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): ~~March~~April 1222, 2021

GENMARK DIAGNOSTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34753	27-2053069
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

5964 La Place Court

Carlsbad, California 92008

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (760) 448-4300

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 ~~(see General Instruction A.2 below)~~:

☐	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~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.0001 per share		GNMK		The Nasdaq Global 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~~Introduction.01 ~~Entry into a Material Definitive Agreement.~~

OnAs ~~March 12,~~previously ~~2021,~~disclosed ~~GenMark~~in ~~Diagnostics,~~the ~~Inc.,~~Current aReport ~~Delaware~~on ~~corporation~~Form ~~(the~~8-K ~~“Company”),~~filed ~~Roche~~with ~~Holdings,~~the ~~Inc.,~~Securities aand ~~Delaware~~Exchange ~~corporation~~Commission (“~~Roche~~SEC”), ~~and~~by ~~Geronimo~~GenMark ~~Acquisition~~Diagnostics, ~~Corp~~Inc., a(the ~~Delaware~~“Company”) ~~corporation~~on ~~and~~March 15, a2021, ~~wholly~~the ~~owned~~Company ~~subsidiary of Roche (“Merger Sub”),~~ entered into an Agreement and Plan of Merger (the “Merger Agreement”)., ~~Pursuant~~dated toas ~~the~~of ~~Merger~~March 12, ~~Agreement~~2021, ~~and~~with ~~upon~~Roche ~~the~~Holdings, ~~terms~~Inc. (“Parent”) and ~~subject~~Geronimo Acquisition Corp., a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the ~~conditions~~Merger ~~thereof~~Agreement, ~~Merger~~on ~~Sub~~March 25, ~~will~~2021, ~~commence~~Purchaser commenced a ~~cash~~ tender offer ~~(the “Offer”)~~ to ~~acquire~~purchase all of the ~~issued and~~ outstanding shares of ~~the~~ common stock, par value $0.0001 per share, of the Company (~~“Common~~the ~~Stock~~“Shares”), at a price ~~per share~~ of $24.05 per Share, net to the seller in cash, without interest and subject to deduction for any required withholding taxes (the “Offer Price”), upon the terms and subject to ~~any~~the ~~withholding~~conditions ofset ~~taxes~~forth ~~required~~in bythe ~~applicable~~Offer ~~law.~~to ~~The~~Purchase ~~Offer~~dated ~~will~~March 25, ~~initially~~2021 ~~remain~~(as ~~open~~amended, ~~for~~the 20“Offer ~~business~~to ~~days~~Purchase”) ~~from~~and in the ~~date~~related Letter of ~~commencement~~Transmittal of(which, together with the Offer to Purchase, ~~subject~~as each has been amended or supplemented from time to ~~extension~~time, ~~under~~constitute ~~certain~~the ~~circumstances~~“Offer”). The Offer to Purchase and the Letter of Transmittal were filed as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively, to the Schedule TO originally filed with the SEC by Purchaser and Parent on March 25, 2021.

~~The~~Item Merger Agreement provides that, following the consummation of the Offer, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Roche1. ~~The Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware, with no stockholder vote required to consummate the Merger~~02. InTermination ~~the Merger, each outstanding share~~ of Common Stock (other than shares of Common Stock held by the Company as treasury stock, or owned by Roche or Merger Sub or held by stockholders who are entitled to demand, and who properly demand, appraisal rights under Delaware law) will be converted into the right to receive cash in an amount equal to the Offer Price, without interest. The Offer and the Merger are not subject to a ~~financing~~Material ~~contingency.~~Definitive Agreement.

~~The~~On ~~Company’s~~April 22, ~~Board~~2021, ofin ~~Directors~~connection (with the ~~“Board”)~~Merger ~~unanimously~~(as ~~determined~~defined ~~that~~below), the ~~transactions~~Company, ~~contemplated~~as byborrower, terminated the ~~Merger~~Loan and Security Agreement, ~~including~~dated ~~the~~as ~~Offer~~of ~~and~~February 1, 2019 (as the ~~Merger~~same may from time to time have been amended, ~~were~~restated, ~~advisable~~or ~~and~~otherwise inmodified, the ~~best~~“Loan ~~interests~~Agreement”), ofby and among the Company and its ~~stockholders~~domestic subsidiaries, ~~and~~as ~~unanimously~~co-borrowers, ~~approved~~ the ~~Merger~~lenders ~~Agreement~~from ~~and~~time ~~the~~to ~~transactions~~time ~~contemplated~~party ~~thereby~~thereto, and ~~unanimously~~SLR ~~resolved~~Investment toCorp. ~~recommend,~~(fka ~~subject~~Solar toCapital ~~the~~Ltd.), ~~terms~~as ~~and~~collateral ~~conditions~~agent. ~~set~~The ~~forth~~Company inpreviously filed the ~~Merger~~Loan Agreement, ~~that~~as ~~the~~Exhibit ~~stockholders~~10.2 ofto ~~the~~its ~~Company~~Quarterly ~~accept~~Report ~~the~~on ~~Offer~~Form ~~and~~10-Q ~~tender~~for ~~their~~the ~~shares~~quarter ofended ~~Common~~March 31, ~~Stock~~2019, ~~pursuant~~filed towith the ~~Offer~~SEC on April 30, 2019.

~~Immediately~~Item prior to the effective time of the Merger (the “Effective Time”), except as provided in the Merger Agreement, each option to purchase Common Stock, whether vested or unvested, outstanding and unexercised immediately prior to the Effective Time will vest (if unvested) and be cancelled and converted into the right to receive (subject to applicable withholding) (i) the excess, if any, of the Offer Price over the per share exercise price of the option, multiplied by (ii) the number of shares of Common Stock issuable upon exercise of such option2. Immediately prior to the Effective Time, except as provided in the Merger Agreement, each restricted stock unit of the Company, whether vested or unvested, outstanding immediately prior to the Effective Time will vest (if unvested) and be cancelled and converted into the right to receive the Offer Price (subject to applicable withholding)01. ~~Immediately~~Completion ~~prior to the Effective Time, except as provided in the Merger Agreement, each market-based stock unit~~ of ~~the~~Acquisition ~~Company, whether vested~~ or ~~unvested,~~Disposition ~~outstanding immediately prior to the Effective Time will vest (based on the performance level attained pursuant to the terms~~ of the applicable award agreement, including provisions relating to the effect of a change of control) and be cancelled and converted into the right to receive the Offer Price (subject to applicable withholding Assets.

~~Pursuant~~The ~~further~~Offer toand ~~the~~withdrawal ~~terms~~rights ofexpired ~~the~~as ~~Merger~~scheduled ~~Agreement,~~at ~~following~~12:00 ~~the~~midnight, ~~date~~Eastern ofTime, at the ~~Merger~~end ~~Agreement,~~of the ~~Company~~day ~~shall~~on ~~take~~Wednesday, ~~all~~April 21, ~~actions~~2021 ~~with~~(such ~~respect~~date ~~to the Company’s Amended~~ and ~~Restated~~time, ~~2013~~the ~~Employee~~“Expiration ~~Stock~~Time”). ~~Purchase~~Citibank, ~~Plan~~N.A., asthe ~~amended~~depositary ~~from~~for ~~time~~the toOffer ~~time~~ (the “~~ESPP~~Depositary”), toadvised ~~provide~~ that, ~~with respect to any offering periods in effect~~ as of the ~~date~~Expiration ofTime, ~~the~~61,201,761 ~~Merger~~Shares ~~Agreement~~had ~~(the~~been ~~“Current~~validly ~~Purchase~~tendered ~~Period”),~~ (i)excluding noall ~~employee~~Shares ~~who~~delivered ispursuant ~~not~~to aguaranteed ~~participant~~delivery ininstructions ~~the~~for ~~ESPP~~which ascertificates ofhave ~~the~~not ~~date~~yet ofbeen ~~the~~delivered) ~~Merger~~and ~~Agreement~~not ~~may~~properly ~~become~~withdrawn apursuant ~~participant~~to in the ~~ESPP~~Offer, ~~and~~representing ~~(ii) no~~approximately ~~employee~~82.89% ~~participating~~of in the ~~Current~~outstanding ~~Purchase~~Shares ~~Period~~at ~~may~~the ~~increase~~time ~~his~~Parent orwill ~~her~~accept ~~payroll~~the ~~contribution~~tendered ~~rate~~shares ~~pursuant~~for topayment. ~~the~~Accordingly, ~~ESPP from~~ the ~~rate~~minimum intender ~~effect~~condition ~~immediately prior~~ to the ~~date~~Offer ofwas ~~the Merger Agreement~~satisfied. In addition, the ~~Current~~Depositary ~~Purchase~~advised ~~Period~~that, ~~will~~as ~~end~~of onthe ~~May 31,~~Expiration ~~2021; provided~~Time, ~~that~~Notices ifof ~~the~~Guaranteed ~~Effective~~Delivery ~~Time~~had isbeen ~~prior~~delivered tofor ~~May~~2,564,732 31Shares, ~~2021,~~representing ~~the~~approximately ~~Company~~3.47% ~~will~~of ~~end~~ the ~~Current~~outstanding ~~Purchase~~Shares ~~Period on a specified trading day occurring~~ at ~~least four trading days prior to~~ the ~~date~~time onParent ~~which~~will ~~the~~accept ~~Effective Date is expected to occur, and all outstanding purchase rights under~~ the ~~ESPP~~tendered ~~will~~shares befor ~~automatically~~payment. ~~exercised,~~As ina ~~accordance~~result ~~with the terms~~ of the ~~ESPP,~~satisfaction ~~upon the last day~~ of the ~~Current~~foregoing ~~Purchase~~condition ~~Period,~~ and ~~any~~each ~~shares~~ of ~~Common Stock purchased under~~ the ~~ESPP~~other ~~will~~conditions ~~be cancelled and converted into the right~~ to ~~receive~~ the Offer, ~~Price;~~on ~~(B)~~April ~~there~~22, ~~will~~2021, bePurchaser noaccepted ~~offering~~for ~~periods~~payment ~~following~~all ~~the~~Shares ~~Current~~that ~~Purchase~~were ~~Period~~validly tendered and ~~(C) in~~not ~~all~~properly ~~events,~~withdrawn ~~the~~pursuant ~~Company shall terminate the ESPP prior~~ to the ~~Effective Time~~Offer.

~~The~~On ~~Merger~~April 22, ~~Agreement~~2021, ~~contains~~pursuant ~~representations~~to ~~and~~the ~~warranties~~terms ~~and covenants~~ of the ~~parties~~Merger ~~customary~~Agreement ~~for~~and ain ~~transaction~~accordance ofwith ~~this~~Section 251(h) ~~nature, including covenants regarding the operation~~ of the ~~Company’s~~Delaware ~~business~~General ~~prior~~Corporation toLaw (the ~~Effective~~“DGCL”), ~~Time.~~Purchaser ~~The~~was ~~Merger~~merged ~~Agreement~~with ~~may~~and beinto ~~terminated under certain circumstances, including by~~ the Company, ~~in specified circumstances in connection~~ with ~~an Acquisition Proposal (as defined in~~ the ~~Merger~~Company ~~Agreement)~~being ~~that~~ the ~~Board~~surviving ~~determines~~corporation ~~constitutes a Superior Proposal~~ (~~as defined in~~ the “Merger ~~Agreement~~”). Upon ~~the~~completion ~~termination~~ of the Merger ~~Agreement~~, ~~under specified circumstances,~~ the Company ~~will~~became ~~be required to pay to Roche~~ a ~~termination~~wholly ~~fee~~owned subsidiary of ~~$61~~Parent.~~5 million.~~

~~Merger~~At ~~Sub has agreed to commence~~ the ~~Offer~~effective astime ~~promptly as practicable from the date~~ of the Merger ~~Agreement~~ (~~but~~the in“Effective noTime”) ~~event~~and ~~later~~pursuant ~~than~~to ~~ten business days from~~ the ~~first~~terms ~~business~~and ~~day~~conditions ~~following the date~~ of the Merger Agreement)., ~~The~~each ~~consummation~~outstanding ofShare, ~~the~~other ~~Offer~~than ~~will~~any beShares ~~conditioned~~owned onby ~~(i) at~~Parent, ~~least~~Purchaser, ~~one~~or ~~more than 50% of~~ the ~~total~~Company ~~number~~or ofany ~~shares~~ of ~~outstanding~~their ~~Common~~respective ~~Stock~~wholly ~~having~~owned ~~been validly tendered into and not withdrawn from the Offer~~subsidiaries, ~~(ii) receipt~~or ofby ~~certain~~stockholders ~~regulatory~~who ~~approvals,~~have ~~including~~validly ~~expiration~~exercised oftheir ~~the~~appraisal ~~waiting~~rights ~~period~~ under the ~~Hart-Scott-Rodino Antitrust Improvements Act of 1976~~DGCL, ~~(iii)~~was ~~the~~canceled ~~accuracy of the representations~~ and ~~warranties~~converted ofinto the ~~Company~~right ~~and~~to ~~compliance~~receive byan ~~the~~amount ~~Company~~in ~~with~~cash ~~the~~equal ~~covenants~~to ~~contained in~~ the ~~Merger~~Offer ~~Agreement~~Price, ~~subject~~payable to ~~qualifications,~~the ~~(iv) there~~holder ~~not~~thereof ~~having~~on ~~been a Company Material Adverse Effect (as defined in~~ the ~~Merger~~terms ~~Agreement)~~and ~~with~~subject ~~respect~~ to the ~~Company~~conditions ~~since~~set ~~the~~forth ~~date~~in of the Merger Agreement~~, and (v) other customary conditions~~.

~~The~~Each ~~foregoing~~stock ~~description~~option outstanding immediately prior to the Effective Time, whether or not vested, became fully exercisable immediately prior to the Effective Time. To the extent not exercised prior to the Effective Time, each stock option was converted into the right to receive (subject to applicable withholding) the excess, if any, of the Offer Price over the exercise price per share of the stock option, multiplied by the number of Shares subject to the stock option. Except as provided in the Merger Agreement, iseach ~~not~~restricted ~~complete~~stock ~~and~~unit isoutstanding ~~qualified~~immediately prior to the Effective Time was automatically accelerated and vested in ~~its~~full ~~entirety~~and was canceled and the holder became entitled to receive the Offer Price (subject to applicable withholding) multiplied by ~~reference~~the number of Shares subject to such restricted stock unit. Except as provided in the Merger Agreement, ~~which~~each ismarket-based ~~attached~~stock asunit ~~Exhibit~~outstanding 2immediately prior to the Effective Time vested based on the performance level attained pursuant to the terms of the applicable award agreement, including provisions relating to the effect of a change of control, and was canceled and the holder became entitled to receive the Offer Price (subject to applicable withholding) multiplied by the number of Shares subject to such market-based stock unit. The aggregate consideration paid by Parent and Purchaser in the Offer and Merger was approximately $1.8 billion, without giving effect to ~~this~~related ~~report~~transaction fees and ~~incorporated~~expenses ~~herein~~or bycash ~~reference~~on hand of the Company. Parent provided Purchaser with sufficient cash to consummate the Offer and the Merger.

The ~~Merger Agreement and the~~ foregoing ~~description~~summary of the ~~Merger~~transactions ~~Agreement~~contemplated ~~have~~by ~~been included to provide investors and stockholders with information regarding~~ the ~~terms of the~~ Merger Agreement. Itdoes is not ~~intended~~purport to ~~provide~~be ~~any~~complete ~~other factual information about the Company. The representations, warranties~~ and ~~covenants~~is ~~contained~~qualified in ~~the~~its ~~Merger~~entirety ~~Agreement~~by ~~were~~reference ~~made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties~~ to ~~such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing~~ the ~~representations, warranties and covenants contained in the~~ Merger Agreement ~~and discussed in the foregoing description~~, itwhich iswas ~~important~~filed ~~to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters~~ as ~~facts~~Exhibit 2.1 ~~Such representations, warranties and covenants may also be subject~~ to athe ~~contractual~~Current ~~standard~~Report ~~of materiality different from those generally applicable to stockholders and reports and documents~~ on Form 8-K filed ~~with~~by the ~~U.S.~~Company ~~Securities~~with ~~and Exchange Commission (~~the “SEC~~”).~~ ~~Investors and stockholders generally are not third-party beneficiaries under the Merger Agreement. Accordingly, investors and stockholders should not rely~~ on ~~such representations~~March 15, ~~warranties~~2021 and ~~covenants~~is asincorporated ~~characterizations~~herein ofby ~~the actual state of facts or circumstances described therein~~reference. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

~~Important~~Item ~~Information~~3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the ~~proposed~~closing ~~acquisition,~~of ~~Merger Sub will commence a tender offer for~~ the ~~outstanding~~Merger, ~~shares of common stock of~~ the Company. notified The ~~tender~~Nasdaq ~~offer~~Stock ~~has~~Market ~~not~~LLC ~~yet~~(“Nasdaq”) ~~commenced.~~on ~~This~~April 22, ~~communication~~2021 isthat ~~for~~the ~~informational~~Merger ~~purposes~~was ~~only~~consummated, and isrequested ~~neither~~that anthe ~~offer~~trading toof ~~purchase~~Shares ~~nor~~on aNasdaq ~~solicitation~~be ofhalted anprior ~~offer~~ to ~~sell~~market ~~shares~~open ofon ~~common stock of the Company~~April 22, ~~nor~~2021 isand itthat asuch ~~substitute~~trading ~~for~~be ~~the~~suspended ~~tender offer materials that Roche~~ and ~~Merger Sub will file with~~ the ~~SEC~~listing ~~upon commencement~~ of the ~~tender~~Shares ~~offer.~~on OnNasdaq ~~the~~be ~~commencement~~removed, ~~date~~in ofeach ~~the tender offer~~case, aprior ~~tender~~to ~~offer~~market ~~statement~~open on ~~Schedule TO~~April 22, ~~including~~2021. anIn ~~offer to purchase~~addition, athe ~~letter~~Company ofrequested ~~transmittal~~that ~~and~~Nasdaq ~~related~~file ~~documents, will be filed~~ with the SEC byan ~~Roche~~application ~~and Merger Sub, and a Solicitation/Recommendation Statement~~ on ~~Schedule~~Form ~~14D-9~~25 ~~will~~to bedelist ~~filed with~~ the ~~SEC~~Shares byfrom ~~the~~Nasdaq ~~Company.~~and ~~The offer~~ to ~~purchase~~deregister ~~shares of~~ the ~~Company’s~~Shares ~~common~~under ~~stock~~Section 12(b) ~~will~~of ~~only be made pursuant to~~ the ~~offer~~Securities toExchange ~~purchase,~~Act ~~the letter~~ of ~~transmittal~~1934, ~~and related documents filed~~ as aamended ~~part of~~ (the ~~Schedule~~“Exchange TOAct”). ~~INVESTORS~~The ~~AND~~Company ~~SECURITY~~intends ~~HOLDERS~~to ~~ARE~~file URGED TO READ THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a ~~free~~certification ~~copy~~on ofForm ~~these~~15 ~~materials (when available) and other documents filed~~ with the SEC ~~at the website maintained by the SEC at www.sec.gov or by directing such requests~~ to ~~the~~cause ~~Information Agent for~~ the ~~tender offer which will be named in the tender offer statement. Copies of the~~ Company’s ~~filings~~reporting ~~with~~obligations ~~the~~under ~~SEC~~Sections ~~may~~13 beand ~~obtained~~15(d) ~~free~~ of ~~charge at~~ the ~~“Investor~~Exchange ~~Relations”~~Act ~~section~~to ofbe ~~the Company’s website at ir~~suspended.~~genmarkdx.com~~ ~~or by contacting investor relations at (415) 937-5404.~~

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in the Introduction, Items 2.01, 3.01, 5.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer, a change of control of the Company occurred on April 22, 2021. As a result of the consummation of the Merger pursuant to Section 251(h) of the DGCL on April 22, 2021, the Company is now a wholly owned subsidiary of Parent.

The information disclosed under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

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

In accordance with the terms of the Merger Agreement, the directors of Purchaser immediately prior to the Effective Time, Bruce Resnick and Sean A. Johnston, became the directors of the Company until the earlier of their resignation or removal or until their respective successors are duly designated, as the case may be, and each of Kevin O’Boyle, Daryl J. Faulkner, James Fox, Lisa Giles, Michael Kagnoff and Scott Mendel voluntarily resigned as directors of the Company.

Item 5.03.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.

Item 8.01.

Other Events.

On April 22, 2021, the Company and Roche Holding Ltd, the ultimate parent company of Parent, issued a joint media release relating to the expiration of the Offer and the anticipated consummation of the Merger. A copy of the media release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

2.1*		Agreement and Plan of Merger, dated as of March 12, 2021, among GenMark Diagnostics, Inc., Roche Holdings, Inc. and Geronimo Acquisition Corp.
2.1		Agreement and Plan of Merger, dated as of March 12, 2021, among GenMark Diagnostics, Inc., Roche Holdings, Inc. and Geronimo Acquisition Corp. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2021).
3.1		Amended and Restated Certificate of Incorporation of GenMark Diagnostics, Inc.
3.2		Second Amended and Restated Bylaws of GenMark Diagnostics, Inc.
99.1		Joint Media Release issued by Roche and GenMark, dated April 22, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedules so furnished.

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.

GenMark Diagnostics, Inc.

/s/ Eric Stier

Eric Stier

Senior Vice President, General Counsel and Secretary

Date: March 15, 2021

Date: April 22, 2021

Filing Compare · GenMark Diagnostics, Inc.