Entry Into a Material Definitive Agreement

On November 8, 2023 Myriad Genetics, Inc. (the "Company") reported to have entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (the "Underwriters"), relating to the issuance and sale pursuant to an underwritten public offering (the "Offering") of an aggregate of 6,470,588 shares (the "Shares") of its common stock, par value $0.01 per share (the "Common Stock"), and up to 970,588 additional shares of Common Stock at the Underwriters’ option (Filing, 8-K, Myriad Genetics, NOV 8, 2023, View Source [SID1234637554]). The Shares were sold at a public offering price of $17.00 per share, less underwriting discounts and commissions, as described in the prospectus supplement, dated November 8, 2023, filed with the Securities and Exchange Commission (the "Commission") on November 13, 2023. The offering of the Shares closed on November 13, 2023.

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The Offering was made pursuant to the Company’s effective automatic shelf registration statement on Form S-3 (File No. 333-275396) (the "Registration Statement") previously filed with the Commission, a prospectus included in the Registration Statement and a prospectus supplement.

The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.