Current Report Filing (8-k)
February 15 2019 - 5:17PM
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):
February 15, 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
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)
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 [X]
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. [X]
Item
1.01. Entry into a Material Definitive Agreement.
On
February 15, 2019, Cancer Genetics, Inc. (the “Company”) and Iliad Research and Trading, L.P. (the “Lender”)
entered into a Standstill Agreement (the “Agreement”), related to the Convertible Promissory Note dated July 17, 2018
in the original amount of $2,625,000 (the “Note”), which was previously sold and issued to the Lender pursuant to
the Securities Purchase Agreement dated July 17, 2018 between the Lender and the Company.
The
Agreement, among other things, (i) provides that the Lender will not seek to redeem any portion of the Note until March 10, 2019
(the “Standstill”); (ii) increases the outstanding balance of the Note by $138,765.41, representing a fee to the Lender
for such Standstill, and resulting in the Note having an agreed-upon outstanding balance as of February 15, 2019 of $2,914,073.63;
and (iii) allows the Company the option to elect that the Lender not seek to redeem any portion of the Note until April 15, 2019,
provided that upon such election the outstanding balance of the Note would increase by an additional $63,382.71.
The
foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the Agreement, which the Company expects to file as an exhibit to its Annual Report on Form 10-K for the year ending December
31, 2018.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above in Item 1.01 of this Report 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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President
and Chief Executive Officer
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Date:
February 15, 2019
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