Current Report Filing (8-k)
July 18 2018 - 4:20PM
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):
July 17, 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):
[ ]
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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 [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
July 17, 2018, Cancer Genetics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)
pursuant to which the Company issued a convertible promissory note (the “Note”) to an institutional accredited investor
(the “Investor”) in the initial principal amount of $2,625,000. The Investor gave consideration of $2,500,000, reflecting
original issue discount of $100,000 and expenses payable by the Company of $25,000. The Company anticipates to use the proceeds
for general working capital.
The
Note is the general unsecured obligation of the Company and is subordinated in right of payment to the Amended and Restated Loan
and Security Agreement between the Company, certain of its wholly-owned subsidiaries and Silicon Valley Bank, dated March 22,
2017, as amended, and to the Loan and Security Agreement between the Company, certain of its wholly-owned subsidiaries and Partners
for Growth IV, L.P., dated March 22, 2017, as amended. Interest accrues on the outstanding balance of the Note at 10% per annum,
and the Note has an 18 month term. Upon the occurrence of an event of default, interest accrues at the lesser of 22% per annum
or the maximum rate permitted by applicable law. The Note contains customary default provisions, including provisions for potential
acceleration.
The
Investor may convert all or any part the outstanding balance of the Note into shares of common stock, par value $0.0001 per share,
of the Company (the “Common Stock”) at an initial conversion price of $0.80 per share (the “Conversion Price”),
at any time after the issue date upon five trading days’ notice, subject to certain adjustments and ownership limitations
specified in the Note. The Note provides for liquidated damages upon failure to deliver Common Stock within specified timeframes.
The
Investor may redeem any portion of the Note, at any time after six months from the issue date upon five trading days’ notice,
subject to a maximum monthly redemption amount of $650,000, with the Company having the option to pay such redemptions in cash,
in Common Stock, at the Conversion Price, or by a combination thereof, subject to certain conditions specified in the Note. The
Company may prepay the outstanding balance of the Note, in part or in full, at a 10% premium to par value if prior to the one
year anniversary of the date of issuance and at par if prepaid thereafter. At maturity, the Company may pay the outstanding balance
of the Note in cash, in Common Stock, or by a combination thereof, subject to certain conditions specified in the Note.
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 and underlying shares of Common Stock.
The
foregoing description is qualified in its entirety by reference to the full text of the Note and the Securities Purchase Agreement,
a copy of each of which is filed as Exhibit 4.1 and Exhibit 10.1 hereto, and each of which is 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
3.02. Unregistered Sales of Equity Securities.
The
information set forth above in Item 1.01 of this Report is incorporated herein by reference.
Item
7.01. Regulation FD.
On
July 18, 2018, the Company issued a press release announcing its entrance into the Agreement. A copy of the press release
is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for the purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such
a filing.
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 —
Convertible Promissory Note.
Exhibit
10.1 —
Securities Purchase Agreement.
Exhibit
99.1 —
Press Release,
dated July 18, 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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President
and Chief Executive Officer
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Date:
July 18, 2018
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