EXACT SCIENCES CORP Form 424B7 Filed 2021
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SECURITIES AND EXCHANGE COMMISSION FORM 424B7 Prospectus filed pursuant to Rule 424(b)(7) Filing Date: 2021-06-07 SEC Accession No. 0001124140-21-000058 (HTML Version on secdatabase.com) FILER EXACT SCIENCES CORP Mailing Address Business Address 5505 ENDEAVOR LANE 5505 ENDEAVOR LANE CIK:1124140| IRS No.: 204782291 | State of Incorp.:DE | Fiscal Year End: 1231 MADISON WI 53719 MADISON WI 53719 Type: 424B7 | Act: 33 | File No.: 333-238845 | Film No.: 211000335 608-284-5700 SIC: 8731 Commercial physical & biological research Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-238845 CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Title of Each Class Amount Maximum Amount of of Securities to to be Offering Aggregate Registration be Registered Registered (1) Price per share (2) Offering Price (2) Fee (3) Common Stock, par value $0.01 per 125,444 $108.81 $13,649,562 $1,489.17 share (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also registers such additional shares of common stock as may become issuable to prevent dilution as a result of stock splits, stock dividends or similar transactions. (2) Estimated in accordance with Rule 457(c) under the Securities Act solely for purposes of calculating the registration fee on the basis of the average of the high and low prices of the registrant’s common stock as reported on the Nasdaq Capital Market on June 2, 2021. (3) Calculated and being paid in accordance with Rule 456(b) and Rule 457(r) under the Securities Act. This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in the registrant’s Registration Statement on Form S-3ASR (File No. 333-238845). Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PROSPECTUS SUPPLEMENT (To prospectus dated June 1, 2020) EXACT SCIENCES CORPORATION 125,444 Shares of Common Stock _____________________________________________________________________________ This prospectus supplement relates to the resale of up to 125,444 shares of our common stock, par value $0.01 per share, from time to time in one or more offerings by the selling stockholders identified in this prospectus supplement. We will not receive any proceeds from the resale of any of the shares being registered hereby. The shares being registered hereby were issued to the selling stockholders in connection with our acquisition of Ashion Analytics, LLC, an Arizona limited liability company (“Ashion”), pursuant to an Equity Purchase Agreement dated as of February 12, 2021 by and among us, Ashion and PMed Management, LLC (the "Purchase Agreement"). The selling stockholders (which term as used herein includes their respective pledgees, donees, assignees, transferees, distributees or other successors-in-interest) may sell all or part of their shares registered hereby in public transactions or in privately negotiated transactions at market prices prevailing at the time of sale or at negotiated prices. The timing and amount of any sale are within the sole discretion of the selling stockholders. We provide more information about how the selling stockholders may sell, transfer or otherwise dispose of their shares of common stock in the “Plan of Distribution” section of this prospectus supplement. Our common stock is listed on the Nasdaq Capital Market under the symbol “EXAS.” On June 2, 2021, the last reported sale price of our common stock on the Nasdaq Capital Market was $109.12. _____________________________________________________________________________ Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading "Risk Factors" on page S-5 of this prospectus supplement. _____________________________________________________________________________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. _____________________________________________________________________________ The date of this prospectus supplement is June 7, 2021. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Page PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT S-1 FORWARD-LOOKING STATEMENTS S-2 SUMMARY S-3 THE OFFERING S-5 RISK FACTORS S-5 USE OF PROCEEDS S-5 SELLING STOCKHOLDERS S-5 PLAN OF DISTRIBUTION S-6 LEGAL MATTERS S-7 EXPERTS S-7 WHERE YOU CAN FIND MORE INFORMATION S-8 INCORPORATION BY REFERENCE S-8 PROSPECTUS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION 1 INCORPORATION BY REFERENCE 1 FORWARD-LOOKING STATEMENTS 3 RISK FACTORS 4 THE COMPANY 4 USE OF PROCEEDS 5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 5 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 7 AUTHORIZED CAPITAL STOCK 12 DESCRIPTION OF SECURITIES WE MAY OFFER 12 DESCRIPTION OF COMMON STOCK WE MAY OFFER 13 DESCRIPTION OF PREFERRED STOCK WE MAY OFFER 13 DESCRIPTION OF DEBT SECURITIES WE MAY OFFER 16 DESCRIPTION OF WARRANTS WE MAY OFFER 23 DESCRIPTION OF RIGHTS WE MAY OFFER 24 CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S CERTIFICATE OF INCORPORATION 25 AND BY-LAWS SELLING SECURITYHOLDERS 27 PLAN OF DISTRIBUTION 27 LEGAL MATTERS 29 EXPERTS 29 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. This document contains two parts. The first part consists of this prospectus supplement, which provides you with specific information about this offering. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to both parts combined together with all documents incorporated by reference. This prospectus supplement, and the information incorporated herein by reference, may add, update or change information in the accompanying prospectus. You should read this prospectus supplement together with the accompanying prospectus as well as additional information described under the heading “Where You Can Find More Information.” If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We have not authorized, and no selling stockholder has authorized, anyone else to provide you with different or additional information. No offer of the shares is being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or any document incorporated by reference herein or therein is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. You should carefully read the entire prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference herein and therein before making an investment decision. The industry and market data and other statistical information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein are based on management’s own estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information. None of the independent industry publications used in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein were prepared on our or our affiliates’ behalf and none of the sources cited by us consented to the inclusion of any data from its reports, nor have we sought their consent. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain trademarks, tradenames and service marks that are our property or the property of licensors or other third parties. Solely for convenience, such