8-K
false 0001576280 0001576280 2023-08-01 2023-08-01

 

 

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): August 1, 2023

 

 

GUARDANT HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38683   45-4139254
(State or other jurisdiction of
incorporation or organization)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

3100 Hanover Street

Palo Alto, California 94304

(Address of principal executive offices) (Zip Code)

855-698-8887

(Registrant’s telephone number, include area code)

 

 

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, $0.00001 par value per share   GH   The Nasdaq Global Select Market

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 August 1, 2023, Guardant Health, Inc. (the “Company”) publicly announced that it entered into a Collaboration and Settlement Agreement (the “Collaboration Agreement”) with Illumina, Inc. (“Illumina”). Under the terms of the Collaboration Agreement, the parties have agreed to extend their long-standing commercial relationship by agreeing to collaborate on the sharing of specimen samples in order to advance cancer research, and by entering into a new long-term purchase and supply commitment. Furthermore, the parties agreed to dismiss with prejudice the March 2022 lawsuit filed by Illumina in the U.S. District Court for the District of Delaware, Illumina, Inc. v. Guardant Health, Inc. et al, Case No. 1:22-cv-00334-GBW-CJB, including any allegations related to the subject intellectual property.

On August 1, 2023, the Company issued a press release announcing the Collaboration Agreement. A copy of the press release is provided as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press release of Guardant Health, Inc., dated August 1, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    GUARDANT HEALTH, INC.
Date: August 1, 2023     By:  

/s/ John G. Saia

      John G. Saia
      Chief Legal Officer and Corporate Secretary

Exhibit 99.1

 

PRESS RELEASE

Guardant resolves pending litigation with Illumina and enters into new agreement to advance long-term commercial partnership and cancer research

PALO ALTO, CALIF., August 1, 2023 /BUSINESSWIRE/ – Guardant Health, Inc. (NASDAQ: GH), a leading precision oncology company, today announced an agreement with Illumina Inc. (NASDAQ: ILMN), a global leader in DNA sequencing and array-based technologies, that resolves their pending litigation and promotes a shared resolution to advance the companies’ long-term, commercial partnership.

The three-year agreement includes a joint request to dismiss with prejudice the pending litigation between the companies, including any allegations related to the subject intellectual property. The companies have also extended their long-standing commercial relationship by agreeing to collaborate on the sharing of specimen samples to advance cancer research, and by entering into a new long-term purchase and supply commitment.

“Both companies are deeply committed to our collaboration to help patients and conquer cancer,” said Chris Freeman, chief commercial officer of Guardant. “This agreement supports getting our transformative technologies to even more patients globally, while strengthening our long-standing and valued partnership with Illumina.”

About Guardant Health

Guardant Health is a leading precision oncology company focused on helping conquer cancer globally through use of its proprietary tests, vast data sets and advanced analytics. The Guardant Health oncology platform leverages capabilities to drive commercial adoption, improve patient clinical outcomes and lower healthcare costs across all stages of the cancer care continuum. Guardant Health has commercially launched Guardant360®, Guardant360 CDx, Guardant360 TissueNext, Guardant360 Response, and GuardantINFINITY tests for advanced-stage cancer patients, and Guardant Reveal for early-stage cancer patients. The Guardant Health screening portfolio, including the commercially launched Shield test, aims to address the needs of individuals eligible for cancer screening. For more information, visit guardanthealth.com and follow the company on LinkedIn and Twitter.

Investors:

Carrie Mendivil

[email protected]

Media:

Matt Burns

518-423-5907

[email protected]