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): November 3, 2009
 
EXACT SCIENCES CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware	 	000-32179	 	02-0478229	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
 
505 S. Rosa Road, Suite 123
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:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
2.02.                      Results of Operations and Financial Condition.
 
On November 3, 2009, Exact Sciences Corporation announced its financial results for the quarter ended September 30, 2009.  A copy of the press release is being furnished as Exhibit 99 to this Report on Form 8-K.
 
The information in this Report on Form 8-K and Exhibit 99 attached hereto is intended to be furnished and 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 in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
9.01.                      Financial Statements and Exhibits.
 
Exhibits
 
The exhibits required to be filed as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.
 
2

 
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: November 3, 2009	By:	/s/ Maneesh Arora	
 	 	Maneesh Arora	
 	 	Senior Vice President and Chief	
 	 	Financial Officer	
 
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EXHIBIT INDEX

Exhibit No.	 	Exhibit Description	
 	 	 	
99	 	Press release, dated November 3, 2009, issued by Exact Sciences Corporation, furnished herewith.	
 
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Exhibit 99
 
Contact:
Maneesh K. Arora
Chief Financial Officer, Exact Sciences Corp.
608-284-5720
 
For Immediate Release
 
Exact Sciences Reports Third-Quarter 2009 Financial Results
 
MADISON, Wis. , Nov. 3, 2009 — Exact Sciences Corp. (Nasdaq: EXAS) today announced its financial results for the third quarter ended Sept. 30, 2009.
 
Exact reported total revenues of $1.3 million for the third quarter of 2009, compared to total revenues of ($663,000) during the same period of 2008. Total revenues increased due to the quarterly non-cash allocation that resulted from the company’s January 2009 intellectual property transaction.  Total revenues for the first nine months of 2009 were $3.5 million, compared to total revenues of ($758,000) for the same period of 2008.
 
Exact reported a net loss of ($1.0) million, or ($0.03) a share, for the third quarter of 2009. The company had a net loss of ($3.0) million, or ($0.11) a share, for the same period of 2008.  Exact’s net loss for the nine-month period ended Sept. 30, 2009, was ($7.3) million, or ($0.23) a share, compared to ($7.6) million, or ($0.28) a share, for the same period of 2008.
 
Operating expenses for the third quarter of 2009 were $2.3 million, compared to $2.4 million for the same period of 2008. Operating expenses for the first nine months of 2009 were $10.9 million, compared to $7.1 million for the same period of 2008.  Operating expenses for the nine months ended Sept. 30, 2009, were higher primarily due to increased research and development expense associated with the company’s collaboration with Mayo Clinic, new research and development hires, stock compensation expense and expense related to the company’s January 2009 intellectual property transaction.
 
Exact ended the third quarter of 2009 with cash, cash equivalents and marketable securities of $26.9 million, compared to $4.9 million at Dec. 31, 2008.
 
“Exact Sciences continued to make great strides during the third quarter,” said Kevin T. Conroy, the company’s president and chief executive. “We have rebuilt the company’s research and development team and it is continuing to expand.  We have refined and simplified our target sDNA-based screening assay and have a strong product development plan in place.  We secured a worldwide license to Third Wave’s Invader real-time detection chemistry and intend to couple it with digital PCR.  All of these efforts are focused on bringing a patient-friendly sDNA-based colorectal cancer screening test to clinical trial, the planning for which is well underway.”

 
Conference Call & Webcast with PowerPoint Presentation
 
Company management will host a conference call and webcast on Tuesday, Nov. 3, 2009, at 10 a.m. ET to discuss third-quarter 2009 results. The webcast will include a PowerPoint slide presentation highlighting the company’s third-quarter accomplishments and ongoing corporate activities. The webcast will be available at www.exactsciences.com. Domestic callers should dial 888-224-1065 and international callers should dial 913-312-1427. Please dial in five to 10 minutes prior to the start of conference call. A replay of the conference call will be available at the company’s website. The conference call, webcast and replay are open to all interested parties.
 
About Exact Sciences Corp.
 
Exact Sciences Corp. is a molecular diagnostics company focused on colorectal cancer. The company has exclusive intellectual property protecting its non-invasive, molecular screening technology for the detection of colorectal cancer. Stool-based DNA technology is included in the colorectal cancer screening guidelines of the American Cancer Society and the U.S. Multi-Society Task Force on Colorectal Cancer.
 
Certain statements made in this press contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections.  Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms.  Forward-looking statements in this press release may address the following subjects among others: statements regarding the sufficiency of our capital resources, expected operating losses, expected license fee revenues, expected research and development expenses, expected general and administrative expenses and our expectations concerning our business strategy.  Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q.  We urge you to consider those risks and uncertainties in evaluating our forward-looking statements.  We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.  Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 
EXACT SCIENCES CORPORATION
Selected Unaudited Financial Information
Condensed Consolidated Statements of Operation Data
(Amounts in thousands, except per share data)

 	 	Three Months Ended September 30,	 	
 	 	2009	 	2008	 	
Revenue:	 	 	 	 	 	
Product royalty fees	 	$	9	 	$	(1,000	)	
License fees	 	1,247	 	337	 	
Product	 	—	 	—	 	
 	 	1,256	 	(663	)	
Gross profit (loss):	 	 	 	 	 	
Product royalty fees	 	5	 	—	 	
 	 	1,251	 	(663	)	
 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	
Research and development	 	837	 	577	 	
General and administrative	 	1,478	 	1,271	 	
Sales and marketing	 	12	 	—	 	
Restructuring	 	—	 	539	 	
 	 	2,327	 	2,387	 	
 	 	 	 	 	 	
Loss from operations	 	(1,076	)	(3,050	)	
 	 	 	 	 	 	
Interest income	 	35	 	36	 	
 	 	 	 	 	 	
Net loss	 	$	(1,041	)	$	(3,014	)	
 	 	 	 	 	 	
Net loss per share - basic and diluted	 	$	(0.03	)	$	(0.11	)	
 	 	 	 	 	 	
Weighted average common shares outstanding - basic and diluted	 	34,937	 	27,233	 	

 
EXACT SCIENCES CORPORATION
Selected Unaudited Financial Information
Condensed Consolidated Statements of Operation Data
(Amounts in thousands, except per share data)

 	 	Nine Months Ended September 30,	 	
 	 	2009	 	2008	 	
Revenue:	 	 	 	 	 	
Product royalty fees	 	$	27	 	$	(1,787	)	
License fees	 	3,487	 	1,013	 	
Product	 	—	 	16	 	
 	 	3,514	 	(758	)	
Gross profit (loss):	 	 	 	 	 	
Product royalty fees	 	13	 	1	 	
 	 	3,501	 	(759	)	
 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	
Research and development	 	2,960	 	1,964	 	
General and administrative	 	7,884	 	4,601	 	
Sales and marketing	 	52	 	—	 	
Restructuring	 	(3	)	532	 	
 	 	10,893	 	7,097	 	
 	 	 	 	 	 	
Loss from operations	 	(7,392	)	(7,856	)	
 	 	 	 	 	 	
Interest income	 	118	 	224	 	
 	 	 	 	 	 	
Net loss	 	$	(7,274	)	$	(7,632	)	
 	 	 	 	 	 	
Net loss per share - basic and diluted	 	$	(0.23	)	$	(0.28	)	
 	 	 	 	 	 	
Weighted average common shares outstanding - basic and diluted	 	31,902	 	27,184	 	

 
EXACT SCIENCES CORPORATION
Selected Unaudited Financial Information
Condensed Consolidated Balance Sheet Data
(Amounts in thousands)

 	 	September 30,	 	December 31,	 	
 	 	2009	 	2008	 	
Assets	 	 	 	 	 	
Unrestricted cash and cash equivalents	 	$	22,779	 	$	4,937	 	
Short-term investments	 	4,165	 	—	 	
Prepaid expenses	 	405	 	190	 	
Property and equipment, net	 	120	 	76	 	
Patent costs, net of accumulated amortization	 	—	 	95	 	
Restricted cash	 	500	 	600	 	
Total assets	 	$	27,969	 	$	5,898	 	
 	 	 	 	 	 	
Liabilities and stockholders’ equity (deficit)	 	 	 	 	 	
Total current liabilities	 	$	7,347	 	$	5,031	 	
Third party royalty obligation, less current portion	 	965	 	1,950	 	
Deferred revenue, less current portion	 	12,408	 	1,350	 	
Total stockholders’ equity (deficit)	 	7,249	 	(2,433	)	
Total liabilities and stockholders’ equity (deficit)	 	$	27,969	 	$	5,898	 	
 
This selected financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and the Company’s subsequent reports on Form 10-Q