UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 8.01 | Other Events. |
On October 27, 2020, Exact Sciences Corporation, a Delaware corporation (“Exact Sciences”), entered into securities purchase agreements with a limited number of institutional investors for the registered direct offering of an aggregate of 8,605,483 shares of Exact Sciences’ common stock, par value $0.01 per share (the “Shares”), at a purchase price of $101.00 per Share (the “Registered Direct Offering”). The gross proceeds of the Registered Direct Offering are expected to be approximately $869.2 million, before deducting the estimated offering expenses of approximately $3.2 million. The closing of the Registered Direct Offering is expected to occur on or about October 29, 2020.
The Shares were offered by Exact Sciences pursuant to an automatically effective shelf registration statement on Form S-3ASR, which was originally filed with the Securities and Exchange Commission on June 1, 2020 (File No. 333-238845). The Company filed a final prospectus supplement in connection with the Registered Direct Offering on October 27, 2020.
In connection with the Registered Direct Offering, the Company is filing the opinion and consent of its counsel, K&L Gates LLP, regarding the validity of the securities being registered as Exhibits 5.1 and 23.1, respectively, hereto.
On October 27, 2020, the Company issued a press release announcing the Registered Direct Offering. A copy of the press release is attached as Exhibit 99.1 hereto.
| 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Exhibit Description | |
| 5.1 | Opinion of K&L Gates LLP. | |
| 23.1 | Consent of K&L Gates LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release, dated as of October 27, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
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.
| EXACT SCIENCES CORPORATION | |||
| Date: October 27, 2020 | By: | /s/ Jeffrey T. Elliott | |
| Jeffrey T. Elliott | |||
| Chief Financial Officer | |||