Current Report Filing (8-k)
July 05 2018 - 5:00PM
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):
June 30, 2018
CANCER
GENETICS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-35817
|
|
04-3462475
|
(State
or Other
Jurisdiction of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
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.
On
June 30, 2018, Cancer Genetics, Inc. (the “Company”) and certain wholly-owned subsidiaries of the Company, as borrowers
or as guarantors, as applicable, entered into the Joinder and Modification No. 2 to Loan and Security Agreement (the “Modification”),
amending the Loan and Security Agreement, dated as of March 22, 2017, as amended by the Conditional Waiver and Modification No.
1 to Loan and Security Agreement (the “Waiver”) dated as of May 14, 2018, among the Company, certain of its wholly-owned
subsidiaries and Partners for Growth IV, L.P. (“PFG”) (as subsequently amended from time to time, the “Amended
Loan Agreement”).
The
Modification, among other things, adjusts certain financial covenants in the Amended Loan Agreement, including minimum adjusted
EBITDA, minimum revenue and minimum liquidity covenants, effects the joinder to the Amended Loan Agreement of vivoPharm Pty Ltd
and its wholly-owned subsidiaries, acquired by the Company in August 2017, and extends the Waiver’s deadline for the Company
to raise $2,500,000 from the sale of its equity securities or the issuance of subordinated debt from June 30, 2018 to July 16,
2018. The Amended Loan Agreement is an interest-only term loan in the principal amount of $6.0 million, bears interest at the
rate of 11.5% per annum and matures on March 22, 2020.
In
addition, as contemplated by the Waiver, on June 30, 2018, the Company entered into an Omnibus Warrant Amendment (the “Warrant
Amendment”), amending the warrants to purchase an aggregate of 443,262 shares of the Company’s common stock issued
to PFG and its designees on March 22, 2017 (the “PFG Warrants”). The Warrant Amendment reduces the exercise price
of the PFG Warrants to $0.92.
The
foregoing description of the Modification, the Warrant Amendment and the Amended Loan Agreement does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the Amendment and the Warrant Amendment, which are attached
as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference.
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
9.01. Financial Statements and Exhibits.
(d)
Exhibits
As
described above, the following exhibit is furnished as part of this report:
Exhibit
4.1 —
Omnibus Warrant Amendment to Warrant Issued to Lenders, dated as of June 30, 2018.
Exhibit
10.1 —
Joinder and Modification No. 2 to Loan and Security Agreement with Partners for Growth IV, L.P., dated as of June 30, 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.
|
CANCER GENETICS, INC.
|
|
|
|
|
By:
|
/s/
John A. Roberts
|
|
Name:
|
John
A. Roberts
|
|
Title:
|
President
and Chief Executive Officer
|
|
|
|
Date:
July 5, 2018
|
|
|
Cancer Genetics (NASDAQ:CGIX)
Historical Stock Chart
From Jul 2024 to Aug 2024
Cancer Genetics (NASDAQ:CGIX)
Historical Stock Chart
From Aug 2023 to Aug 2024