8-K

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 10, 2022

GUARDANT HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38683	45-4139254
(State or other jurisdiction of<br> <br>incorporation or organization)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)

3000 Hanover Street

Palo Alto, California 94304

(Address of principal executive offices) (Zip Code)

855-698-8887

(Registrant’s telephone number, include 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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.00001	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 1.02.	Termination of a Material Definitive Agreement.

The information contained in Item 8.01 regarding the JV Agreement (as therein defined) is hereby incorporated by reference in this Item 1.02, as applicable.

Item 8.01.	Other Events.

On June 10, 2022, Guardant Health, Inc., a Delaware corporation (the “Company”) completed the purchase all of the shares held by SVF Excalibur (Cayman) Limited, a Cayman Islands limited company (collectively with its affiliates, “SoftBank”) in Guardant Health AMEA, Inc. (the “AMEA Joint Venture”) for an aggregate purchase price of $177,785,000, which was determined based on an independent third-party valuation (the “Share Purchase”). As previously disclosed, on November 2021, under the terms of the Joint Venture Agreement, dated as of May 9, 2017, by and between the Company and SoftBank (the “JV Agreement”), the Company exercised its call right contained in the JV Agreement to purchase all of the shares held by SoftBank. The JV Agreement was terminated concurrently with the completion of the Share Purchase (the “Closing”) and the members of the AMEA Joint Venture board of directors nominated by SoftBank resigned effective upon the Closing.

On June 13, 2022, the Company issued a press release announcing it had completed the Share Purchase, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>No.	Description
99.1	Press release of Guardant Health, Inc., dated June 13, 2022
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: June 13, 2022
	By:	/s/ John G. Saia
		John G. Saia
		Chief Legal Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

Guardant Health Completes Purchase of Guardant Health AMEA Joint Venture **** ****

PALO ALTO, Calif. June 13, 2022 – Guardant Health, Inc. (Nasdaq: GH), a leading precision oncology company, today announced it has purchased the remaining shares of Guardant Health AMEA, Inc. held by SoftBank and its affiliates, giving the company full control over operations throughout the Asia, Middle East and Africa region.

More than half of the world’s estimated new cancer cases come from Asia, Middle East and Africa (AMEA).^1^ This acquisition will allow Guardant Health to directly address the growing cancer burden in the region by accelerating the adoption of the company’s blood tests and services used by healthcare providers to detect and manage cancer across all stages of the disease.

Guardant Health AMEA serves 41 countries across the region. Near term, the company will prioritize bringing blood-based testing to healthcare providers and patients with advanced cancer in Japan where, in March 2022, the Japanese Ministry of Health, Labour and Welfare (MHLW) granted regulatory approval of Guardant360^®^ CDx, a liquid biopsy test for tumor mutation profiling in patients with advanced solid tumors.

“By acquiring the remaining shares of Guardant Health AMEA, we can focus on creating a unified and centralized global organization that delivers on our promise to help conquer cancer and improve patient outcomes,” said Helmy Eltoukhy, Guardant Health Chairman and co-CEO. “We believe our blood-based tests can play a significant role in helping address the growing cancer burden in the region, and we look forward to continuing to support patients facing cancer diagnoses as we expand our operations in these markets.”

In May 2018, Guardant Health and SoftBank Vision Fund established the Guardant Health AMEA joint venture to expand commercialization of Guardant Health’s industry-leading liquid biopsy technology across the region. Under the terms of the parties’ joint venture agreement, Guardant Health paid approximately $177.8 million to acquire the Guardant Health AMEA equity interest held by SoftBank and its affiliates.

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 GuardantOMNI^®^ 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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws, including statements regarding the potential utilities, values, benefits and advantages of Guardant Health’s liquid biopsy tests or assays, which involve risks and uncertainties that could cause the actual results to differ materially from the anticipated results and expectations expressed in these forward-looking statements. These statements are based on current expectations, forecasts and assumptions, and actual outcomes and results could differ materially from these statements due to a number of factors. These and additional risks and uncertainties that could affect Guardant Health’s financial and operating results and cause actual results to differ materially from those indicated by the forward-looking statements made in this press release include those discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and elsewhere in its Annual Report on Form 10-K for the year ended December 31, 2021 and in its other reports filed with the Securities and Exchange Commission. The forward-looking statements in this press release are based on information available to Guardant Health as of the date hereof, and Guardant Health disclaims any obligation to update any forward-looking statements provided to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing Guardant Health’s views as of any date subsequent to the date of this press release.

Investor Contact:

Alex Kleban

investors@guardanthealth.com

+1 657-254-5417

Media Contact:

Michele Rest

press@guardanthealth.com

+1 215-910-2138

References

1.	World Health Organization International Agency for Research on Cancer. Gco.iarc.fr website. Accessed<br>May 11, 2022. https://gco.iarc.fr/today/fact-sheets-populations.