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):  November 12, 2015

 

VERACYTE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36156

 

20-5455398

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

7000 Shoreline Court, Suite 250, South San Francisco, California 94080

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (650) 243-6300

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)           Effective November 12, 2015, the Board of Directors of Veracyte, Inc. (the “Company”) elected Tina S. Nova, Ph.D. to the Company’s Board of Directors.  In addition to serving on the Board of Directors, Dr. Nova will also serve as Chairman of the Regulatory and Compliance Committee of the Board of Directors.

 

Dr. Nova, age 62, is a life sciences industry veteran with extensive experience building and leading novel genomics-based businesses. Since October 2015, she has served as president and chief executive officer of Molecular Stethoscope, Inc., a molecular diagnostics company.  From July 2014 to August 2015, she was senior vice president and general manager of Illumina Inc.’s oncology business unit. Dr. Nova was a co-founder of Genoptix, Inc., a medical laboratory diagnostics company, and served as its President from 2000 to April 2014. Dr. Nova also served as the chief executive officer of Genoptix, Inc. and as a member of its board of directors from 2000 until Novartis AG acquired Genoptix, Inc. in March 2011.  Dr. Nova currently serves on the board of directors of Arena Pharmaceuticals, Inc. and is vice chairman of the board of directors for the newly-formed Rady Pediatric Genomics and Systems Medicine Institute, which is part of Rady Children’s Hospital-San Diego. Dr. Nova served as a director of Adamis Pharmaceuticals Corporation from February 2011 to August 2014, NanoString Technologies, Inc. from April 2014 until July 2014 when she accepted her position at Illumina, Inc., and Cypress Bioscience, Inc. from April 2007 until its acquisition in January 2011. Dr. Nova holds a B.S. in Biological Sciences from the University of California, Irvine and a Ph.D. in Biochemistry from the University of California, Riverside.

 

As a non-employee director of the Company, Dr. Nova will be entitled to the same cash and equity compensation paid by the Company to each of its non-employee directors, as described in the Company’s proxy statement for its 2015 Annual Meeting of Stockholders filed on April 8, 2015, and shall receive $10,000 annually as Chairman of the Regulatory and Compliance Committee.

 

Item 9.01              Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release issued by Veracyte, Inc. dated November 16, 2015.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated: November 16, 2015

 

 

 

 

Veracyte, Inc.

 

 

 

 

 

By

/s/ Shelly D. Guyer

 

Name:

Shelly D. Guyer

 

Title:

Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release issued by Veracyte, Inc. dated November 16, 2015.

 

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Exhibit 99.1

 

For Immediate Release

 

Veracyte Names Tina S. Nova, Ph.D. to Its Board of Directors

 

SOUTH SAN FRANCISCO, Calif. — November 16, 2015 — Veracyte, Inc. (NASDAQ: VCYT), a molecular diagnostics company pioneering the field of molecular cytology, today announced that Tina S. Nova, Ph.D. has been appointed to its Board of Directors.

 

Dr. Nova is a life science industry veteran with extensive experience building and leading novel genomics-based businesses. She currently serves as president and chief executive officer of Molecular Stethoscope, Inc., a newly formed molecular diagnostics company. Most recently, she was senior vice president and general manager of Illumina’s oncology business unit. From 2000 to 2014, Dr. Nova was a co-founder and director, president and chief executive officer of Genoptix Medical Laboratory, which was purchased by Novartis Pharmaceuticals Corporation for nearly $0.5 billion in 2011. She has also held senior positions with Nanogen, Inc., Ligand Pharmaceuticals, Inc. and Hybritech, Inc. Dr. Nova currently serves on the board of directors for Arena Pharmaceuticals and is vice chairman of the board of directors for the newly formed Rady Pediatric Genomics and Systems Medicine Institute, which is part of Rady Children’s Hospital-San Diego.

 

“We are delighted to have an industry leader of Dr. Nova’s caliber join the Veracyte Board,” said Bonnie Anderson, president and chief executive officer. “Her experience in building highly successful molecular diagnostics companies will be instrumental to Veracyte as we continue to grow our Afirma business and expand our molecular cytology franchise further into pulmonology, with the launch of our third product — targeting interstitial lung diseases — planned for 2016.”

 

About Veracyte

 

Veracyte (NASDAQ: VCYT) is pioneering the field of molecular cytology, offering genomic solutions that resolve diagnostic ambiguity and enable physicians to make more informed treatment decisions at an early stage in patient care. By improving preoperative diagnostic accuracy, the company aims to help patients avoid unnecessary invasive procedures while reducing healthcare costs. Veracyte’s Afirma Thyroid FNA Analysis centers on the proprietary Afirma Gene Expression Classifier and is becoming a new standard of care in thyroid nodule assessment. The Afirma test is recommended in leading practice guidelines and is covered for nearly 155 million lives in the United States, including through Medicare and many commercial insurance plans. Veracyte is expanding its molecular cytology franchise to other clinical areas, beginning with difficult-to-diagnose lung diseases. In April 2015, the company launched the Percepta™ Bronchial Genomic Classifier, a test to evaluate patients with lung nodules that are suspicious for cancer. Veracyte is developing a second product in pulmonology, targeting interstitial lung diseases, including idiopathic pulmonary fibrosis. For more information, please visit www.veracyte.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “expect,” “believe,” “should,” “may,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our beliefs regarding the drivers of adoption of Afirma, our expectations with respect to the success of our entry into the pulmonology market, our expectations regarding full-year 2015 guidance and forecast for annual GEC test volume, and the value and potential of our technology and research and development pipeline. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, anticipated events and trends, the economy and other future conditions. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: our limited operating history and history of losses; our ability to increase usage of and reimbursement for Afirma and to obtain reimbursement for any future products we may develop or sell; our ability to continue our momentum and growth; our dependence on a few payers for a

 



 

significant portion of our revenue; the complexity, time and expense associated with billing and collecting from payers for our tests; laws and regulations applicable to our business, including potential regulation by the Food and Drug Administration or other regulatory bodies; our dependence on strategic relationships and our ability to successfully convert new accounts resulting from such relationships; our ability to develop and commercialize new products and the timing of commercialization; our ability to successfully achieve adoption of and reimbursement for our Percepta Bronchial Genomic Classifier; our ability to achieve sales penetration in complex commercial accounts; the occurrence and outcome of clinical studies; the timing and publication of study results; the applicability of clinical results to actual outcomes; our inclusion in clinical practice guidelines; the continued application of clinical guidelines to our products; our ability to compete; our ability to expand into international markets and achieve adoption of our tests in such markets; our ability to obtain capital when needed; and other risks set forth in the company’s filings with the Securities and Exchange Commission, including the risks set forth in the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. These forward-looking statements speak only as of the date hereof and Veracyte specifically disclaims any obligation to update these forward-looking statements.

 

Veracyte, Afirma, Percepta, the Veracyte logo, and the Afirma logo are trademarks or registered trademarks of Veracyte, Inc.

 

Source: Veracyte

 

#  #  #

 

Media:

Tracy Morris

650-380-4413

Tracy.Morris@Veracyte.com

 

Investors:

Pam Lord 
Canale Communications

619-849-6003 
pam@canalecomm.com

 

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