Item
8.01 Other Events.
Merger
Litigation
On
August 21, 2020, CGI entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with
StemoniX, Inc., a Minnesota corporation (“StemoniX”), and CGI Acquisition, Inc., a Minnesota corporation and wholly-owned
subsidiary of CGI (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the
Merger Agreement, including approval of the transaction by CGI’s stockholders and StemoniX’s shareholders, Merger
Sub will be merged with and into StemoniX, with StemoniX surviving the merger as a wholly-owned subsidiary of CGI (the “Merger”).
On
November 10, 2020, a purported stockholder of the Company filed a complaint against the Company, CGI Acquisition, Inc., the directors
of the Company and StemoniX in the District Court of Delaware, entitled, Jason Kauffman v. Cancer Genetics, Inc. et al. The complaint
(the “Kaufman Complaint”) alleges that the Company’s Registration Statement on Form S-4, as filed with the SEC
on October 16, 2020 related to the Merger (the “Registration Statement”), omitted to disclose certain material information
allegedly necessary to make statements made in the Registration Statement not misleading and/or false, in violation of Section
14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-9 promulgated
thereunder. The complaint seeks injunctive relief enjoining the Merger and costs, among other remedies.
On
November 13, 2020, a purported stockholder of the Company filed a complaint against the Company, the chief executive officer of
the Company and the directors of the Company in the United States District Court for the Southern District of New York, entitled,
Scott Sawin v. Cancer Genetics, Inc. et al. On November 19, 2020, a purported stockholder of the Company filed a complaint against
the Company and the directors of the Company in the United States District Court for the Southern District of New York, entitled,
Carlos Juan Pastrana v. Cancer Genetics, Inc. et al. On November 19, 2020, a purported stockholder of the Company filed a complaint
against the Company and the directors of the Company in the United States District Court for the District of New Jersey, entitled,
Joshua Dunn v. Cancer Genetics, Inc. et al. On November 23, 2020, a purported stockholder of the Company filed a complaint against
the Company and the directors of the Company in the United States District Court for the District of New Jersey, entitled, Matthew
Haller v. Cancer Genetics, Inc. et al. On November 25, 2020, a purported stockholder of the Company filed a complaint against
the Company and the directors of the Company in the United States District Court for the District of New Jersey, entitled, Steve
Prentiss v. Cancer Genetics, Inc. et al. On December 1, 2020, a purported stockholder of the Company filed a complaint against
the Company and the directors of the Company in the United States District Court for the Southern District of New York, entitled,
Virginia Weiderman v. Cancer Genetics, Inc. et al. Each of the foregoing six complaints allege facts and seek relief substantially
similar to the Kaufman Complaint.
The
Company believes that the claims asserted in the lawsuits described above are without merit and intends to vigorously defend the
Company, CGI Acquisition, Inc. and the director and officer defendants against these claims, as applicable, however, there can
be no assurance that the defendants will prevail in such lawsuits. The Company is not able to estimate any possible loss from
these litigations at this time. It is possible that additional lawsuits may be filed in connection with the proposed Merger with
StemoniX.