8-K

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):  May 24, 2021

MYRIAD GENETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-26642	87-0494517
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

320 Wakara Way

Salt Lake City, Utah 84108

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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:

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 7.01 Regulation FD Disclosure.

On May 21, 2021, Myriad Genetics, Inc. (the “Company”) entered into a definitive agreement to sell Myriad RBM, Inc. to Q2 Solutions, a wholly owned subsidiary of IQVIA Holdings Inc. (the “Transaction”) for total cash consideration of $198 million, subject to customary adjustments. On May 24, 2021, the Company issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01    Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press release dated May 24, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

The exhibit(s) may contain hypertext links to information on our website or other parties’ websites. The information on our website and other parties’ websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.

In accordance with General Instruction B-2 of Form 8-K, the information set forth in Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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.

	MYRIAD GENETICS, INC.
Date: May 24, 2021	By:	/s/ R. Bryan Riggsbee
		R. Bryan Riggsbee
		Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

Media Contact: Jared MaxwellInvestor Contact: Nathan Smith

(801) 505-5027(801) 505-5067

jmaxwell@myriad.comnathan.smith@myriad.com

Myriad Genetics Signs Definitive Agreement to Sell

Myriad RBM to Q2 Solutions

SALT LAKE CITY, May 24, 2021 – Myriad Genetics, Inc. (NASDAQ: MYGN), a leader in genetic testing and precision medicine, today announced it has signed a definitive agreement to sell Myriad RBM, Inc. to Q2 Solutions, a leading global clinical trial laboratory services organization, and a wholly owned subsidiary of IQVIA. Q2 Solutions provides comprehensive testing, project management, supply chain, biorepository, biospecimen and consent tracking solutions. Myriad RBM, which specializes in contract research services for the pharmaceutical industry, will be added to the overall Q2 Solutions menu and offerings.

“Our agreement with Q2 Solutions provides a good home for Myriad RBM teammates, delivers strong value, and provides significant capital for future growth,” said Paul J. Diaz, president and CEO of Myriad Genetics. “The divestiture of Myriad RBM, along with other announced divestitures, allows us to accelerate the execution of our transformation plan and focus on advancing our core businesses in Women’s Health, Oncology and Mental Health.”

The deal is subject to customary closing conditions, and Myriad expects the transaction to close in the third calendar quarter.

Cowen is acting as exclusive financial advisor and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is acting as legal advisor to Myriad Genetics.

About Myriad Genetics

Myriad Genetics Inc. is a leading genetic testing and precision medicine company dedicated to advancing health and wellbeing for all, empowering individuals with vital genetic insights and enabling healthcare providers to better detect, treat and prevent disease. Myriad discovers and commercializes genetic tests that determine the risk of developing disease, accurately diagnose disease, assess the risk of disease progression, and guide treatment decisions across medical specialties where genetic testing can significantly improve patient care and lower healthcare costs. For more informatio, visit the Company's website: www.myriad.com.

Myriad, the Myriad logo, BART, BRACAnalysis, Colaris, Colaris AP, myPath, myRisk, Myriad myRisk, myRisk Hereditary Cancer, myChoice, myPlan, BRACAnalysis CDx, Tumor

BRACAnalysis CDx, myChoice CDx, Vectra, Prequel, Foresight, GeneSight, riskScore and Prolaris are trademarks or registered trademarks of Myriad Genetics, Inc. or its wholly owned subsidiaries in the United States and foreign countries. MYGN-F, MYGN-G.

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the divestiture of Myriad RBM, Inc. to Q2 Solutions; the expected closing of the transaction during the fiscal third quarter; the impact of the divestiture of Myriad RBM and Myriad’s other announced divestitures on Myriad’s execution, focus and opportunity for future growth; and the Company’s strategic directives under the caption "About Myriad Genetics."These "forward-looking statements" are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by forward-looking statements.These risks and uncertainties include, but are not limited to: the risk that a condition to closing of the proposed transaction may not be satisfied; that either party may terminate the definitive agreement or that the closing of the proposed transaction may be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or consummation of the proposed transaction; diversion of management and employee time on transaction-related issues and completing the transaction; uncertainties associated with COVID-19, including its possible effects on our operations and the demand for our products and services; risks related to our ability to efficiently and flexibly manage our business amid uncertainties associated with COVID-19; the risk that sales and profit margins of our existing molecular diagnostic tests and pharmaceutical and clinical services may decline or that we may not be able to operate our business on a profitable basis; risks related to our ability to generate sufficient revenue from our existing product portfolio or in launching and commercializing new tests; risks related to changes in governmental or private insurers’ coverage and reimbursement levels for our tests or our ability to obtain reimbursement for our new tests at comparable levels to our existing tests; risks related to increased competition and the development of new competing tests and services; the risk that we may be unable to develop or achieve commercial success for additional molecular diagnostic tests and pharmaceutical and clinical services in a timely manner, or at all; the risk that we may not successfully develop new markets for our molecular diagnostic tests and pharmaceutical and clinical services, including our ability to successfully generate revenue outside the United States; the risk that licenses to the technology underlying our molecular diagnostic tests and pharmaceutical and clinical services tests and any future tests are terminated or cannot be maintained on satisfactory terms; risks related to delays or other problems with operating our laboratory testing facilities; risks related to public concern over genetic testing in general or our tests in particular; risks related to regulatory requirements or enforcement in the United States

and foreign countries and changes in the structure of the healthcare system or healthcare payment systems; risks related to our ability to obtain new corporate collaborations or licenses and acquire new technologies or businesses on satisfactory terms, if at all; risks related to our ability to successfully integrate and derive benefits from any technologies or businesses that we license or acquire; risks related to our projections about the potential market opportunity for our products; the risk that we or our licensors may be unable to protect or that third parties will infringe the proprietary technologies underlying our tests; the risk of patent-infringement claims or challenges to the validity of our patents; risks related to changes in intellectual property laws covering our molecular diagnostic tests and pharmaceutical and clinical services, or patents or enforcement, in the United States and foreign countries; risks of new, changing and competitive technologies and regulations in the United States and internationally; the risk that we may be unable to comply with financial operating covenants under our credit or lending agreements; the risk that we will be unable to pay, when due, amounts due under our credit or lending agreements; and risks related to the material weakness identified in our internal control over financial reporting, including the impact thereof and our remediation plan; and other factors discussed under the heading "Risk Factors" contained in Item 1A of our Transition Report on Form 10-K for the six month transition period ended December 31, 2020, which has been filed with the Securities and Exchange Commission on March 16, 2021, as well as any updates to those risk factors filed from time to time in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.All information in this press release is as of the date of the release, and Myriad undertakes no duty to update this information unless required by law.###

XML

Cover	May 24, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 24, 2021
Entity Registrant Name	MYRIAD GENETICS, INC.
Entity Central Index Key	0000899923
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-26642
Entity Tax Identification Number	87-0494517
Entity Address, Address Line One	320 Wakara Way
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84108
City Area Code	801
Local Phone Number	584-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(g) Security	Common Stock, $0.01 par value
Trading Symbol	MYGN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false