FALSE000138410100013841012026-09-102026-09-10
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): September 10, 2026
VERACYTE, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36156 | | 20-5455398 |
(State or other jurisdiction of incorporation) | | Commission File Number | | (IRS Employer Identification No.) |
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6000 Shoreline Court, Suite 300, South San Francisco, California | | 94080 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (650) 243-6300
N/A
(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 | | VCYT | | The Nasdaq Stock Market LLC |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. |
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.
Merger Agreement
On September 10, 2026, Veracyte, Inc., a Delaware corporation (“Veracyte”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Compass Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Veracyte (“Merger Sub”), Convergent Genomics Inc., a Delaware corporation (“Convergent”), and Shareholder Representative Services LLC, as the exclusive representative of the Securityholder Indemnifying Parties (as defined in the Merger Agreement) in connection with the transactions contemplated by the Merger Agreement.
Pursuant to the terms of the Merger Agreement, on September 14, 2026, Merger Sub merged with and into Convergent, whereupon the separate corporate existence of Merger Sub ceased and Convergent continued as the surviving corporation and a wholly owned subsidiary of Veracyte (the “Merger”). Convergent is a genomic diagnostics company focused on bladder cancer, and the acquisition adds Convergent’s UroAmp and proprietary urine tumor DNA technology to the Veracyte roadmap.
Under the terms of the Merger Agreement and in accordance with the terms set forth therein, at the effective time of the Merger, Veracyte paid to the securityholders of Convergent aggregate cash consideration of $150 million in cash, subject to customary purchase price adjustments for Convergent’s cash, indebtedness, transaction expenses and net working capital. In addition, Veracyte may pay to the securityholders of Convergent up to an aggregate of $30 million in additional cash consideration based on the achievement of specified milestones related to UroAmp publications and reimbursement efforts.
The Merger Agreement contains customary representations, warranties, covenants and agreements of Convergent and Veracyte, including post-closing indemnification provisions.
The foregoing description of the Merger Agreement is included to provide investors with information regarding its terms. It does not purport to be a complete description of the terms of the Merger Agreement and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 14, 2026, Veracyte completed its acquisition of Convergent pursuant to the terms of the Merger Agreement. To the extent required by this Item 2.01, the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 7.01. Regulation FD Disclosure.
On September 14, 2026, Veracyte issued a press release announcing the completion of its acquisition of Convergent. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
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| 2.1* | | Agreement and Plan of Merger, dated as of September 10, 2026, by and among Veracyte, Inc., Compass Merger Sub, Inc., Convergent Genomics, Inc. and Shareholder Representative Services LLC, as the exclusive representative of the Securityholder Indemnifying Parties. |
| 99.1 | | Press release dated September 14, 2026. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Veracyte agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. Pursuant to Item 601(b)(2) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) is information of the type that the Company treats as private or confidential.
SIGNATURE
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.
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Dated: | September 14, 2026 | | |
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| | VERACYTE, INC. |
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| | By: | /s/ Rebecca Chambers |
| | Name: | Rebecca Chambers |
| | Title: | Chief Financial Officer |
| | | Principal Financial Officer |
Exhibit 99.1
Veracyte Acquires Convergent Genomics, Expanding its Urology Diagnostics Portfolio with a Urinary Tumor DNA Testing Platform
Acquisition positions Veracyte to deliver powerful genomic insights from urine, tissue, and blood to help guide bladder cancer care across the patient journey
SOUTH SAN FRANCISCO, Calif., - Sept. 14, 2026 — Veracyte, Inc. (Nasdaq: VCYT), a leading cancer diagnostics company, today announced its acquisition of Convergent Genomics. The acquisition adds Convergent Genomics’ UroAmp platform, including its proprietary urinary tumor DNA (utDNA) technology, to Veracyte’s product portfolio. To date, UroAmp has been clinically validated in non-muscle invasive bladder cancer (NMIBC), including therapy-response monitoring and post treatment surveillance.
In the U.S., there are approximately 85,000 patients diagnosed with bladder cancer annually, including about 65,000 with NMIBC. Of the 750,000 patients living with bladder cancer, approximately 600,000 are living with NMIBC.
NMIBC is generally confined to the bladder and may shed only limited tumor DNA into the bloodstream, which can make blood-based detection challenging. Urine, by contrast, comes into direct contact and can provide a highly relevant source of tumor-derived genomic information. UroAmp analyzes this information, creating the potential to help inform treatment decisions and monitor patients throughout their care.
“Bladder cancer care is advancing quickly, yet clinicians and patients still face significant uncertainty at critical decision points,” said Marc Stapley, Veracyte’s chief executive officer. “UroAmp brings a differentiated urine-based platform that is especially well suited to non-muscle-invasive disease. Together with our Decipher Bladder and TrueMRD tests, this acquisition strengthens Veracyte’s ability to deliver complementary insights from urine, tissue, and blood to help guide care across the bladder cancer continuum.”
UroAmp is supported by a robust and growing body of evidence, including nine peer-reviewed publications and more than 40 posters and abstracts. Veracyte’s initial test will be intended to help determine whether patients who have completed Bacillus Calmette-Guerin (BCG) induction therapy are likely to benefit from maintenance treatment. The company expects to commercialize this test in late 2028, subject to reimbursement timelines. Veracyte also plans to expand its use of the UroAmp platform to additional indications, including intravesical maintenance therapy monitoring and surveillance following treatment with curative intent.
In the RUMBLE study published in The Journal of Urology, a multicenter prospective clinical validation study, patients who were clinically negative following induction BCG treatment but tested positive for utDNA had a 12-month recurrence-free survival rate of 25%, compared with 91% among utDNA-negative patients.1
“This acquisition brings together UroAmp’s differentiated platform and scientific expertise with Veracyte’s evidence-generation capabilities, commercial infrastructure, and established relationships,” said Brian Slingerland, chief executive officer, Convergent Genomics. “We believe this combination can help accelerate the development of new tools that give physicians greater confidence in treatment and monitoring decisions and can ultimately improve care for people living with bladder cancer.”
The acquisition includes $150 million in upfront cash consideration and up to $30 million in additional cash consideration tied to key milestones related to UroAmp reimbursement efforts. Veracyte contemplated the ongoing operating expenses of Convergent in its previously provided 2026 adjusted EBITDA guidance and is not updating such guidance at this time.
About Convergent Genomics
Convergent Genomics was founded in 2015 by Trevor Levin, PhD, chief scientific officer, and a team of cancer biologists, urologic oncologists, and data scientists, in partnership with Oregon Health & Science University (OHSU) and Illumina Accelerator. The company has received multiple peer-review grants from the National Cancer Institute and is engaged in research with over 30 sites worldwide, including leading academic centers. Convergent
Genomics operates its clinical laboratory in South San Francisco that is certified by the California Department of Public Health and nationally by CLIA-CMS. For more information visit www.convergentgenomics.com.
About Veracyte
Veracyte (Nasdaq: VCYT) is a global diagnostics company with a vision to transform cancer care for patients around the world. The company’s molecular tests assess the unique biology of each patient’s tumor to help clinicians answer essential questions about cancer care. Veracyte’s Diagnostics Platform combines broad genomic and clinical data, advanced bioinformatics and AI, and a powerful evidence-generation engine to support continued innovation and pipeline development. The company’s portfolio includes the Afirma® Genomic Sequencing Classifier test, Decipher® Bladder Genomic Classifier test, Decipher® Prostate Genomic Classifier test, Prosigna® Breast Risk of Recurrence test, and the TrueMRD™ Monitoring Test for MIBC. For more information, visit Veracyte’s website or follow the company on LinkedIn or X (Twitter).
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the anticipated short and long term strategic, clinical, commercial and financial benefits of the acquisition; the expected impact of the acquisition on Veracyte’s near-term financial outlook; development, launch, commercialization, reimbursement and timing of tests based on the acquired technology, including UroAmp; the anticipated timing of launch of the first product; estimated market opportunities; potential commercial synergies; potential applications of UroAmp in other urological diseases; and ability to achieve anticipated milestones.
Forward-looking statements can be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “will,” “could” and similar expressions. Actual results may differ materially due to risks and uncertainties, including Veracyte’s ability to integrate Convergent, retain key employees, achieve anticipated benefits of the acquisition, meet development timelines, demonstrate clinical validity and utility of acquired products, obtain reimbursement for acquired products and commercialize new tests, including UroAmp.
Additional factors are described under “Risk Factors” in Veracyte’s most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. These statements speak only as of the date of this release, and Veracyte disclaims any obligation to update them except as required by law.
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Investors:
Kelly Gura
investors@veracyte.com
Media:
Molly Cornbleet
media@veracyte.com
+1-650-351-8780
1 Bahlburg H, Maas M, Contreras-Sanz A, et al. Urine tumor DNA testing identifies recurrence and monitors therapy response in patients with high-risk non-muscle-invasive bladder cancer receiving intravesical bacillus Calmette-Guérin. J Urol. 2026;216(3):388-399. doi:10.1097/JU.0000000000005130.