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 26, 2024
(Exact name of registrant as specified in its charter)
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Emerging growth company ☐
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ITEM 7.01 Regulation FD Disclosure.
As previously disclosed, beginning on August 9, 2021, two purported shareholder derivative complaints were filed with the Court of Chancery of the State of Delaware (the “Court”) against Myriad Genetics, Inc. (the “Company”), as nominal defendant, and certain of the Company’s current and/or former directors and officers. On March 3, 2022, the cases were consolidated under the caption In re Myriad Genetics, Inc. Stockholder Derivative Litigation, Case No. 2021-0686-SG (the “Derivative Action”). During the same period, a purported stockholder derivative complaint against the Company and certain current and/or former directors and officers of the Company was filed with the United States District Court for the District of Delaware, captioned Marcey v. Capone, et al., Case No. 1:21-cv-01320-MN (D. Del.) (the “Federal Derivative Action”, and together with the Derivative Action, the “Derivative Litigation”). The complaints generally allege that certain current and/or former directors and officers of the Company breached their fiduciary duties to the Company and engaged in other wrongdoings.
On April 30, 2024, the parties agreed to settle the Derivative Litigation pursuant to a global stipulation of settlement (the “Settlement”). As part of the Settlement, (i) the Company agreed to adopt or implement certain corporate governance reforms; and (ii) the parties agreed that plaintiffs' counsel will apply to the Court for an award of attorneys' fees and expenses not to exceed $950,000 to be paid by the Company, and that the individual defendants and the Company will not oppose or object to the requested fee award. The Settlement contains no admission of liability, wrongdoing or responsibility by any of the parties.
On May 3, 2024, the parties submitted the Settlement to the Court for approval. On August 6, 2024, the Court held a hearing to consider the Settlement. On November 26, 2024, the Settlement was approved by the Court. The Court's order, among other things, (i) dismissed the consolidated Derivative Action with prejudice; (ii) ordered the federal derivative plaintiff, Marcey, to promptly file the Court’s settlement approval and dismissal order in the Federal Derivative Action and seek prompt dismissal with prejudice of that Federal Derivative Action; and (iii) granted an award of attorneys' fees and expenses of $950,000 payable by the Company.
The information in this Item 7.01 of Form 8-K hereto is being furnished and shall not be deemed to be “filed” for the 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 such information be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: November 26, 2024 | By: | /s/ Scott J. Leffler | ||||||
| Scott J. Leffler | ||||||||
| Chief Financial Officer | ||||||||