Current Report Filing (8-k)
June 26 2019 - 5:29PM
Edgar (US Regulatory)
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):
June 20, 2019
CANCER GENETICS,
INC.
(Exact Name of
Registrant as Specified in its Charter)
Delaware
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001-35817
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04-3462475
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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201
Route 17 North 2nd Floor, Rutherford, New Jersey
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07070
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(201) 528-9200
(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 (
see
General Instruction A.2. below):
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[
]
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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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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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CGIX
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The
Nasdaq Capital Market
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Item
2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
On
June 20, 2019, Cancer Genetics, Inc. (the “Company”) received notice of an event of default from Iliad Research and
Trading, L.P. (the “Lender”) relating to the $2,625,000 convertible promissory note (the “Note”) dated
July 17, 2018. As previously disclosed, in May 2019, the Company and the Lender entered into a second Standstill Agreement (the
“Agreement”), which provided, among other things, that the Lender would not seek to redeem any portion of the Note
in cash until May 31, 2019.
On
or about June 11, 2019, following the expiration of the Agreement, the Lender sent the Company a redemption notice. On June
20, 2019, the Lender sent a notice to the Company asserting that the nonpayment of the redemption amount by the redemption
due date constituted an event of default. The Lender has asserted that, pursuant to the terms of the Note, the outstanding
balance has begun to accrue interest at the default interest rate of 22% per annum, and that the Lender has the right to
elect to increase the outstanding balance by applying the Default Effect (as defined in the Note) of 15% of the
then-outstanding balance. The Lender has asserted that, as a result, the outstanding balance of the Note as of June 20, 2019
is now approximately $3.1 million. The parties are negotiating a resolution of the matters raised by the Lender’s notice.
SIGNATURE
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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CANCER
GENETICS, INC.
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By:
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/s/
John A. Roberts
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Name:
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John
A. Roberts
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Title:
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Chief
Executive Officer
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Date:
June 26, 2019
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