Current Report Filing (8-k)
July 19 2019 - 5:23PM
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 8, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
July 18, 2019, the Board of Directors (the “Board”) of Cancer Genetics, Inc. (the “Company”) accepted
Dr. Michael J. Welsh’s resignation from his role as director and his membership on the compensation committee and his membership
on the nominating committee of the Board. The resignation was not due to any disagreement on any matter relating to
the Company’s operations, policies or practices.
On
July 8, 2019, the Board received a letter from John Pappajohn pursuant to which he resigned as a director of the Board,
effective immediately.
According
to his resignation letter, and based on information known to the Company, Mr. Pappajohn’s decision to resign was due to
his disagreement with the Company’s management regarding the Company’s entering into the Secured Creditor Asset
Purchase Agreement, by and among the Company,
Gentris, LLC, a wholly owned subsidiary of the Company,
Partners for Growth
IV, L.P., Interpace
Diagnostics
Group, Inc. and a newly-formed subsidiary of IDXG, Interpace
BioPharma
, Inc. and
the transactions contemplated thereby. A copy of Mr. Pappajohn’s letter of resignation is attached hereto as Exhibit
17.1.
The
Company has provided Mr. Pappajohn with a copy of the disclosures in this Form 8-K and the opportunity to furnish the Company
with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item
5.02 and if not, stating the respects in which he does not agree. Upon the receipt of any such letter from Mr. Pappajohn, the
Company will file any such letter as an exhibit to an amendment to this Form 8-K, no later than two business days after it is
received.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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 19, 2019
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