AND EXCHANGE COMMISSION
to Section 13 or 15(d) of
Securities Exchange Act of 1934
of Report (Date of earliest event reported): February 10,
CANCER GENETICS, INC.
name of registrant as specified in its charter)
or other jurisdiction of incorporation)
Employer Identification No.)
201 Route 17 North, 2nd Floor, Rutherford, NJ
of principal executive offices) (Zip Code)
telephone number, including area code: (201)
name or former address, if changed since last
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communication pursuant to Rule 14d-2(b) under the Exchange Act (17
communication pursuant to Rule 13e-4(c) under the Exchange Act (17
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
growth company [ ]
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.
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
Stock, par value $0.0001 per share
1.01 Entry into a Material Definitive Agreement.
February 10, 2021, Cancer Genetics, Inc. a Delaware corporation
(the “Company”), entered into a Securities Purchase
Agreement, dated February 10, 2021 (the “Securities Purchase
Agreement”), with certain institutional investors (the
“Purchasers”), pursuant to which the Company issued
and sold to the Purchasers an aggregate of 2,777,778 shares (the
“Shares”) of the Company’s common stock, $0.0001 par
value per share (“Common Stock”) in a registered
direct offering (the “Offering”) at an offering price
of $6.30 per Share for gross proceeds of approximately $17.5
net proceeds to the Company from the Offering are expected to be
approximately $15.8 million, after deducting placement agent fees
and expenses and estimated offering expenses payable by the
Company. The Company intends to use the net proceeds from the
offering for general corporate purposes, including working capital
and capital expenditures. The Offering closed on February 16,
Wainwright & Co., LLC (“Wainwright”) acted as the
exclusive placement agent for the Offering. Pursuant to an
Engagement Agreement (the “Engagement Agreement”)
dated September 18, 2020 between the Company and Wainwright, as
amended, the Company paid Wainwright a cash fee equal to 7% of the
gross proceeds of the Offering and a management fee equal to 1% of
the gross proceeds of the Offering, and paid Wainwright a
non-accountable expense allowance of $25,000, $50,000 for
out-of-pocket expenses for legal fees and other expenses and
$12,900 for the clearing expenses. Additionally, the Company issued
to Wainwright, or its designees, warrants to purchase up to an
aggregate of 166,667 shares of Common Stock, equal to 6.0% of the
aggregate number of Shares sold in the Offering (the
“Wainwright Warrants”). The Wainwright Warrants are
exercisable immediately, expire on February 10, 2026 and have an
exercise price of $6.93 per share (equal to 110% of the offering
price per Share).
Securities Purchase Agreement contains customary representations,
warranties and covenants by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Purchasers, other obligations of the parties and termination
provisions. The representations, warranties and covenants contained
in the Securities Purchase Agreement were made only for purposes of
such agreements and as of specific dates, were solely for the
benefit of the parties to such agreements, and may be subject to
limitations agreed upon by the contracting parties.
Wainwright Warrants, and the shares of Common Stock issuable upon
the exercise of the Wainwright Warrants have not been registered
under the Securities Act of 1933, as amended, and were offered
pursuant to the exemption from registration provided in Section
4(a)(2) under the Securities Act of 1933, as amended, and Rule
506(b) promulgated thereunder.
foregoing description of the material terms of the Securities
Purchase Agreement, the Engagement Agreement, and the Wainwright
Warrants is not complete and is qualified in its entirety by
reference to the full text of the Securities Purchase Agreement,
the Engagement Agreement, and the Wainwright Warrants, copies of
which are filed as Exhibits 10.1, 10.2, and 4.1, respectively, to
this Current Report on Form 8-K and are incorporated herein by
3.02 Unregistered Sales of Equity Securities.
information contained in Item 1.01 of this Current Report on Form
8-K related to the Wainwright Warrants and the shares of Common
Stock issuable upon the exercise of the Wainwright Warrants is
incorporated herein by reference.
8.01 Other Events.
February 10, 2021, the Company issued a press release announcing
the pricing of the Offering. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is
hereby incorporated by reference herein.
February 16, 2021, the Company issued press release announcing the
closing of the Offering. A copy of the press release is attached as
Exhibit 99.2 to this Current Report on Form 8-K and is hereby
incorporated by reference herein.
9.01 Financial Statements and Exhibits.
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.
February 16, 2021
John A. Roberts
and Chief Executive Officer