Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 44K
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 562K
3: EX-99.1 Miscellaneous Exhibit HTML 14K
8: R1 Cover Page HTML 46K
10: XML IDEA XML File -- Filing Summary XML 12K
13: XML XBRL Instance -- exas-20240417_htm XML 14K
9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
5: EX-101.DEF XBRL Definitions -- exas-20240417_def XML 39K
6: EX-101.LAB XBRL Labels -- exas-20240417_lab XML 74K
7: EX-101.PRE XBRL Presentations -- exas-20240417_pre XML 40K
4: EX-101.SCH XBRL Schema -- exas-20240417 XSD 11K
11: JSON XBRL Instance as JSON Data -- MetaLinks 14± 20K
12: ZIP XBRL Zipped Folder -- 0001124140-24-000020-xbrl Zip 112K
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code:
(i608) i284-5700
Not Applicable
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
Stock, $0.01 par value per share
iEXAS
iThe Nasdaq Stock Market LLC
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 i☐
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.
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 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 combination of cash and shares of the Company’s common stock, at the Company’s election.
On or after April 17, 2029, the Company may redeem all or any portion of the 2031 Notes at 100% of the principal amount plus accrued and
unpaid interest if the last reported sale price of Common Stock has been at least 130% of the conversion price for a specified period of time.
If a “fundamental change” (as defined in the Indenture) occurs prior to the Maturity Date, subject to certain conditions, the Holders may require the Company to repurchase for cash all or any portion of their 2031 Notes at a repurchase price equal to 100% of the principal amount of the 2031 Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
The conversion rate for the 2031 Notes is initially 10.0644 shares per $1,000 principal amount of 2031 Notes, which
is equivalent to an initial conversion price of approximately $99.36 per share of common stock. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, holders of the 2031 Notes who convert their 2031 Notes in connection with a “make-whole fundamental change” (as defined in the Indenture) or a redemption, will, under certain circumstances, be entitled to an increase in the conversion rate.
The Indenture contains customary events of default including: (1) the Company’s failure to pay any interest on the 2031 Notes for 30 calendar days
after the date when due; (2) the Company’s failure to pay when due (a) the principal of the 2031 Notes, (b) the fundamental change repurchase price payable (as defined in the Indenture) in respect of the 2031 Notes or (c) the redemption price payable in respect of the 2031 notes; (3) the Company’s failure to comply with its obligations to convert any 2031 Notes in accordance with the Indenture for a period of five business days following the scheduled settlement for such conversion; (4) the Company’s failure to provide notice as required
pursuant to the Indenture in the event of certain specified corporate transactions or events; (5) the Company’s failure to perform or its breach of any covenant or warranty of the Company contained in the 2031 Notes or the Indenture for a period of 60 consecutive calendar days after written notice of such failure, requiring the Company to remedy the same, shall have been given (a) to the Company by the Trustee or (b) to the
Company and the Trustee by the holders of at least 25% in aggregate principal amount of the 2031 Notes then outstanding; and (6) certain events of bankruptcy, insolvency or reorganization with respect to the Company.
If an event of default occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of 2031 Notes then outstanding by notice to the Company and the Trustee, may declare the principal of all of the then outstanding 2031 Notes to be due and payable.
2
The
Indenture provides that the Company may, without the consent of the holders of the 2031 Notes, consolidate with, merge into or transfer all or substantially all of its consolidated assets to any corporation organized under the laws of the United States or any of its political subdivisions provided that: (1) the surviving entity assumes all of the Company’s obligations under the Indenture and the 2031 Notes, as provided in the Indenture; (2) immediately after giving effect to such transaction, no default or event of default shall have
occurred and be continuing; and (3) if the Company will not be the resulting or surviving corporation from the consolidation, merger or transfer, an officer’s certificate and an opinion of counsel, each stating that the consolidation, merger or transfer complies with the Indenture, have been delivered to the Trustee.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and Supplemental Indenture,
which are incorporated by reference as Exhibit 4.1 and Exhibit 4.2, respectively, hereto. The form of the 2031 Notes issued pursuant to the Indenture is attached as an exhibit to the Supplemental Indenture and the terms and conditions thereof are incorporated by reference herein.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of the Registrant.
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).
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.
