equity	Common Stock, par value $0.0001 per share	457(c) and 457(h)	9,822,484	(2)	$1.99	(4)	$	19,546,744 		0.0001102	$	2,155 		
Equity	Common Stock, par value $0.0001 per share	457(c) and 457(h)	2,455,621	(3)	$1.70	(5)	$	4,174,556 		0.0001102	$	461 		
				
Total Offering Amounts	$	23,721,300 			$	2,616 		
Total Fee Offsets			— 		
Net Fee Due			$	2,616 		

(1)Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this registration statement also covers any additional securities that may be offered or become issuable under the Invitae Corporation 2015 Stock Incentive Plan (the “Stock Plan”) or the Invitae Corporation Employee Stock Purchase Plan (the “ESPP”) in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of common stock.                        
(2)Represents additional shares of the Registrant’s common stock that became available for issuance on January 1, 2023 under the Stock Plan, by operation of an automatic annual increase provision therein.                        
(3)Represents additional shares of the Registrant’s common stock that became available for issuance on January 1, 2023 under the ESPP, by operation of an automatic annual increase provision therein.                        
(4)Estimated in accordance with Rules 457(h) and 457(c) under the Securities Act solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 24, 2023.                        
(5)Estimated in accordance with Rules 457(h) and 457(c) under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 24, 2023. Pursuant to the ESPP, the purchase price of common stock will be at least 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the exercise date.        

Exhibit 5.1
PILLSBURY WINTHROP SHAW PITTMAN LLP
2550 Hanover Street
Palo Alto, California 94304

February 28, 2023

Invitae Corporation
1400 16th Street
San Francisco, California 94103

Ladies and Gentlemen:
We are acting as counsel for Invitae Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”) relating to the registration of 12,278,105 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, issuable pursuant to the Company’s 2015 Stock Incentive Plan and the Company’s Employee Stock Purchase Plan (collectively, the “Plans”).
We have reviewed the Registration Statement, the Plans and such other documents, records, certificates and other materials, and have reviewed and are familiar with such corporate proceedings and satisfied ourselves as to such other matters, as we have considered relevant or necessary as a basis for our opinions set forth in this letter. In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures and the legal capacity of all natural persons.
On the basis of the assumptions and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plans, will be validly issued, fully paid and nonassessable.
Our opinions set forth in this letter are 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 letter as Exhibit 5.1 to the Registration Statement. 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 thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Invitae Corporation 2015 Stock Incentive Plan and the Invitae Corporation Employee Stock Purchase Plan of our reports dated February 28, 2023, with respect to the consolidated financial statements of Invitae Corporation and the effectiveness of internal control over financial reporting of Invitae Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young, LLP

San Mateo, California
February 28, 2023