DE false 0001384101 0001384101 2021-02-04 2021-02-04





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2021




(Exact name of registrant as specified in its charter)




DELAWARE   001-36156   20-5455398

(State or other jurisdiction

of incorporation)



File Number


(IRS Employer

Identification No.)


6000 Shoreline Court, Suite 300, South San Francisco, California   94080
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 243-6300


(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





Name of each exchange

on which registered

Common Stock, par value, $0.001 per share   VCYT   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

Equity Offering

On February 4, 2021, Veracyte, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and SVB Leerink LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering of 7,432,433 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a public offering price of $74.00 per share (the “Offering”). The Offering is expected to close on or about February 9, 2021, subject to customary closing conditions. The Company has granted the Underwriters an option, exercisable within 30 days from the date of the Underwriting Agreement, to purchase up to 1,114,864 additional Shares. The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-252681) previously filed with the Securities and Exchange Commission, including the related prospectus dated February 3, 2021, as supplemented by a prospectus supplement.

The Company estimates that net proceeds from the Offering will be approximately $516.3 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriters’ option to purchase additional shares. The Company intends to use a portion of the net proceeds from the Offering, together with its existing cash and cash equivalents, to finance its acquisition of Decipher Biosciences, Inc. (“Decipher”). The Company intends to use the remaining net proceeds of the offering for working capital and other general corporate purposes. The Company may also use a portion of the net proceeds from the Offering to acquire or invest in complementary businesses, technologies or other assets, although it has no present commitments or agreements to do so (other than with respect to Decipher).

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.

A copy of the opinion of Fenwick & West LLP, relating to the validity of the Shares in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.

On February 4, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Merger Consideration

Following the closing of the Offering, the Company intends to exercise its option under its previously-disclosed Agreement and Plan of Merger with Delight Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Veracyte (“Delight Merger Sub I”), Delight Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Veracyte, and Decipher, to substitute cash in lieu of shares of the Company’s common stock up to the full amount of the $350 million stock portion of the merger consideration, resulting in an all-cash transaction for $600 million, subject to purchase price adjustments, as previously disclosed. As a result of this election, the acquisition will be effected by a single-step merger of Delight Merger Sub I with and into Decipher, with Decipher surviving the merger and becoming a wholly-owned subsidiary of the Company, the Company does not intend file a Registration Statement on Form S-4 in connection with the transaction, and the Company now expects the transaction to close in March 2021, subject to regulatory approval and the satisfaction of other customary conditions.


Item 9.01.

Financial Statements and Exhibits.







Description of Exhibit

  1.1    Underwriting Agreement dated February 4, 2021.
  5.1    Opinion of Fenwick & West LLP.
23.1    Consent of Fenwick & West LLP (included in Exhibit 5.1).
99.1    Press Release dated February 4, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: February 5, 2021      

/s/ Keith Kennedy

    Name:   Keith Kennedy
    Title:   Chief Financial Officer and Chief Operating Officer
      (Principal Financial Officer)