Current Report Filing (8-k)
November 20 2020 - 5:27PM
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): November 17, 2020
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)
Registrant’s
telephone number, including area code: (201) 528-9200
N/A
(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:
[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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CGIX
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The
Nasdaq Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
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. [ ]
Item
1.01 Entry into a Definitive Material Agreement
As
previously reported, Cancer Genetics, Inc. (the “Company”) is party to the Securities Purchase Agreement, dated as
of May 19, 2016, between the Company and the purchasers signatory thereto (the “May 2016 Purchase Agreement”) and
the Securities Purchase Agreement, dated as of September 8, 2016, between the Company and the purchasers signatory thereto (the
“September 2016 Purchase Agreement” and, collectively with the May 2016 Purchase Agreement, the “Purchase Agreements”
and, each, a “Purchase Agreement”), pursuant to which the Company issued Common Stock purchase warrants of the Company
with an Exercisability Date of November 25, 2016 (the “May 2016 Warrants”) and Common Stock purchase warrants of the
Company with an Exercisability Date of March 14, 2017 (the “September 2016 Warrants” and, collectively with the May
2016 Warrants, the “Exchange Warrants”), respectively.
Amendment
to Purchase Agreements
On
November 20, 2020, the Company entered into Warrant Exchange and Amendment Agreements (the “Exchange Agreements”)
with certain holders of Exchange Warrants (the “Holders”). Pursuant to the Exchange Agreements, the Holders agreed
to amend each of the Purchase Agreements so that the Company will no longer be prohibited from effecting or agreeing to effect
any Variable Rate Transactions (as defined in the Purchase Agreements).
Warrant
Exchange
In addition, pursuant
to the Exchange Agreements, the Company offered the Holders the opportunity to exchange in full all of their Exchange Warrants
in exchange for 0.2 shares (the “Exchange Shares”) of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) for each share of Common Stock issuable upon exercise of an Exchange Warrant being exchanged.
Further, the Company agreed not to issue or agree to issue any Common Stock or Common
Stock equivalents for a period of five trading days from the effective date of the Exchange Agreements, subject to certain exceptions.
The Company expects to issue an aggregate of approximately 11,404 Exchange Shares pursuant to the Exchange Agreements.
The
description of terms and conditions of the Exchange Agreements set forth herein do not purport to be complete and are qualified
in their entirety by reference to the full text of the form of Exercise Agreement, which is attached hereto as Exhibit 10.1.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth under Item 1.01 above with respect to the Exchange Shares is incorporated herein by reference. The Exchange
Shares are being issued in a cashless exchange, exempt from registration pursuant to Section 3(a)(9) of the Securities Act of
1933, as amended.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of November
17, 2020, with the departure, on November 16, 2020, of M. Glenn Miles, the former Chief Financial Officer of the Company, John
A. Roberts, the current President and Chief Executive Officer of the Company began serving as the Principal Financial Officer
and Principal Accounting Officer of the Company. Mr. Roberts shall serve in such positions until his resignation or until a replacement
is appointed by the Board of Directors.
The information
required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K with respect to Mr. Roberts is set forth in the Company’s
Annual Report on Form 10-K filed on May 29, 2020.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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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Dated:
November 20, 2020
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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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Chief
Executive Officer
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