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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-K/A**

 

**Amendment No. 1**

 

**(Mark One)**

 

**x**      **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the fiscal year ended December 31, 2015**

 

**o**         **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the transition period from              to**

 

**Commission File No. 001-36847**

 

**Invitae Corporation**

(Exact name of the registrant as specified in its charter)

 

| **Delaware**   (State or other jurisdiction of   incorporation or organization) |   | **27-1701898**   (I.R.S. Employer   Identification No.) |
|---------------------------------------------------------------------------------|--------|---------------------------------------------------------|

 

**458 Brannan Street, San Francisco, California 94107**

(Address of principal executive offices, Zip Code)

 

**(415) 374-7782**

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 
| **Title of each class:**     | ** ** | **Name of each exchange on which registered:** |
|---------------------------------------------|------------|------------------------------------------------------------------------------|
| Common Stock, par value   $0.0001 per share |       | The New York Stock   Exchange                                                |

 

Securities registered pursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o  No x

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large accelerated filer o                                                 |   | Accelerated filer x           |
|--------------------------------------------------------------------------------|--------|------------------------------------|
|                                                                           |   |                               |
| Non-accelerated   filer o   (Do not check if a smaller reporting company) |   | Smaller reporting   company o |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

As of June 30, 2015, the aggregate market value of common stock held by non-affiliates of the Registrant was approximately $180.7 million, based on the closing price of the common stock as reported on The New York Stock Exchange for that date.

 

The number of shares of the registrant’s Common Stock outstanding as of March 2, 2016 was 31,976,501.

 

 

 

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**TABLE OF CONTENTS**

 
| **Item No.** | ** **                                | ** ** | **Page No.** |
|-------------------|-------------------------------------------|------------|-------------------|
| PART IV      |                                      |       |
| Item 15.     | Exhibits,   Financial Statement Schedules | 2          |
| SIGNATURES        | 3                                         |

 

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**EXPLANATORY NOTE**

 

Invitae Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 10, 2016 (the “Original Filing”). This Amendment is being filed solely for the purpose of correcting the certifications of its Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) filed as Exhibits 31.1 and 31.2 to the Original Filing, each of which inadvertently omitted language in the introductory portion of paragraph 4 as well as paragraph 4(b).

 

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**PART IV**

 

**ITEM 15.  Exhibits and Financial Statement Schedules.**

 

(b)                                 Exhibits

 
| **Exhibit    Number** | ** ** | **Description**                                                                                                       |
|----------------------------|------------|-----------------------------------------------------------------------------------------------------------------------|
| 31.1                       |       | Principal Executive   Officer’s Certifications Pursuant to Section 302 of the Sarbanes Oxley   Act of 2002. |
| 31.2                       |       | Principal Financial   Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002. |

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|     | INVITAE CORPORATION |
|----------|---------------------|
|     |                |   |
|     | By:                 | /s/ Randal W.   Scott, Ph.D. |
|     |                | Randal W. Scott,   Ph.D. |
| * * | * *            | *Chief   Executive Officer* |

 

Date: May 2, 2016

 

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