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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):
December 4, 2025
Natera, Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001-37478 |
|
01-0894487 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
13011 McCallen Pass
Building A Suite 100
Austin, TX 78753
(Address of principal executive offices,
including zip code)
(650)
980-9190
(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, par value $0.0001 per share |
|
NTRA |
|
Nasdaq Stock Market LLC
(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 3.02. | Unregistered Sales of Equity Securities. |
On December 4, 2025, Natera, Inc. (the “Company”)
acquired Foresight Diagnostics Inc. (“Foresight”), a privately held cancer diagnostics company and Clinical Laboratory Improvement
Amendments-registered laboratory that specializes in molecular residual disease detection in B-cell lymphomas, pursuant to that certain
Agreement and Plan of Merger, dated as of October 10, 2025, by and among the Company, Falcon Acquisition Sub, Inc., a wholly owned subsidiary
of the Company, Foresight and Fortis Advisors, LLC (the “Merger Agreement”). As consideration for the acquisition, the Company
agreed to issue to the stockholders of Foresight: (i) 1,127,982 shares of common stock, par value $0.0001 per share (the “Common
Stock”), of the Company (the “Consideration Shares”); and (ii) an estimated 824,583 additional shares that may become
issuable to the stockholders of Foresight after the closing of the transactions pursuant to the Merger Agreement (the “Potentially
Issuable Shares”), consisting of (a) shares held in an escrow account that may be released to the stockholders of Foresight pursuant
to the terms of the Merger Agreement, (b) shares that may become issuable to the stockholders of Foresight as milestone payments pursuant
to the terms of the Merger Agreement, contingent upon the achievement of milestones specified in the Merger Agreement, (c) shares that
may become issuable to the stockholders of Foresight pursuant to certain post-closing purchase price adjustments pursuant to the terms
of the Merger Agreement and (d) shares that may become issuable to the stockholders of Foresight in accordance with a formula set forth
in the Merger Agreement (the “Price Protection Shares”).
The number of Potentially Issuable Shares is based on a
good faith estimate of the number of shares issuable to the stockholders of Foresight pursuant to the Merger Agreement within the next
three years, and such amount is not an indication or prediction of how many of such shares will ultimately be issued, because the actual
number of shares issuable depends on a variety of factors, including whether there are any post-closing adjustments to the purchase price,
the actual number of shares released from escrow, the future trading price of the Common Stock, the prices and volumes at which shares
may be resold by the stockholders of Foresight within the specified price protection period and whether certain milestones are achieved,
among other things.
The issuance of the Consideration Shares and the Potentially Issuable
Shares that the Company elects to issue will not be initially registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws. Based in part upon the representations of the stockholders of Foresight in the Merger Agreement,
the Company has relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof for a transaction
by an issuer not involving any public offering. In connection with the closing of the transaction, the Company also intends to file an
automatically effective registration statement on Form S-3, registering for re-sale the Consideration Shares and the Potentially Issuable
Shares.
On December 5, 2025, the Company issued a press release announcing
its acquisition of Foresight. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Forward-Looking Statements
All statements other than statements of historical facts contained
in this Current Report on Form 8-K are forward-looking statements and are not a representation that the Company’s plans, estimates,
or expectations will be achieved. These forward-looking statements, including those regarding the issuance of the Potentially Issuable
Shares, represent the Company’s expectations as of the date of this Current Report on Form 8-K, and are based on current expectations
and are subject to risks and uncertainties that could cause actual results to differ materially, including whether there are any post-closing
adjustments to the purchase price, the actual number of shares released from escrow, the future trading price of the Common Stock, the
prices and volumes at which shares may be resold by the stockholders of Foresight within the specified price protection period and whether
certain milestones are achieved. Additional risks and uncertainties are discussed in greater detail in “Risk Factors” in the
Company’s recent filings on Forms 10-K and 10-Q and in other filings the Company makes with the U.S. Securities and Exchange Commission
from time to time.
|
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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.
| |
Natera, Inc. |
| |
|
|
| |
By: |
/s/ Michael Brophy |
| |
|
Michael Brophy |
| |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
Dated: December 5, 2025
Exhibit 99.1
Natera Acquires Foresight Diagnostics
Expands Natera’s
lead in solid tumor MRD, acquiring ultrasensitive phased variant technology with LOD95 of 0.3 parts per million (ppm) and detection below
0.1 ppm1
Cutting-edge IP adds
to Natera’s portfolio of >500 issued or pending patents
Accelerates Natera’s
expansion into lymphoma, where Foresight has developed a strong clinical position
Austin, TX, and Boulder, CO – December 5, 2025 –
Natera, Inc. (NASDAQ: NTRA), a global leader in cell-free DNA and precision medicine, and Foresight Diagnostics, a
leader in ultrasensitive molecular residual disease (MRD) detection, today announced that Natera has completed a transaction to acquire
Foresight.
Foresight is a cancer diagnostics
company and CLIA-registered laboratory. The company’s circulating tumor DNA (ctDNA)-based MRD tests leverage its patented
PhasED-Seq™ technology, targeting phased variants. With this technology, Foresight has reported performance with LOD95 of 0.3 parts
per million and detection below 0.1 ppm1.
Foresight was founded
by Stanford University physicians and scientists, Maximilian Diehn, M.D., Ph.D., Ash Alizadeh, M.D., Ph.D., and David Kurtz, M.D., Ph.D.,
together with Jake Chabon, Ph.D., Foresight’s chief scientific officer and chief executive officer. The company has authored more
than 40 scientific publications and presentations and partnered with more than 30 biopharma and academic researchers.
Strategic Rationale
The transaction combines Natera’s
leading commercial and operational infrastructure for the delivery of personalized MRD testing with Foresight’s unique phased variant
technology and leadership in lymphoma. It builds on Natera’s broad intellectual property portfolio for tumor-informed and
personalized MRD products including in phased variants, and promises to accelerate MRD adoption in lymphoma and other solid tumor types.
| · | Signatera™
platform with phased variants: The integration of phased variants into the Signatera
platform will further differentiate and strengthen test performance across solid tumors.
This enhanced version is available immediately for research use for biopharma and academic
partners and is expected to be launched for clinical use in 2026. |
| · | Leadership in
lymphoma: The transaction builds on Foresight’s clinical research momentum in B-cell
lymphomas, a large patient population with more than 75,000 new cases annually in the U.S.2
Earlier this year, Foresight data provided the foundation
for the inclusion of ctDNA MRD into the National Comprehensive Cancer Network® (NCCN®)
Clinical Practice Guidelines for diffuse large B-cell lymphoma. Additionally, Foresight’s
CLARITY™ MRD assay for lymphoma is being
used in three prospective MRD-driven clinical trials informing treatment decisions for patients.
Foresight CLARITY joins Natera’s extensive MRD product portfolio and will continue
to support clinical trials, translational research and future applications. |
At the American Society of Hematology
(ASH) Annual Meeting beginning on December 6, Natera and Foresight will have a total of 15 abstracts featuring Signatera and
PhasED-Seq, including seven oral presentations.
Transaction Terms
Natera has closed the acquisition
of Foresight in an all-stock transaction consisting of a $275 million upfront with an additional $175 million in earnouts tied to the
achievement of revenue- and reimbursement-based milestones.
“This acquisition reinforces
Natera’s position at the forefront of precision oncology,” said Steve Chapman, chief executive officer of Natera. “Foresight’s
phased variant technology and leadership in lymphoma complement Natera’s strong capabilities in personalized MRD testing, improving
the value we can deliver to patients, clinicians, biopharma partners and the broader healthcare system.”
“Foresight’s mission has always been to improve the lives
of cancer patients worldwide through innovative diagnostics,” said Chabon. “As we join Natera, I’m deeply grateful
to our employees, partners and investors who have helped bring us to this moment. Together, we can realize this mission on a far greater
scale, accelerating the pace of discovery across both hematologic and solid tumors.”
Gibson, Dunn & Crutcher LLP is serving as legal counsel to
Natera. Wilson Sonsini Goodrich & Rosati is serving as legal counsel to Foresight, while Centerview Partners LLC is acting as
its financial advisor.
References
| 1. | Cabel L, Jeon YJ, Parikh AR, et al. Ultrasensitive Phased Variant
Detection Enables Improved ctDNA-Based MRD Assessment Across Solid Tumors. Presented at:
European Society for Medical Oncology (ESMO) Annual Meeting; 2024. |
| 2. | American Cancer Society. Types of B-cell Lymphoma. American
Cancer Society. https://www.cancer.org/cancer/types/non-hodgkin-lymphoma/about/b-cell-lymphoma.html.
Accessed November 26, 2025. |
About Natera
Natera™ is a global leader in cell-free DNA and precision medicine,
dedicated to oncology, women’s health, and organ health. We aim to make personalized genetic testing and diagnostics part of the
standard-of-care to protect health and inform earlier, more targeted interventions that help lead to longer, healthier lives. Natera’s
tests are supported by more than 325 peer-reviewed publications that demonstrate excellent performance. Natera operates ISO 13485-certified
and CAP-accredited laboratories certified under the Clinical Laboratory Improvement Amendments (CLIA) in Austin, Texas, and San Carlos,
California. For more information, visit www.natera.com.
Forward-Looking Statements
All statements other than statements of historical facts contained
in this press release are forward-looking statements and are not a representation that Natera’s plans, estimates, or expectations
will be achieved. These forward-looking statements, including those regarding the expected benefits of the Foresight acquisition, integration
of technologies, clinical and commercial opportunities, and future performance, represent Natera’s expectations as of the date
of this press release, and are based on current expectations and are subject to risks and uncertainties that could cause actual results
to differ materially, including the ability to integrate Foresight’s business, realize anticipated benefits, achieve expected clinical
or commercial outcomes, obtain or maintain reimbursement coverage, and respond to competitive or regulatory developments. Additional
risks and uncertainties are discussed in greater detail in “Risk Factors” in Natera’s recent filings on Forms 10-K
and 10-Q and in other filings Natera makes with the SEC from time to time. These documents are available at www.natera.com/investors
and www.sec.gov.
Contacts
Investor Relations: Mike Brophy, CFO, Natera, Inc., [email protected]
Media: Lesley Bogdanow, VP of Corporate Communications, Natera, Inc.,
[email protected]
