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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 |
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 | ||||||
