Natera, Inc. Files 8-K on Equity Sales and Other Events

TL;DR

Natera filed an 8-K for unregistered equity sales & other events on Dec 4, 2025.

AI Summary

Natera, Inc. filed an 8-K on December 5, 2025, reporting unregistered sales of equity securities and other events. The filing details events that occurred on December 4, 2025, and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Austin, TX.

Why It Matters

This 8-K filing indicates potential changes in Natera's equity structure and may provide insights into the company's financial activities and strategic decisions.

Risk Assessment

Risk Level: medium — Filings related to unregistered sales of equity securities can sometimes indicate financial distress or a need for capital, which could pose a risk to investors.

Key Players & Entities

• Natera, Inc. (company) — Registrant
• December 4, 2025 (date) — Earliest event reported
• December 5, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Austin, TX (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NTRA Nasdaq Stock Market

Filing Documents

• tm2532406d4_8k.htm (8-K) — 31KB
• tm2532406d4_ex99-1.htm (EX-99.1) — 15KB
• tm2523406d4_ex99-1img001.jpg (GRAPHIC) — 11KB
• tm2523406d4_ex99-1img002.jpg (GRAPHIC) — 13KB
• 0001104659-25-118664.txt ( ) — 249KB
• ntra-20251204.xsd (EX-101.SCH) — 3KB
• ntra-20251204_lab.xml (EX-101.LAB) — 33KB
• ntra-20251204_pre.xml (EX-101.PRE) — 22KB
• tm2532406d4_8k_htm.xml (XML) — 4KB

02. Unregistered Sales of Equity Securities

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 pre

01. Other Events

Item 8.01. Other Events. 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

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated December 5, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

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

View Full Filing

View this 8-K filing on SEC EDGAR