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): March 2, 2022

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 March 2, 2022, Invitae Corporation (the “Company”) filed a prospectus supplement relating to the offer and sale from time to time of shares of its common stock, $0.0001 par value per share, with an aggregate offering price of up to $400,000,000 (the “Shares”) pursuant to the Company’s existing “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933 and the Sales Agreement, dated May 4, 2021, with Cowen and Company, LLC (the “Agreement”). A copy of the opinion of Pillsbury Winthrop Shaw Pittman LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto. As of March 2, 2022, no sales of Shares have been made under the Agreement.
The Shares will be sold pursuant to the Company’s automatic shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission and became effective automatically on March 2, 2022, including the related prospectus, dated March 2, 2022, as supplemented by the prospectus supplement dated March 2, 2022.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
 
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 Date 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: March 2, 2022

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
March 2, 2022
Invitae Corporation
1400 16th Street
San Francisco, CA 94103
Ladies and Gentlemen:
We are acting as counsel for Invitae Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale of shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of the Company, having an aggregate offering price of up to $400,000,000, all of which are authorized but heretofore unissued shares to be offered and sold by the Company, pursuant to the Registration Statement on Form S-3 (the “Registration Statement”), 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 2, 2022, as supplemented by the prospectus supplement dated March 2, 2022 relating to the offer and sale of the Shares (as so supplemented, the “Prospectus”).
We have reviewed and are familiar with such documents, corporate proceedings and other matters as we have considered relevant or necessary as a basis for the opinions expressed in this letter. On the basis of the foregoing and subject to the other qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and the Prospectus and in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable.
The 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 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