0001447362FALSE00014473622022-06-032022-06-03
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): June 3, 2022
Castle Biosciences, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| | | | | |
| Delaware | | 001-38984 | | 77-0701774 |
(state or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 505 S. Friendswood Drive, Suite 401 Friendswood, Texas | | 77546 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (866) 788-9007
(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, $0.001 par value per share | | CSTL | | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
As previously disclosed, on December 3, 2021, Castle Biosciences, Inc. (the “Company”) completed the acquisition of Cernostics, Inc. (“Cernostics”). In connection with the anticipated filing of a Registration Statement on Form S-3, the Company is filing this Current Report on Form 8-K to provide updated unaudited pro forma condensed financial information for the year ended December 31, 2021, giving effect to the acquisition of Cernostics. The updated unaudited pro forma financial information is included as Exhibit 99.1 attached hereto, which is incorporated herein by reference. This updated unaudited pro forma financial information has been presented for informational purposes only. It does not purport to project the future financial position or operating results of the Company following the acquisition of Cernostics.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
i.The Company’s unaudited pro forma condensed combined financial information for the year ended December 31, 2021 is filed as Exhibit 99.1 to this report and incorporated herein by reference.
(d) Exhibits.
| | | | | | | | |
| Exhibit | | |
| Number | | Description |
| 99.1 | | |
| 104 | | Inline XBRL for the cover page of this Current Report on Form 8-K. |
| | |
| SIGNATURES |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | | | | | | | | |
| CASTLE BIOSCIENCES, INC. |
| | | |
| | | |
| By: | /s/ Frank Stokes | |
| | Frank Stokes | |
| | Chief Financial Officer | |
Date: June 3, 2022 | | | |