As filed with the Securities and Exchange Commission on August 2, 2022
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________________________________________________________

EXACT SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________

Delaware
(State or other jurisdiction of incorporation or organization)	26-0478229
(I.R.S. Employer Identification No.)	
		
5505 Endeavor Lane, Madison, Wisconsin
(Address of principal executive offices)	53719
(Zip Code)	
Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan
Amended and Restated Exact Sciences Corporation 2010 Employee Stock Purchase Plan
Exact Sciences Corporation 401(k) Plan
(Full title of the plan)
D. Scott Coward
Executive Vice President, Chief Legal Officer and Secretary
Exact Sciences Corporation
5505 Endeavor Lane
Madison, WI 53719
(Name and address of agent for service)
(608) 284-5700
(Telephone number, including area code, of agent for service)
_____________________________________________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐	
Non-accelerated filer	☐	Smaller reporting company	☐	
		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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
_____________________________________________________________________________

	

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register (i) an additional 14,000,000 shares of Common Stock under the Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan, as amended (the “2019 Plan”), as a result of the stockholders of Exact Sciences Corporation (the “Registrant”) approving an amendment to the 2019 Plan to increase the shares of common stock available for issuance under the 2019 Plan on June 9, 2022 at the Registrant’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”); (ii) an additional 3,000,000 shares of Common Stock under the Amended and Restated Exact Sciences Corporation 2010 Employee Stock Purchase Plan (the “Stock Purchase Plan”), as a result of the stockholders of the Registrant approving the Stock Purchase Plan at the 2022 Annual Meeting; and (iii) an additional 3,000,000 shares of Common Stock to be offered and sold pursuant to the Exact Sciences Corporation 401(k) Plan.
These additional shares of Common Stock are securities of the same class as other securities for which the Registration Statements on Form S-8 (File Nos. 333-164467, 333-168909, 333-211099, 333-212730, 333-229780, 333-232916, 333-219553, and 333-234608) (the “Prior Registration Statements”) were filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 22, 2010, August 17, 2010, May 3, 2016, July 28, 2016, February 21, 2019, July 31, 2019, July 31, 2019, and November 8, 2019, respectively. In accordance with Instruction E of Form S-8, the content of the Prior Registration Statements are incorporated herein by reference and made a part of this Registration Statement on Form S-8.

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:
•Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 22, 2022;
•Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, filed with the Commission on April 26, 2022 and August 2, 2022, respectively;
•Current Reports on Form 8-K, filed with the Commission on January 10, 2022, January 10, 2022, January 28, 2022, May 2, 2022, June 10, 2022, and June 30, 2022;
•the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2022 that are specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021; and
•The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A, filed with the SEC pursuant to Section 12(g) of the Exchange Act on December 26, 2000, including any amendments or reports filed for the purpose of updating such description.
All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. The Registrant is not incorporating by reference any reports or documents or portions thereof that are not considered to be “filed” with the Commission.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits

Exhibit
Number		Exhibit Title	
			
4.1		Sixth Amended and Restated Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.3 to the Registrant's Form S-1 (File No. 333-48812), which is incorporated herein by reference)	
4.2		Amendment to Sixth Amended and Restated Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on July 24, 2020, which is incorporated herein by reference)	
4.3		Sixth Amended and Restated By-Laws of the Registrant, dated January 25, 2022 (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 28, 2022, which is incorporated herein by reference)	
4.4		Amended and Restated Exact Sciences Corporation 2010 Employee Stock Purchase Plan (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 10, 2022, which is incorporated herein by reference)	
4.5		Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan,
(previously filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-23916) filed on July 31, 2019, which is incorporated herein by reference)	
4.6		Amendment No. 1 to Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 10, 2022, which is incorporated herein by reference)	
5.1		Opinion of K&L Gates LLP, filed herewith	
23.1		Consent of PricewaterhouseCoopers LLP, filed herewith	
23.2		Consent of BDO USA, LLP, filed herewith	
23.3		Consent of K&L Gates LLP (contained in Exhibit 5.1 hereto and filed herewith)	
24		Power of Attorney (signature page to this Registration Statement)	
107.1		Filing Fee Table	

The Registrant will submit or has submitted the 401(k) Plan and any amendments thereto to the U.S. Internal Revenue Service (the "IRS") in a timely manner in accordance with the agency's regulations and has made or will make all changes required by the IRS in order to qualify the plan under Section 401 of the U.S. Internal Revenue Code of 1986, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin, on August 2, 2022.

	EXACT SCIENCES CORPORATION

	By:	/s/ Kevin T. Conroy	
		Kevin T. Conroy	
		President and Chief Executive Officer	

POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints D. Scott Coward and Kevin T. Conroy, and each of them, his/her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, severally, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated, in each case on August 2, 2022:

5

															
Signature		Title		Date	
					
/s/ Kevin T. Conroy		President and Chief Executive Officer (Principal		August 2, 2022	
Kevin T. Conroy		 Executive Officer) and Chairman of the Board			
					
/s/ Jeffrey T. Elliott		Executive Vice President, Chief Financial Officer and Chief Operating Officer		August 2, 2022	
Jeffrey T. Elliott		(Principal Financial Officer and Principal Accounting Officer)			
					
/s/ Paul Clancy		Director		August 2, 2022	
Paul Clancy					
					
/s/ Freda Lewis-Hall		Director		August 2, 2022	
Freda Lews-Hall					
					
/s/ James E. Doyle		Director		August 2, 2022	
James E. Doyle					
					
/s/ Daniel J. Levangie		Director		August 2, 2022	
Daniel J. Levangie					
					
/s/ Pierre Jacquet		Director		August 2, 2022	
Pierre Jacquet					
					
/s/ Katherine S. Zanotti		Director		August 2, 2022	
Katherine S. Zanotti					
					
/s/ Kathleen G. Sebelius		Director		August 2, 2022	
Kathleen G. Sebelius					
					
/s/ Shacey Petrovic		Director		August 2, 2022	
Shacey Petrovic					

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EXHIBIT 107.1
 
Calculation of Filing Fee Tables
 
……Form S-8……..
(Form Type)
 
…………….…………… Exact Sciences Corporation …………………………..
(Exact Name of Registrant as Specified in its Charter)
 
Table 1: Newly Registered and Carry Forward Securities

Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	
Equity	Common Stock, par value $0.01 per share	Rule 457(c) and (h)	14,000,000(3)	$45.845	$641,830,000.00	0.0000927	$59,497.64	
Equity	Common Stock, par value $0.01 per share	Rule 457(c) and (h)	3,000,000(4)	$45.845	$137,535,000.00	0.0000927	$12,749.49	
Equity	Common Stock, par value $0.01 per share	Rule 457(c) and (h)	3,000,000(5)	$45.845	$137,535,000.00	0.0000927	$12,749.49	
—	—	—	—		—		—	
—	—	—	—		—			
Total Offering Amounts		$916,900,000.00		$84,996.62	
Total Fee Offsets				—	
Net Fees Due				$84,996.62	

(1)    Any additional shares of common stock of Exact Sciences Corporation (the “Registrant”) to be issued as a result of stock dividends, stock splits or similar transactions shall be covered by this Registration Statement as provided in Rule 416(a) under the Securities Act of 1933, as amended.
(2)    Calculated in accordance with Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee, which is based on the average of the high and low market prices of the shares of common stock of the Registrant as reported on the Nasdaq Stock Market LLC on July 27, 2022
(3)    Represents an additional 14,000,000 shares of common stock, par value $0.01 per share (“Common Stock”) issuable under the Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan, as amended, which increase in shares of Common Stock was approved by the Registrant’s stockholders at its Annual Meeting of Stockholders on June 9, 2022 (the “Annual Meeting”).
(4)    Represents an additional 3,000,000 shares of Common Stock issuable under the Amended and Restated Exact Sciences Corporation 2010 Employee Stock Purchase Plan, which increase in shares of Common Stock was approved by the Registrant’s stockholders at the Annual Meeting.
(5)    Represents an additional 3,000,000 shares of Common Stock issuable under the Exact Sciences Corporation 401(k) Plan.

EXHIBIT 5.1

	K&L GATES LLP
300 SOUTH TRYON STREET
SUITE 1000
CHARLOTTE, NC 28202
T +1 704 331 7400 F +1 704 331 7598 klgates.com	

August 2, 2022
Exact Sciences Corporation
5505 Endeavor Lane
Madison, WI 53719

Ladies and Gentlemen:
We have acted as special counsel to Exact Sciences Corporation, a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company on the date hereof with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, for the registration of 20,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), issuable pursuant to (i) the Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan (the “2019 Plan”), (ii) the Amended and Restated Exact Sciences Corporation 2010 Employee Stock Purchase Plan (the “2010 Plan”) and (iii) the Exact Sciences Corporation 401(k) Plan (the “401(k) Plan”, and together with the 2019 Plan and the 2010 Plan, the “Plans” and each a “Plan”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
For purposes of rendering the opinion stated herein, we have examined:

(a)the Registration Statement;

(b)the Plans;

(c)the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended through the date hereof;

(d)the Company’s Sixth Amended and Restated By-Laws;

(e)resolutions adopted by the board of directors of the Company (the “Board”) on April 13, 2022 and July 28, 2022 authorizing and approving the issuance of the Shares, the filing of the Registration Statement, and other related matters;

(f)resolutions adopted by the Board authorizing and approving the reservation and issuance of the Shares, the filing of the Registration Statement, and other related matters;

(g)a certificate of an officer of the Company, dated the date hereof.

We have also examined such questions of law, and the originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records, as we have deemed necessary or appropriate as a basis for the opinion stated herein.
In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as copies. As to matters of fact relevant to our opinion set forth below, we have relied, without independent investigation, on certificates of public officials and of officers of the Company.
In rendering our opinion below, we also have assumed that (i) the Company will have sufficient authorized and unissued shares of Common Stock at the time of each issuance of any Shares, (ii) the Shares will be evidenced
K&L GATES LLP
300 SOUTH TRYON STREET SUITE 1000 CHARLOTTE NC 28202
T +1 704 331 7400 F +1 704 331 7598 klgates.com

Exact Sciences Corporation
August 2, 2022
Page 2

by appropriate certificates, duly executed and delivered, or the Board will adopt a resolution providing that all Shares shall be uncertificated in accordance with Section 158 of the General Corporation Law of the State of Delaware (the “DGCL”) prior to their issuance, (iii) the issuance of each Share will be properly recorded in the books and records of the Company, (iv) each Plan constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; (v) the Company will receive consideration for each Share at least equal to the par value of such share of Common Stock and in the amount required by the applicable Plan (or the award agreement issued thereunder); and (vi) prior to the issuance of any Shares under the Plans, the Company’s Board will duly authorize each award granted under the Plan pursuant to resolutions (the “Authorizing Resolutions”) approving an award agreement and in accordance with the DGCL and the Plan
.
Our opinion set forth below is limited to the DGCL and reported decisions interpreting the DGCL.
Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and paid for in accordance with the terms of the applicable Plan, the Authorizing Resolutions and the applicable award agreements, will be validly issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion letter with the SEC as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Yours truly,		
		
/s/ K&L Gates, LLP		
		
K&L Gates LLP		

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Exact Sciences Corporation of our report dated February 22, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Exact Sciences Corporation's Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
August 2, 2022

EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exact Sciences Corporation
Madison, Wisconsin
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated February 21, 2020, except for the adoption of ASU 2020-06 as discussed in Notes 1 and 10, which is as of February 22, 2022, relating to the consolidated financial statements of Exact Sciences Corporation appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ BDO USA, LLP
BDO USA, LLP
Madison, Wisconsin
August 2, 2022