Current Report Filing (8-k)
October 25 2019 - 8:01AM
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): October 24, 2019
CANCER
GENETICS, INC.
(Exact
Name of Company 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
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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201
Route 17 North 2nd Floor, Rutherford, New Jersey 07070
(Address
of Principal Executive Offices) (Zip Code)
Company’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 Company 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 Company 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 Company 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
3.03. Material Modification to Rights of Security Holders.
The
information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 24, 2019 (the “Effective Date”), Cancer Genetics, Inc. (the “Company”) filed a Certificate of
Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate
of Amendment”), which effected, at 5:00 p.m. Eastern Time on October 24, 2019, a one-for-thirty reverse stock split (the
“Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, $0.0001 par value per
share (the “Common Stock”). In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will
change to 13739U203.
As
a result of the Reverse Stock Split, every thirty shares of Common Stock issued and outstanding was converted into one share of
Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage
interest in the Company’s equity, except to the extent that the Reverse Stock Split would have resulted in some stockholders
owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would
otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a proportional cash payment.
The
Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding
securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options,
convertible debt and warrants, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.
At
the Company’s annual meeting of stockholders held on May 31, 2019 (the “Annual Meeting”), the stockholders of
the Company voted to approve the Certificate of Amendment. On October 18, 2019, the Board of Directors of the Company also approved
and authorized the filing of the Certificate of Amendment following its approval by the stockholders.
The
Common Stock will begin trading on a Reverse Stock Split-adjusted basis when the market opens on October 25, 2019.
The
foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete
and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report
as Exhibit 3.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
As
described above, the following exhibits are furnished as part of this report:
Exhibit 3.1 —Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation of Cancer Genetics, Inc., dated October 24, 2019.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company 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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President and Chief
Executive Officer
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Date: October 25,
2019
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