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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  June 1, 2020
 
EXACT SCIENCES CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware   001-35092   02-0478229
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
 
441 Charmany Drive
Madison, WI  53719
(Address of Principal Executive Offices)(Zip Code)
 
Registrant’s telephone number, including area code:  (608) 284-5700
 
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:
 
            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
           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
Common Stock, $0.01 par value per share EXAS The 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
 
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.




8.01                        Other Events.
 
On June 1, 2020, Exact Sciences Corporation (the “Company”) filed with the Securities and Exchange Commission (“SEC”) a prospectus supplement dated June 1, 2020, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-238845). The prospectus supplement was filed to register the resale from time to time by certain selling stockholders of up to 395,627 shares of the Company’s common stock.
 
9.01.                     Financial Statements and Exhibits.
 
Exhibits
 
The exhibits to this Current Report on Form 8-K are listed below and incorporated herein by reference.
 
 
Exhibit No.   Exhibit Description
     
  Opinion of K&L Gates LLP.
     
23.1  
Consent of K&L Gates LLP (included in Exhibit 5.1).
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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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: June 1, 2020 By: /s/ Jeffrey T. Elliott
    Jeffrey T. Elliott
    Chief Financial Officer

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