Issuer Free Writing Prospectus dated November 4, 2010

Filed Pursuant to Rule 433

Registration No. 333-168907

(Relating to the Preliminary Prospectus Supplement dated November 3, 2010

and the Prospectus dated September 7, 2010)

 

We have filed a registration statement, a prospectus and a preliminary prospectus supplement with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and related prospectus as well as the other documents we have filed with the SEC for more complete information about us and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, we or the underwriters for this offering will arrange to send you the preliminary prospectus supplement (or, if then available, the final prospectus supplement) and related prospectus if you request it by calling toll-free at 877-547-6340 or if you request it from Equity Syndicate Prospectus Department, Jefferies & Company, Inc., 520 Madison Avenue, 12th Floor, New York, NY, 10022 or at Prospectus_Department@Jefferies.com. You may also access the preliminary prospectus supplement and related prospectus by clicking on the following link: http://www.sec.gov/Archives/edgar/data/1124140/000104746910009153/0001047469-10-009153-index.htm.  The following information supplements and updates the information contained in the preliminary prospectus supplement and the related prospectus.

 

Issuer		Exact Sciences Corporation (NASDAQ: EXAS)
Common stock offered by Exact		10,000,000 shares
Over-allotment option		1,500,000 shares
Common stock to be outstanding after this offering		50,480,084 shares (51,980,084 if the underwriters’ over-allotment option is exercised in full)
Public offering price		$6.00 per share.
Net proceeds to Exact		$56.2 million ($64.7 million if the underwriters’ over-allotment option is exercised in full), after deducting the underwriting discount ($0.36 per share) and estimated offering expenses payable by us
Pricing date		November 4, 2010
Closing date		On or about November 9, 2010.
Dilution		Net tangible book value per share as of September 30, 2010: $0.44   Net tangible book value per share after the offering: $1.47 ($1.59 if the underwriters’ over-allotment option is exercised in full)   Increase in per share net tangible book value per share attributable to the offering: $1.03 ($1.15 if the underwriters’ over-allotment option is exercised in full)   Dilution per share to new investors: $4.53 ($4.41 if the underwriters’ over-allotment option is exercised in full)

 

The number of shares of common stock outstanding used in the above disclosures is based on 40,480,084 shares
 outstanding as of September 30, 2010, qualified as stated in the preliminary prospectus supplement.