Exact Sciences Corporation (Nasdaq: EXAS) today announced the entry into agreements to sell an aggregate of 8,605,483 shares (the "Shares") of its common stock, par value $0.01 per share, in a registered direct offering to ten institutional investors, including some of its largest shareholders as well as healthcare specialist firms Casdin Capital and Rock Springs Capital.

Each Share is being sold for a purchase price of $101.00 per share, resulting in gross proceeds of approximately $869.2 million and net proceeds, after estimated offering expenses, of approximately $866.0 million. The offering is being made without an underwriter or a placement agent.

The offering is expected to close on or about October 29, 2020, subject to customary closing conditions. Exact Sciences intends to use the net proceeds from the offering for general corporate purposes, which may include the repayment of debt, working capital and business acquisitions, including the payment of the cash consideration related to our pending acquisition of Thrive Earlier Detection Corp. ("Thrive"), as disclosed in further detail in the prospectus supplement to be filed in connection with the offering.

The Shares were offered pursuant to an automatically effective shelf registration statement that was previously filed with the U.S. Securities and Exchange Commission (the "SEC") on June 1, 2020. The final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.