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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): October 19, 2026
MYRIAD GENETICS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 0-26642 | | 87-0494517 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
322 North 2200 West
Salt Lake City, Utah 84116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 584-3600
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | MYGN | | Nasdaq Global Select Market |
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. ☐
ITEM 1.01 Entry into a Material Definitive Agreement.
On October 19, 2026, Myriad Genetics, Inc., a Delaware corporation (the “Company”), and Laboratory Corporation of America, a Delaware corporation (“Buyer”), entered into an Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company has agreed to sell and assign to Buyer, and Buyer has agreed to purchase and assume from the Company, certain assets and liabilities of the Company’s prenatal health business, including the Company’s Foresight Carrier Screen, Prequel Prenatal Screen and FirstGene 4-in-1 Prenatal Screen laboratory developed tests and the SneakPeek Early Gender Test (the “Business”), in exchange for $210 million in cash, plus the value of the inventory of the Business at closing (the “Transaction”). In connection with the Transaction, Buyer has agreed to make offers of employment to certain employees of the Business on terms that are comparable to those currently in effect for such employees.
The Purchase Agreement contains customary representations, warranties and covenants, including, among other things, covenants relating to (i) the conduct of the Business between the signing of the Purchase Agreement and the closing of the Transaction and (ii) the efforts of the parties to cause the Transaction to be consummated, including obtaining certain consents and regulatory approvals.
Buyer has obtained “representation and warranty” insurance, which provides coverage for certain breaches of representations and warranties by the Company, subject to a deductible and certain other terms and conditions. Each of Buyer and the Company has agreed to indemnify the other for certain losses arising out of breaches of certain fundamental representations and warranties, covenants and for certain losses arising out of excluded liabilities or assumed liabilities, as applicable, subject to customary limitations.
The consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including (i) the expiration or termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) receipt of any required approvals and the expiration or termination of any required waiting periods under applicable state health care laws, (iii) the absence of any law or judgment that restrains or prohibits the closing, (iv) the absence of litigation having been commenced by any governmental authority that seeks to restrain or prohibit the closing, which litigation remains pending, (v) the absence of a material adverse effect on the financial condition or results of operations of the Business prior to closing, (vi) the accuracy of the respective representations and warranties of the parties (subject to certain materiality qualifiers), (vii) the performance in all material respects of the parties’ respective covenants under the Purchase Agreement, and (viii) the receipt of certain required third-party consents. Concurrently with the execution of the Purchase Agreement, the Company and an affiliate of Buyer entered into a patent license agreement that will take effect as of the closing. At the closing, the parties or their applicable affiliates will enter into certain additional ancillary agreements, including a transition services agreement.
The Purchase Agreement contains customary termination rights, including that either party may terminate the Purchase Agreement if the Transaction has not closed by February 19, 2027, subject to an automatic extension to October 19, 2027 if the conditions related to applicable regulatory clearances have not been satisfied by such date but all other conditions to closing have been satisfied or validly waived, or if consummation of the Transaction would violate any final, non-appealable order of any governmental authority. In addition, under certain circumstances, Buyer may be required to pay to the Company a termination fee of $10,500,000 if the Purchase Agreement is terminated as a result of the failure to obtain certain regulatory clearances.
The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Purchase Agreement has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, Buyer or the Business. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties as of specific dates, may be qualified by confidential disclosure schedules, and may be subject to contractual standards of materiality that differ from those applicable to investors. Investors should not rely on them as characterizations of the actual state of facts or condition of the Company, Buyer or the Business.
ITEM 7.01 Regulation FD Disclosure
Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01 is a press release announcing the Company’s entry into the Purchase Agreement.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits.
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Exhibit
Number | | Description |
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| 2.1* | | |
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| 99.1 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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.
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| MYRIAD GENETICS, INC. |
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| Date: October 20, 2026 | By: | /s/ Benjamin R. Wheeler |
| | Benjamin R. Wheeler |
| | Chief Financial Officer |
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