Current Report Filing (8-k)
April 27 2018 - 9:28AM
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): April 26, 2018
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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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.
To
the extent required by this Item, the information set forth in Item 8.01 below is hereby incorporated by reference into this Item
1.01.
Item
2.01 Completion of Acquisition or Disposition of Assets.
To
the extent required by this Item, the information set forth in Item 8.01 below is hereby incorporated by reference into this Item
2.01.
Item
8.01 Other Events.
Sale
of BioServe Biotechnologies (India) Pvt. Ltd.
On
April 26, 2018, Cancer Genetics, Inc. (“CGIX” or the “Company”) entered into a share purchase agreement
(the “Purchase Agreement”) by and among CGIX, BioServe Biotechnologies (India) Pvt. Ltd., a subsidiary of CGIX (the
“India Subsidiary”) and Reprocell Incorporated (the “Purchaser”) pursuant to which the Company sold its
shares in its India Subsidiary to the Purchaser in an all cash transaction. The purchase price was $1.9 million, subject to downward
adjustment by up to $300,000, based on a formula set forth in the Purchase Agreement, if the India Subsidiary does not meet the
specified revenue target. Under the terms of the Purchase Agreement, CGIX received an upfront payment of $1.6 million and the
remaining $300,000 was placed in escrow. The sale closed on April 26, 2018.
A
copy of the Purchase Agreement is attached as Exhibit 10.1 hereto, and incorporated herein by reference. The above description
of the terms of the Purchase Agreement is qualified in their entirety by reference to the attached exhibit. A copy of the press
release issued in connection with the above transaction is included herein as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
As
described above, the following exhibit is furnished as part of this report:
Exhibit 10.1 – Share Purchase Agreement dated April 26, 2018 by and among BioServe Biotechnologies (India) Private Limited, Cancer Genetics, Inc. and Reprocell Incorporated.
Exhibit 99.1 – Press release, dated April 27, 2018.
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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Interim Chief Executive Officer, Chief Operating Officer and Executive Vice President, Finance
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Date:
April 27, 2018
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