Current Report Filing (8-k)
July 09 2019 - 5:16PM
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):
July 5, 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
1.01. Entry into a Material Definitive Agreement.
On
July 5, 2019, Cancer Genetics, Inc. (the “Company”) entered into an asset purchase agreement (the “Clinical
Agreement”) by and among the Company and siParadigm, LLC (“siParadigm”), pursuant to which the Company sold
to siParadigm, on July 5, 2019, certain assets associated with the Company’s clinical laboratory business (the “Clinical
Business,” and such assets, the “Designated Assets”), and agreed to cease operating its Clinical Business. The
Designated Assets include intellectual property, equipment and customer lists associated with the Clinical Business, and the Company
will provide certain transitional services to siParadigm pursuant to the Clinical Agreement. The cash consideration paid by siParadigm
at closing was approximately $868,000, which includes approximately $45,000 for certain equipment plus a $1,000,000 advance payment
of the Earn-Out (as defined below), less approximately $177,000 of certain costs incurred by siParadigm on the Company’s
behalf prior to closing. The Earn-Out, to be paid over the 24 months post-closing, is based on fees for all tests performed by
siParadigm for the Company’s clinical customers during the 12-month period following the closing (the “Earn-Out”).
Under
the Clinical Agreement, the Company agreed to certain non-competition and non-solicitation provisions, including that it will
cease performing certain clinical tests and will not solicit or seek business from certain of its customers (other than for the
Company’s other lines of business) for a period of three years following the closing date.
The
above summary is not a complete description of the Clinical Agreement, and is qualified in its entirety by reference to the complete
text of the agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter
ending June 30, 2019.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information contained in Item 1.01 above is incorporated herein by reference.
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:
July 9, 2019
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