Cancer Genetics, Inc. (the “Company”) (Nasdaq: CGIX), a leader in
drug discovery and preclinical oncology and immuno-oncology
services, announced today financial and operating results for the
quarter ended September 30, 2020.
RECENT STRATEGIC AND OPERATIONAL
HIGHLIGHTS
|
● |
Entered into a definitive agreement to merge with StemoniX, a
leader in powering the discovery of new medicines through the
convergence of novel human biology and software technologies |
|
|
|
|
● |
Continued stability and customer loyalty from biopharma partners in
vivoPharm’s drug discovery business |
|
|
|
|
● |
Commenced a joint proof-of-concept program with StemoniX to confirm
a best-in-class drug discovery platform converging in-vivo,
in-vitro and in-silico innovations |
|
|
|
|
● |
Closed on $3 million of financing in October 2020 to meet cash
requirements pending the proposed upcoming merger with
StemoniX |
John A. Roberts, Chief Executive Officer of
Cancer Genetics stated, “During Q3 2020, we continued to make
advances to enhance value for our shareholders and customers. The
key event of the quarter was signing a definitive agreement to
merge with StemoniX. Based on our lengthy search for a merger
partner since last year, StemoniX proved to be the most attractive
opportunity for our shareholders by extracting meaningful value
from synergies with our vivoPharm drug discovery business and the
continued transformation of our business model.”
Mr. Roberts continued, “To illustrate the
relationship more fully, we have announced a joint proof-of-concept
program between StemoniX and vivoPharm®, a subsidiary of Cancer
Genetics. The initial program will assess CNS (central nervous
system) safety and toxicity of novel compounds, and will set the
stage for future partnership collaborations with drug developers.
We are also exceptionally encouraged with their recent announcement
related to the publication of a new research paper, “Screening for
modulators of neural network activity in 3D human iPSC-derived
cortical spheroids,” in the journal PLOS ONE. The research
describes how the StemoniX microBrain 3D platform can be used in
functional high-throughput screens to identify potentially new
therapeutics for central nervous system (CNS) indications, further
supporting our belief in the increasing value this merger will
bring to our combined shareholders.”
Cancer Genetics continued to service customers
through the company’s Discovery Services business, vivoPharm. We
experienced a delay in new contract signings in Q3 while many of
our customers diverted their resources to COVID-19 initiatives and
oriented their scientific and discovery teams to remote working
environments.
The Company filed its quarterly report for Q3
2020 on Form 10-Q today with the Securities and Exchange
Commission.
THIRD QUARTER 2020 FINANCIAL
RESULTS
The Company reported total revenue from
continuing operations of $1.6 million for the third quarter of 2020
compared to revenue of $2.1 million in the third quarter of 2019, a
decrease of approximately $0.5 million or 24% principally due to
delays in drug discovery programs impacting our customer’s
preclinical projects teams as customers diverted their resources to
COVID-19 initiatives and oriented their scientific and discovery
teams to remote working environments.
Gross profit margin in the third quarter 2020
was 41.8% or $0.7 million as compared to gross profit margin from
continuing operations of 52.0% or $1.1 million in the third quarter
of 2019. The Discovery Services business unit gross margin
decreased in the third quarter of 2020 compared to 2019 principally
due to the change in revenue in the comparable periods.
Total operating expenses for the third quarter
of 2020 were approximately $2.0 million (including approximately
$0.5 million of one-time non-recurring expenses related to merger
and financing costs). This represents a decrease of 57.0% compared
to total operating expenses from continuing operations for the
third quarter of 2019 which were approximately $4.7 million. The
decrease in total operating expenses was due to a $2.9 million
goodwill impairment charge recorded in the third quarter of
2019.
Net loss from continuing operations was $1.4
million or ($0.58) per share for the third quarter of 2020. Net
Loss from continuing operations was $4.8 million in the third
quarter of 2019 or ($2.38) per share.
Cash and cash equivalents totaled approximately
$1.1 million as of September 30, 2020.
ABOUT CANCER GENETICS
Through its vivoPharm subsidiary, the Cancer
Genetics offers proprietary preclinical test systems supporting
clinical diagnostic offerings at early stages, valued by the
pharmaceutical industry, biotechnology companies and academic
research centers. The Company is focused on precision and
translational medicine to drive drug discovery and novel therapies.
vivoPharm specializes in conducting studies tailored to guide drug
development, starting from compound libraries and ending with a
comprehensive set of in vitro and in vivo data and reports, as
needed for Investigational New Drug filings. vivoPharm operates in
The Association for Assessment and Accreditation of Laboratory
Animal Care International (AAALAC) accredited and GLP compliant
audited facilities. For more information, please visit
www.cancergenetics.com.
For more information, please visit or
follow CGI at:
Internet:
www.cancergenetics.com
Twitter: @Cancer_Genetics
Additional Information about the
Proposed Merger and Where to Find It
In connection with the proposed merger between
CGI and StemoniX, Inc. (“StemoniX”), CGI has filed relevant
materials with the Securities and Exchange Commission (the “SEC”),
including a registration statement on Form S-4 that contains a
proxy statement/prospectus/information statement. INVESTORS AND
SECURITY HOLDERS OF CGI AND STEMONIX ARE URGED TO READ THESE
MATERIALS (AS WELL AS AMENDMENTS AND SUPPLEMENTS THERETO AND ANY
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
CGI, STEMONIX AND THE PROPOSED MERGER. The proxy
statement/prospectus/information statement and other relevant
materials (when they become available), and any other documents
filed by CGI with the SEC, may be obtained free of charge at the
SEC website at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC
by CGI by directing a written request to: Cancer Genetics, Inc.,
c/o John A. Roberts, Chief Executive Officer, 201 Route 17 North
2nd Floor, Rutherford, NJ 07070. Investors and security holders are
urged to read the Registration Statement and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed merger.
This report shall not constitute an offer to
sell or the solicitation of an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities in connection with the proposed merger shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Participants in the
Solicitation
CGI and its directors and executive officers and
StemoniX and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of CGI in connection with the proposed transaction
under the rules of the SEC. Information about the directors and
executive officers of CGI and their ownership of shares of CGI’s
common stock is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2019, which was filed with the SEC on May
29, 2020, and in subsequent documents filed and to be filed with
the SEC, including the Registration Statement referred to above.
Additional information regarding the persons who may be deemed
participants in the proxy solicitations and a description of their
direct and indirect interests in the proposed merger, by security
holdings or otherwise, are included in the Registration Statement
and other relevant materials to be filed with the SEC when they
become available. These documents are available free of charge at
the SEC web site (www.sec.gov) and from the Chief Executive Officer
at CGI at the address described above.
Forward Looking Statements:
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements pertaining to Cancer Genetics,
Inc.’s expectations regarding future financial and/or operating
results, the proposed merger with StemoniX, Inc., the potential for
our tests and services and future revenues or growth in this press
release constitute forward-looking statements.
Any statements that are not historical fact
(including, but not limited to, statements that contain words such
as “will,” “believes,” “plans,” “anticipates,” “expects,”
“estimates”) should also be considered to be forward-looking
statements. Forward-looking statements involve risks and
uncertainties, including, without limitation, risks inherent in our
ability to satisfy all closing conditions to the merger with
StemoniX, Inc. and realize the expected benefits therefrom, our
attempts to adapt to the global coronavirus pandemic, our attempts
to achieve profitability by increasing sales of our pre-clinical
services, maintain our existing customer base and avoid
cancellation of customer contracts or discontinuance of trials, our
attempts to raise capital to meet our liquidity needs, market and
other conditions, and other risks discussed in the Cancer Genetics,
Inc. Form 10-K for the year ended December 31, 2019 and Form 10-Q
for the quarter ended June 30, 2020, along with other filings with
the Securities and Exchange Commission. These forward-looking
statements speak only as of the date hereof. Cancer Genetics, Inc.
disclaims any obligation to update these forward-looking
statements.
Investor Contacts: Jennifer K.
Zimmons. Ph.D.Investor RelationsZimmons International
Communications, IncEmail: jzimmons@zimmonsic.comPhone:
+1.917.214.3514
Cancer Genetics, Inc. and
SubsidiariesCondensed Consolidated Balance Sheets
(Unaudited)(in thousands, except par
value)
|
|
September 30, |
|
|
December 31, |
|
|
|
2020 |
|
|
2019 |
|
ASSETS |
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,133 |
|
|
$ |
3,880 |
|
Restricted cash |
|
|
- |
|
|
|
350 |
|
Accounts receivable |
|
|
773 |
|
|
|
696 |
|
Earn-Out from siParadigm, net, current portion |
|
|
141 |
|
|
|
747 |
|
Excess Consideration Note |
|
|
- |
|
|
|
888 |
|
Other current assets |
|
|
754 |
|
|
|
546 |
|
Current assets of discontinuing operations |
|
|
- |
|
|
|
71 |
|
Total current assets |
|
|
2,801 |
|
|
|
7,178 |
|
FIXED ASSETS, net of
accumulated depreciation |
|
|
488 |
|
|
|
558 |
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
Operating lease right-of-use assets, net of accumulated
amortization |
|
|
47 |
|
|
|
94 |
|
Earn-Out from siParadigm, less current portion |
|
|
- |
|
|
|
356 |
|
Patents and other intangible assets, net of accumulated
amortization |
|
|
2,563 |
|
|
|
2,895 |
|
Investment in joint venture |
|
|
56 |
|
|
|
92 |
|
Goodwill |
|
|
3,090 |
|
|
|
3,090 |
|
Other |
|
|
645 |
|
|
|
641 |
|
Total other assets |
|
|
6,401 |
|
|
|
7,168 |
|
Total
Assets |
|
$ |
9,690 |
|
|
$ |
14,904 |
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
2,863 |
|
|
$ |
2,072 |
|
Obligations under operating leases, current portion |
|
|
38 |
|
|
|
193 |
|
Obligations under finance leases, current portion |
|
|
53 |
|
|
|
68 |
|
Deferred revenue |
|
|
798 |
|
|
|
1,217 |
|
Note payable, net |
|
|
- |
|
|
|
1,277 |
|
Advance from NovellusDx, Ltd., net |
|
|
- |
|
|
|
350 |
|
Advance from siParadigm, current portion |
|
|
- |
|
|
|
566 |
|
Due to Interpace Biosciences, Inc. |
|
|
421 |
|
|
|
- |
|
Current liabilities of discontinuing operations |
|
|
578 |
|
|
|
1,229 |
|
Total current liabilities |
|
|
4,751 |
|
|
|
6,972 |
|
Obligations under operating
leases, less current portion |
|
|
10 |
|
|
|
10 |
|
Obligation under finance
leases, less current portion |
|
|
79 |
|
|
|
107 |
|
Advance from siParadigm, less
current portion |
|
|
- |
|
|
|
252 |
|
Warrant liability |
|
|
45 |
|
|
|
178 |
|
Total
Liabilities |
|
|
4,885 |
|
|
|
7,519 |
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Preferred stock, authorized 9,764 shares, $0.0001 par value, none
issued |
|
|
- |
|
|
|
- |
|
Common stock, authorized 100,000 shares, $0.0001 par value, 2,506
and 2,104 shares issued and outstanding at September 30, 2020 and
December 31, 2019, respectively |
|
|
- |
|
|
|
- |
|
Additional paid-in capital |
|
|
173,517 |
|
|
|
171,783 |
|
Accumulated other comprehensive income (loss) |
|
|
(56 |
) |
|
|
26 |
|
Accumulated deficit |
|
|
(168,656 |
) |
|
|
(164,424 |
) |
Total Stockholders’ Equity |
|
|
4,805 |
|
|
|
7,385 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
9,690 |
|
|
$ |
14,904 |
|
Cancer Genetics, Inc. and
SubsidiariesCondensed Consolidated Statements of
Operations and Other Comprehensive Loss
(Unaudited)(in thousands, except per share
amounts)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
Revenue |
|
$ |
1,568 |
|
|
$ |
2,069 |
|
|
$ |
4,440 |
|
|
$ |
5,416 |
|
Cost of
revenues |
|
|
912 |
|
|
|
993 |
|
|
|
2,366 |
|
|
|
2,729 |
|
Gross profit |
|
|
656 |
|
|
|
1,076 |
|
|
|
2,074 |
|
|
|
2,687 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
1,217 |
|
|
|
1,239 |
|
|
|
4,982 |
|
|
|
4,205 |
|
Sales and marketing |
|
|
354 |
|
|
|
322 |
|
|
|
979 |
|
|
|
824 |
|
Impairment of goodwill |
|
|
- |
|
|
|
2,873 |
|
|
|
- |
|
|
|
2,873 |
|
Merger costs |
|
|
454 |
|
|
|
284 |
|
|
|
454 |
|
|
|
284 |
|
Total operating expenses |
|
|
2,025 |
|
|
|
4,718 |
|
|
|
6,415 |
|
|
|
8,186 |
|
Loss from operations |
|
|
(1,369 |
) |
|
|
(3,642 |
) |
|
|
(4,341 |
) |
|
|
(5,499 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(108 |
) |
|
|
(200 |
) |
|
|
(283 |
) |
|
|
(1,327 |
) |
Interest income |
|
|
- |
|
|
|
- |
|
|
|
4 |
|
|
|
- |
|
Change in fair value of acquisition note payable |
|
|
- |
|
|
|
5 |
|
|
|
4 |
|
|
|
12 |
|
Change in fair value of other derivatives |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
86 |
|
Change in fair value of warrant liability |
|
|
(19 |
) |
|
|
34 |
|
|
|
133 |
|
|
|
233 |
|
Change in fair value of siParadigm Earn-Out |
|
|
(1 |
) |
|
|
(982 |
) |
|
|
(66 |
) |
|
|
(982 |
) |
Other income (expense) |
|
|
146 |
|
|
|
- |
|
|
|
251 |
|
|
|
(11 |
) |
Total other income (expense) |
|
|
18 |
|
|
|
(1,143 |
) |
|
|
43 |
|
|
|
(1,989 |
) |
Loss from continuing operations before income
taxes |
|
|
(1,351 |
) |
|
|
(4,785 |
) |
|
|
(4,298 |
) |
|
|
(7,488 |
) |
Income tax expense
(benefit) |
|
|
2 |
|
|
|
- |
|
|
|
8 |
|
|
|
(512 |
) |
Loss from continuing operations |
|
|
(1,353 |
) |
|
|
(4,785 |
) |
|
|
(4,306 |
) |
|
|
(6,976 |
) |
Income from discontinuing operations |
|
|
- |
|
|
|
6,760 |
|
|
|
74 |
|
|
|
561 |
|
Net income (loss) |
|
|
(1,353 |
) |
|
|
1,975 |
|
|
|
(4,232 |
) |
|
|
(6,415 |
) |
Foreign currency translation
gain (loss) |
|
|
(29 |
) |
|
|
(120 |
) |
|
|
(82 |
) |
|
|
(161 |
) |
Comprehensive income (loss) |
|
$ |
(1,382 |
) |
|
$ |
1,855 |
|
|
$ |
(4,314 |
) |
|
$ |
(6,576 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per
share from continuing operations |
|
$ |
(0.58 |
) |
|
$ |
(2.38 |
) |
|
$ |
(1.96 |
) |
|
$ |
(3.77 |
) |
Basic and diluted net income
per share from discontinuing operations |
|
|
- |
|
|
|
3.36 |
|
|
|
0.03 |
|
|
|
0.30 |
|
Basic and diluted net income
(loss) per share |
|
$ |
(0.58 |
) |
|
$ |
0.98 |
|
|
$ |
(1.93 |
) |
|
$ |
(3.47 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
weighted-average shares outstanding |
|
|
2,328 |
|
|
|
2,014 |
|
|
|
2,193 |
|
|
|
1,850 |
|
Cancer Genetics, Inc. and
SubsidiariesCondensed Consolidated Statements of
Changes in Stockholders’ Equity (Unaudited)(in
thousands)
|
|
Three and Nine Months Ended September 30,
2020 |
|
|
|
|
|
|
|
|
|
Additional |
|
|
Accumulated Other |
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Accumulated |
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income (Loss) |
|
|
Deficit |
|
|
Total |
|
Balance,
January 1, 2020 |
|
|
2,104 |
|
|
$ |
- |
|
|
$ |
171,783 |
|
|
$ |
26 |
|
|
$ |
(164,424 |
) |
|
$ |
7,385 |
|
Stock based compensation—employees |
|
|
- |
|
|
|
- |
|
|
|
58 |
|
|
|
- |
|
|
|
- |
|
|
|
58 |
|
Issuance of common stock—VenturEast settlement |
|
|
3 |
|
|
|
- |
|
|
|
12 |
|
|
|
- |
|
|
|
- |
|
|
|
12 |
|
Unrealized gain on foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
104 |
|
|
|
- |
|
|
|
104 |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,179 |
) |
|
|
(1,179 |
) |
Balance,
March 31, 2020 |
|
|
2,107 |
|
|
|
- |
|
|
|
171,853 |
|
|
|
130 |
|
|
|
(165,603 |
) |
|
|
6,380 |
|
Stock based compensation—employees |
|
|
- |
|
|
|
- |
|
|
|
47 |
|
|
|
- |
|
|
|
- |
|
|
|
47 |
|
Fair value of common stock exchanged to settle Note Payable |
|
|
153 |
|
|
|
- |
|
|
|
531 |
|
|
|
- |
|
|
|
- |
|
|
|
531 |
|
Unrealized loss on foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(157 |
) |
|
|
- |
|
|
|
(157 |
) |
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,700 |
) |
|
|
(1,700 |
) |
Balance,
June 30, 2020 |
|
|
2,260 |
|
|
|
- |
|
|
|
172,431 |
|
|
|
(27 |
) |
|
|
(167,303 |
) |
|
|
5,101 |
|
Stock based compensation—employees |
|
|
- |
|
|
|
- |
|
|
|
39 |
|
|
|
- |
|
|
|
- |
|
|
|
39 |
|
Fair value of common stock exchanged to settle Note Payable |
|
|
246 |
|
|
|
- |
|
|
|
1,047 |
|
|
|
- |
|
|
|
- |
|
|
|
1,047 |
|
Unrealized loss on foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(29 |
) |
|
|
- |
|
|
|
(29 |
) |
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,353 |
) |
|
|
(1,353 |
) |
Balance,
September 30, 2020 |
|
|
2,506 |
|
|
$ |
- |
|
|
$ |
173,517 |
|
|
$ |
(56 |
) |
|
$ |
(168,656 |
) |
|
$ |
4,805 |
|
|
|
|
|
|
|
Three and Nine Months Ended September 30,
2019 |
|
|
|
|
|
|
|
|
|
Additional |
|
|
Accumulated Other |
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Accumulated |
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income (Loss) |
|
|
Deficit |
|
|
Total |
|
Balance, January 1,
2019 |
|
|
924 |
|
|
$ |
- |
|
|
$ |
164,458 |
|
|
$ |
60 |
|
|
$ |
(157,716 |
) |
|
$ |
6,802 |
|
Stock based compensation—employees |
|
|
- |
|
|
|
- |
|
|
|
158 |
|
|
|
- |
|
|
|
- |
|
|
|
158 |
|
Issuance of common stock - 2019 Offerings, net |
|
|
952 |
|
|
|
- |
|
|
|
5,412 |
|
|
|
- |
|
|
|
- |
|
|
|
5,412 |
|
Unrealized loss on foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(76 |
) |
|
|
- |
|
|
|
(76 |
) |
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(4,617 |
) |
|
|
(4,617 |
) |
Balance, March 31,
2019 |
|
|
1,876 |
|
|
|
- |
|
|
|
170,028 |
|
|
|
(16 |
) |
|
|
(162,333 |
) |
|
|
7,679 |
|
Stock based compensation—employees |
|
|
- |
|
|
|
- |
|
|
|
102 |
|
|
|
- |
|
|
|
- |
|
|
|
102 |
|
Issuance of common stock - Iliad conversions |
|
|
51 |
|
|
|
- |
|
|
|
350 |
|
|
|
- |
|
|
|
- |
|
|
|
350 |
|
Increase in fair value of embedded conversion option |
|
|
- |
|
|
|
- |
|
|
|
547 |
|
|
|
- |
|
|
|
- |
|
|
|
547 |
|
Unrealized gain on foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
35 |
|
|
|
- |
|
|
|
35 |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,773 |
) |
|
|
(3,773 |
) |
Balance, June 30,
2019 |
|
|
1,927 |
|
|
|
- |
|
|
|
171,027 |
|
|
|
19 |
|
|
|
(166,106 |
) |
|
|
4,940 |
|
Stock based compensation—employees |
|
|
- |
|
|
|
- |
|
|
|
57 |
|
|
|
- |
|
|
|
- |
|
|
|
57 |
|
Issuance of common stock - Iliad exchanges |
|
|
174 |
|
|
|
- |
|
|
|
612 |
|
|
|
- |
|
|
|
- |
|
|
|
612 |
|
Unrealized gain on foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(120 |
) |
|
|
- |
|
|
|
(120 |
) |
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,975 |
|
|
|
1,975 |
|
Balance, September 30,
2019 |
|
|
2,101 |
|
|
$ |
- |
|
|
$ |
171,696 |
|
|
$ |
(101 |
) |
|
$ |
(164,131 |
) |
|
$ |
7,464 |
|
Cancer Genetics, Inc. and
SubsidiariesCondensed Consolidated Statements of
Cash Flows (Unaudited)(in thousands)
|
|
Nine Months Ended September 30, |
|
|
|
2020 |
|
|
2019 |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(4,232 |
) |
|
$ |
(6,415 |
) |
Income from discontinuing operations |
|
|
(74 |
) |
|
|
(561 |
) |
Net loss from continuing operations |
|
|
(4,306 |
) |
|
|
(6,976 |
) |
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating
activities, continuing operations: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
130 |
|
|
|
53 |
|
Amortization |
|
|
332 |
|
|
|
328 |
|
Stock-based compensation |
|
|
152 |
|
|
|
226 |
|
Impairment of goodwill |
|
|
- |
|
|
|
2,873 |
|
Change in fair value of warrant liability, acquisition note payable
and other derivatives |
|
|
(137 |
) |
|
|
(331 |
) |
Amortization of operating lease right-of-use assets |
|
|
154 |
|
|
|
123 |
|
Change in fair value of siParadigm Earn-Out |
|
|
66 |
|
|
|
982 |
|
Amortization of discount on debt and debt issuance costs |
|
|
71 |
|
|
|
470 |
|
Loss on extinguishment of debt |
|
|
120 |
|
|
|
256 |
|
Interest added to Convertible Note |
|
|
- |
|
|
|
268 |
|
Changes in: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(72 |
) |
|
|
(36 |
) |
Other current assets |
|
|
(203 |
) |
|
|
(422 |
) |
Other non-current assets |
|
|
(3 |
) |
|
|
(2 |
) |
Accounts payable, accrued expenses and deferred revenue |
|
|
400 |
|
|
|
1,516 |
|
Due to Interpace Biosciences, Inc. |
|
|
421 |
|
|
|
- |
|
Obligations under operating leases |
|
|
(183 |
) |
|
|
(156 |
) |
Net cash used in operating activities, continuing
operations |
|
|
(3,058 |
) |
|
|
(828 |
) |
Net cash used in operating activities, discontinuing
operations |
|
|
(514 |
) |
|
|
(5,309 |
) |
Net cash used in operating activities |
|
|
(3,572 |
) |
|
|
(6,137 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of fixed assets |
|
|
(39 |
) |
|
|
(21 |
) |
Distribution from Joint Venture |
|
|
36 |
|
|
|
- |
|
Receipts from Excess Consideration Note |
|
|
888 |
|
|
|
- |
|
Net cash received in disposal of Clinical
Business |
|
|
885 |
|
|
|
(21 |
) |
Net cash received in disposal of BioPharma
Business |
|
|
78 |
|
|
|
3,044 |
|
Net cash provided by (used in) investing activities,
continuing operations |
|
|
963 |
|
|
|
3,023 |
|
Net cash provided by investing activities, discontinuing
operations |
|
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
(66 |
) |
|
|
(36 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
- |
|
|
|
5,412 |
|
Principal payments on obligations under finance leases |
|
|
(350 |
) |
|
|
- |
|
Proceeds from offerings of common stock, net of certain
offering costs |
|
|
(416 |
) |
|
|
5,376 |
|
Payments on Advance from NovellusDx, Ltd. |
|
|
- |
|
|
|
(115 |
) |
Net cash provided by (used in) financing activities,
continuing operations |
|
|
(416 |
) |
|
|
5,261 |
|
Net cash used in financing activities, discontinuing
operations |
|
|
(72 |
) |
|
|
(161 |
) |
Net cash provided by (used in) financing
activities |
|
|
(3,097 |
) |
|
|
1,986 |
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH |
|
|
|
|
|
|
|
|
Beginning |
|
|
4,230 |
|
|
|
511 |
|
Ending |
|
$ |
1,133 |
|
|
$ |
2,497 |
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED |
|
|
|
|
|
|
|
|
CASH TO THE CONSOLIDATED BALANCE SHEETS: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,133 |
|
|
$ |
2,147 |
|
Restricted cash |
|
|
- |
|
|
|
350 |
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH |
|
$ |
1,133 |
|
|
$ |
2,497 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW DISCLOSURE |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
11 |
|
|
$ |
1,185 |
|
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES |
|
|
|
|
|
|
|
|
Common stock issued in VentureEast settlement |
|
$ |
12 |
|
|
$ |
- |
|
Fair value of common stock exchanged to settle Note Payable |
|
|
1,578 |
|
|
|
- |
|
Right of use assets obtained through operating leases |
|
|
27 |
|
|
|
- |
|
Fixed assets obtained through finance leases |
|
|
17 |
|
|
|
145 |
|
Conversion of debt and accrued interest into common stock |
|
|
- |
|
|
|
350 |
|
Increase in fair value of conversion option |
|
|
|
|
|
|
547 |
|
Exchanges of principal on Convertible Note for common stock |
|
|
|
|
|
|
612 |
|
Disposal of Clinical
Business: |
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
- |
|
|
$ |
1,188 |
|
Accounts payable and accrued
expenses |
|
|
- |
|
|
|
(287 |
) |
Gain on disposal of Clinical
Business |
|
|
- |
|
|
|
1,222 |
|
Earn-Out from siParadigm |
|
|
- |
|
|
|
(2,269 |
) |
Advance from siParadigm, net
of repayments |
|
|
- |
|
|
|
974 |
|
Net cash received in disposal
of Clinical Business |
|
$ |
- |
|
|
$ |
828 |
|
Disposal of BioPharma
Business: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
- |
|
|
$ |
4,145 |
|
Other current assets |
|
|
- |
|
|
|
1,142 |
|
Fixed assets |
|
|
- |
|
|
|
2,998 |
|
Operating lease right-of-use
assets |
|
|
- |
|
|
|
1,969 |
|
Patents and other intangible
assets |
|
|
- |
|
|
|
42 |
|
Goodwill |
|
|
- |
|
|
|
10,106 |
|
Accounts payable and accrued
expenses |
|
|
- |
|
|
|
(6,351 |
) |
Obligations under operating
leases |
|
|
- |
|
|
|
(2,110 |
) |
Obligations under finance
leases |
|
|
- |
|
|
|
(451 |
) |
Deferred revenue |
|
|
- |
|
|
|
(1,046 |
) |
Line of credit |
|
|
- |
|
|
|
(2,665 |
) |
Term note |
|
|
- |
|
|
|
(6,000 |
) |
Gain on disposal of BioPharma
Business |
|
|
- |
|
|
|
7,274 |
|
Note receivable from IDXG |
|
|
- |
|
|
|
(6,795 |
) |
Net cash received in disposal
of BioPharma Business |
|
$ |
- |
|
|
$ |
2,258 |
|
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