Lucira Health, Inc. Form 8-K (Feb. 9, 2021)

Summary

Current report on Form 8-K of Lucira Health, Inc. dated February 9, 2021. Under Item 5.03, the company states that on February 9, 2021 it filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware and adopted amended and restated bylaws, in connection with the closing of the initial public offering. Under Item 8.01, the company states that it closed the offering of 10,350,000 shares of Common Stock, including 1,350,000 shares issued on the full exercise of the underwriters' option, at a price to the public of $17.00 per share, for gross proceeds of $175.95 million before underwriting discounts and commissions and offering expenses. The signature block is Erik T. Engelson, President and Chief Executive Officer.

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8-K 1 d941835d8k.htm 8-K 8-K

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 9, 2021

Lucira
Health, Inc.

(Exact name of registrant as specified in its charter)

Delaware | 001-39976 | 27-2491037
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)
1412 62nd Street Emeryville, California | 94608
(Address of principal executive offices) | (Zip Code)

Registrant’s telephone number, including area code: (510) 350-8071

(Former name
or former address, if changed since last report.)

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, par value $0.001 per share | LHDX | Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Certificate of Incorporation

On February 9, 2021, Lucira Health, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated
Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common
Stock”). The Company’s board of directors and stockholders previously approved the Restated Certificate to be effective immediately following the closing of the IPO.

Amendment and Restatement of Bylaws

Effective as of
February 9, 2021, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO. The Company’s board of directors and stockholders previously approved the Restated Bylaws to be
effective immediately prior to the closing of the IPO.

The foregoing descriptions of the Restated Certificate and the Restated Bylaws are qualified in
their entirety by reference to the full text of the Restated Certificate and the Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

Item 8.01 | Other Events.

On February 9, 2021, the Company closed its IPO of 10,350,000 shares of its Common Stock, including 1,350,000 shares of Common Stock issued pursuant to
the full exercise of the underwriters’ option to purchase additional shares in the IPO, at a price to the public of $17.00 per share. The gross proceeds to the Company from the IPO were $175.95 million, before deducting underwriting
discounts and commissions and offering expenses payable by the Company.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description
3.1 | Amended and Restated Certificate of Incorporation of the Registrant.
3.2 | Amended and Restated Bylaws of the Registrant.

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.

Lucira Health, Inc.
Date: February 9, 2021 | By: | /s/ Erik T. Engelson
Erik T. Engelson
President and Chief Executive Officer

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