Exact Sciences Files 8-K: Material Agreement & Equity Sales

TL;DR

EXAS filed an 8-K detailing a material agreement and equity sales - watch for financial implications.

AI Summary

Exact Sciences Corp. entered into a material definitive agreement on April 17, 2024, related to a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the financial obligation and equity sales are not fully disclosed in this initial filing.

Why It Matters

This filing indicates potential new financial commitments or debt for Exact Sciences, alongside equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and financial obligations, which inherently carry financial risks, but lacks specific details to assess the magnitude.

Key Players & Entities

• EXACT SCIENCES CORP (company) — Registrant
• April 17, 2024 (date) — Date of earliest event reported
• 5505 Endeavor Lane, Madison, WI 53719 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share EXAS The Nasdaq Sto
• $620,709,000 — ents, the Company issued to the Holders $620,709,000 aggregate principal amount of 1.75% Con
• $359,662,000 — 2031 (the "2031 Notes") in exchange for $359,662,000 aggregate principal amount of the Holde
• $266,750,000 — l amount of the Holders' 2028 Notes and $266,750,000 in cash. The 2031 Notes were issued p
• $1,000 — 1 Notes is initially 10.0644 shares per $1,000 principal amount of 2031 Notes, which i
• $99.36 — itial conversion price of approximately $99.36 per share of common stock. The conversi

Filing Documents

• exas-20240417.htm (8-K) — 43KB
• exas-20240417xex42.htm (EX-4.2) — 562KB
• exas-20240417xex991.htm (EX-99.1) — 12KB
• image1a.jpg (GRAPHIC) — 2KB
• image2a.jpg (GRAPHIC) — 3KB
• image3a.jpg (GRAPHIC) — 2KB
• image4a.jpg (GRAPHIC) — 2KB
• image5a.jpg (GRAPHIC) — 2KB
• imagea.jpg (GRAPHIC) — 2KB
• 0001124140-24-000020.txt ( ) — 881KB
• exas-20240417.xsd (EX-101.SCH) — 2KB
• exas-20240417_def.xml (EX-101.DEF) — 15KB
• exas-20240417_lab.xml (EX-101.LAB) — 26KB
• exas-20240417_pre.xml (EX-101.PRE) — 15KB
• exas-20240417_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On April 17, 2024, Exact Sciences Corporation (the "Company") completed the closing of the transactions contemplated by those exchange and purchase agreements dated April 10, 2024 (the "Agreements") entered into with certain holders (the "Holders") of the Company's 0.375% Convertible Senior Notes due 2028 (the "2028 Notes"). Pursuant to the terms of the Agreements, the Company issued to the Holders $620,709,000 aggregate principal amount of 1.75% Convertible Senior Notes due 2031 (the "2031 Notes") in exchange for $359,662,000 aggregate principal amount of the Holders' 2028 Notes and $266,750,000 in cash. The 2031 Notes were issued pursuant to an indenture dated as of January 17, 2018 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the fifth supplemental indenture dated as of April 17, 2024 (the "Supplemental Indenture" and together with the Base Indenture, the "Indenture"). The 2031 Notes were issued by the Company without registration in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The 2031 Notes will mature on April 15, 2031 (the "Maturity Date"), unless earlier repurchased, redeemed or converted. The 2031 Notes are senior unsecured obligations of the Company and bear interest at a rate of 1.75% per year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2024. Prior to October 15, 2030, the 2031 Notes will be convertible only upon the occurrence of certain events specified in the Indenture and during certain periods, and thereafter, until the close of business on the second scheduled trading day immediately preceding the Maturity Date. The 2031 Notes will be convertible into cash, shares of the Company's common stock (plus, if applicable, cash in lieu of any fractional share), or a combi

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. The Company issued a press release dated April 11, 2024 announcing the transactions described herein. A copy of the press release is attached as Exhibit 99.1 hereto.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibits The exhibits required to be filed as a part of this Current Report on Form 8-K are listed below and incorporated herein by reference. Exhibit No. Exhibit Description 4.1 Indenture, dated January 17, 2018, between the Company and U.S. Bank National Association, as Trustee (previously filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on January 17, 2018 and incorporated herein by reference). 4.2 Fifth Supplemental Indenture, dated April 17, 2024, between the Company and U.S. Bank National Association, as Trustee (including the form of 1.75% Convertible Senior Notes due 2031). 99.1 Press release dated April 11, 2024 3

SIGNATURES

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: April 17, 2024 By: /s/ Jeffrey T. Elliott Jeffrey T. Elliott Executive Vice President and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR