Item 2.02 Results of Operations and Financial Condition
On January 5, 2021, Exact Sciences Corporation (the "Company") provided
preliminary guidance that it expects to exceed consensus fourth quarter 2020
forecasts for each of total revenue (FactSet consensus estimate $427 million),
Screening revenue (FactSet consensus estimate $230 million), Precision Oncology
revenue (FactSet consensus estimate $104 million), and COVID-19 testing revenue
(FactSet consensus estimate $92 million).
The Company has not completed preparation of its financial statements for the
fourth quarter or full year of 2020. The financial guidance presented herein for
the quarter ended December 31, 2020 is preliminary and unaudited and is thus
inherently uncertain and subject to change as the Company completes its
financial results. The Company is in the process of completing its customary
year-end close and review procedures as of and for the year ended December 31,
2020, and there can be no assurance that the Company's final results for this
period will not differ from the preliminary guidance presented herein. During
the course of the preparation of the Company's consolidated financial statements
and related notes as of and for the year ended December 31, 2020, the Company or
its independent registered public accountants may identify items that could
cause the Company's final reported results to be materially different from the
preliminary guidance presented herein.
The Company expects to provide additional preliminary financial information
prior to its January 13, 2021 presentation at the J.P. Morgan Healthcare
Conference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On January 5, 2021, Mark Stenhouse departed from his position as the Company's
General Manager, Screening. Pat Setji, the Company's Vice President, Business
Operations, will succeed Mr. Stenhouse until a permanent replacement is named.
Ms. Setji has served in multiple sales and marketing leadership roles at Pfizer,
Eli Lilly and the Company during the last 20 years. In connection with his
departure, Mr. Stenhouse will assist with the transition as an advisor and
remain a non-executive employee of the Company through March 31, 2021.
Item 7.01 Regulation FD Disclosure
On January 5, 2021, the Company issued a press release announcing the completion
of its previously announced acquisition (the "Acquisition") of Thrive Earlier
Detection Corp. ("Thrive"). See Item 8.01 below. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01 Other Events
On January 5, 2021, the Company completed the Acquisition pursuant to the
Agreement and Plan of Merger, dated October 26, 2020 (the "Merger Agreement") by
and among the Company, certain subsidiaries of the Company, Thrive, and
Shareholder Representative Services, LLC, solely in its capacity as holders'
representative.
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Pursuant to the terms of the Merger Agreement, at the closing of the
Acquisition, the Company paid, for the benefit of the stockholders and other
holders of securities of Thrive, upfront consideration consisting of
approximately $590 million in cash and 9,323,266 shares of the Company's common
stock. Pursuant to the Merger Agreement, additional consideration of up to $450
million of cash may become payable upon the achievement of certain milestones
related to the development and commercialization of a blood-based, multi-cancer
screening test (the "Earnout Consideration"). Pursuant to the Merger Agreement,
outstanding Thrive stock options, restricted stock awards and restricted stock
units were converted into Company stock options, restricted stock awards and
restricted stock units covering a total of 1,635,871 shares of Company common
stock, and the right to receive the applicable portion of any Earnout
Consideration that becomes payable subject to vesting prior to the time of
achievement of the applicable milestone.
The cash portion of the purchase price was funded through the Company's
available cash and cash equivalents.
A copy of the Merger Agreement was filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on October 27, 2020 and is incorporated herein by
reference. The related First Amendment to Agreement and Plan of Merger dated
December 23, 2020 and Second Amendment to Agreement and Plan of Merger dated
January 4, 2021 (the "Merger Agreement Amendments") are filed herewith as
Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference.
The foregoing summary of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement and the
Merger Agreement Amendments.
On January 5, 2021, the Company announced that Matt Franklin and Semi Trotto
will manage the Company's Precision Oncology and Thrive teams, respectively.
Prior to their appointments, Mr. Franklin served as Thrive's Chief Commercial
Officer and Ms. Trotto served as Thrive's Chief People Officer.
9.01 Financial Statements and Exhibits
The exhibits furnished as a part of this Current Report on Form 8-K are listed
in the Exhibit Index attached hereto and incorporated herein by reference.
The information furnished in this Current Report on Form 8-K under items 2.02
and 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing under the Securities Act of
1933 or the Exchange Act, except as expressly set forth by specific reference in
such filing.
Exhibit No. Exhibit Description
2.1 First Amendment to Agreement and Plan of Merger dated December 23,
2020
2.2 Second Amendment to Agreement and Plan of Merger dated January 4,
2021
99.1 Press Release, dated as of January 5, 2021, issued by Exact
Sciences Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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EXACT SCIENCES CORPORATION 
