UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On December 31, 2021, Guardant Health, Inc. (the “Company”) entered into a Settlement and License Agreement (the “Settlement Agreement”) with Foundation Medicine, Inc. (“FMI,” now a subsidiary of Roche Holdings, Inc.), consistent with the binding term sheet entered into by the parties on May 13, 2021 and announced in a Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 17, 2021. Under the terms of the Settlement Agreement, FMI will pay the Company $25 million as well as future royalties for the remaining term of the licensed patents, while the Company will grant FMI a non-exclusive license to a defined subset of the Company’s patents. As a result of the Settlement Agreement, all pending patent litigation between the parties will be dismissed.
On January 7, 2022, the Company issued a press release announcing the Settlement Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws, such as statements about final court approval of the settlement and entry into a definitive settlement agreement. These statements are based on current expectations and assumptions, and actual outcomes and results could differ materially from these statements due to a number of factors. Additional risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K include those discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its other reports filed with the SEC. The forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and the Company 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 the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release of Guardant Health, Inc., dated January 7, 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: January 7, 2022 | ||||||||
| By: | /s/ John G. Saia | |||||||
| John G. Saia | ||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||