Current Report Filing (8-k)
May 09 2019 - 9:01AM
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):
May 6, 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 [ ]
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. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
Cancer
Genetics, Inc. (the “Company”) and Iliad Research and Trading, L.P. (the “Lender”) entered into a second
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 Company anticipates to use the proceeds for general working
capital.
The
Agreement, among other things, (i) provides that the Lender will not demand payment or seek to redeem any portion of the Note
in cash until May 31, 2019 (the “Standstill”); and (ii) decreases the conversion price with respect to a $1,250,000
portion of the outstanding balance of the Note to $0.2273.
The
Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933 in connection with
the issuance and sale of the Note, as amended by the Agreement, and underlying shares of Common Stock.
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 Quarterly Report on Form 10-Q for the quarter ended
March 31, 2019.
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.
Item
3.02. Unregistered Sales of Equity Securities.
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:
May 9, 2019
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