Guardant Health Files 8-K: Material Agreement & Equity Sales

TL;DR

Guardant Health signed a big deal & sold stock, filing 8-K today.

AI Summary

On February 6, 2025, Guardant Health, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks depending on the specifics not detailed here.

Key Numbers

• 001-38683 — SEC File Number (Identifies the company's filing with the SEC.)
• 45-4139254 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Guardant Health, Inc. (company) — Registrant
• February 6, 2025 (date) — Date of earliest event reported
• 3100 Hanover Street (location) — Principal executive offices address
• Palo Alto, California (location) — Principal executive offices city and state
• 94304 (location) — Principal executive offices ZIP code

FAQ

From the Filing

0001193125-25-022242.txt : 20250207 0001193125-25-022242.hdr.sgml : 20250207 20250207063520 ACCESSION NUMBER: 0001193125-25-022242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20250206 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250207 DATE AS OF CHANGE: 20250207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Guardant Health, Inc. CENTRAL INDEX KEY: 0001576280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 454139254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 25599212 BUSINESS ADDRESS: STREET 1: 3100 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 855-698-8887 MAIL ADDRESS: STREET 1: 3100 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 8-K 1 d931211d8k.htm 8-K 8-K false 0001576280 0001576280 2025-02-06 2025-02-06     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): February 6, 2025     GUARDANT HEALTH, INC. (Exact name of registrant as specified in its charter)       Delaware   001-38683   45-4139254 (State or other jurisdiction of incorporation or organization)   (Commission File Number)   (IRS Employer Identification No.) 3100 Hanover Street Palo Alto , California 94304 (Address of principal executive offices) (Zip Code) 855 - 698-8887 (Registrant’s telephone number, include area code)     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, $0.00001 par value per share   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 1.01 Entry into a Material Definitive Agreement On February 6, 2025, Guardant Health, Inc. (the “Company”) entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its outstanding 0% Convertible Senior Notes due 2027 (the “2027 Notes”), pursuant to which the Company will issue $600 million aggregate principal amount of 1.25% Convertible Senior Notes due 2031 (the “New Notes”) in exchange for the retirement of approximately $659.3 million principal amount of 2027 Notes (the “Transactions”). Following the closing of the Transa