Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
August 14 2019 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one):
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[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
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For
Period Ended: June 30, 2019
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[ ] Transition Report on Form 10-K
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[ ] Transition Report on Form 20-F
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[ ] Transition Report on Form 11-K
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[ ] Transition Report on Form 10-Q
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[
] Transition Report on Form N-SAR
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For
the Transition Period Ended:
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Cancer
Genetics, Inc.
Full
Name of Registrant
Not
Applicable
Former
Name if Applicable
201
Route 17 North, 2nd Floor
Address
of Principal Executive Office (
Street and Number
)
Rutherford,
NJ 07070
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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[X]
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Cancer
Genetics, Inc. (the “Company”) plans to file its Quarterly Report on Form 10-Q for the quarter ended June
30
, 2019
(the “10-Q”) with the Securities and Exchange Commission (“SEC”) as soon as practicable and within the
five calendar day period provided by Rule 12b-25 for delayed filings. The delay is due primarily to the recent asset sales described below.
On July 8, 2019, the Company
completed the sale of its clinical laboratory business (the “Clinical Business”) to siParadigm, LLC
(“siParadigm”). On July 15, 2019, the Company consummated a consensual private foreclosure sale of its biopharma
services business (the “BioPharma Business”) through Partners for Growth IV, L.P. to Interpace Diagnostics Group,
Inc. (“IDXG”).
As a result of these two
transactions, the Company has needed to dedicate significant resources, including its management’s attention, to
the negotiation and closing of these transactions as well as the post-closing transition services required under the terms of
both transactions. The transactions have also affected the reporting of results for the quarter, as the operations of the
BioPharma Business and the Clinical Business will be treated as discontinued operations in the 10-Q.
As
a result of the foregoing, the Company cannot, without unreasonable effort or expense, file the Form 10-Q on the original due
date. The Company anticipates that it will be able to file the Form 10-Q within the extension period provided under Rule 12b-25.
PART
IV — OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this notification:
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M.
Glenn Miles
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(201)
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528-9200
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). [X] Yes [ ] No
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The Company anticipates that, when filed, the
10-Q will reflect the results of operations of the BioPharma Business and the Clinical Business as discontinued operations, significantly
changing the presentation of the Company’s results. The Company is not yet able to provide a comparison of results to the
corresponding period of the last fiscal year at this time due to the ongoing analysis and review of the Company’s financial
statements.
Cancer
Genetics, Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
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August
14, 2019
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By:
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/s/
M. Glenn Miles
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M.
Glenn Miles
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Title:
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Chief
Financial Officer
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