Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 4, 2021, Cancer Genetics, Inc. (the “Company” or “CGI”) received written notice from the Listing
Qualifications Staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it no longer complies with Nasdaq
Listing Rule 5620(a) due to the Company’s failure to hold an annual meeting of stockholders within twelve months of the
end of the Company’s fiscal year ended December 31, 2019 (the “Annual Meeting Requirement”). As previously announced,
on August 21, 2020, the Company entered into an Agreement and Plan of Merger and Reorganization (“Merger Agreement”)
with StemoniX, Inc. (“StemoniX”) for purposes of a proposed merger transaction (the “Merger”). On October
16, 2020, the Company filed a registration statement on Form S-4, which has not yet been declared effective by the Securities
and Exchange Commission (the “SEC”), that includes a proxy statement for purposes of seeking CGI stockholder approval
of the Merger and related matters and for purposes of holding an annual meeting of CGI stockholders, including the election of
directors.
Nasdaq’s
notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. Under Nasdaq Listing
Rule 5810(c)(2)(G), the Company has 45 calendar days from January 4, 2021, or February 18, 2021, to submit to Nasdaq a plan to
regain compliance with the Annual Meeting Requirement. If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension
of up to 180 calendar days from December 31, 2020, the date of the Company’s fiscal year end for its last fiscal year, or
June 29, 2021, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal
such decision to a Nasdaq hearings panel.
The
Company intends to submit to Nasdaq, within the requisite period, a plan to regain compliance with the Annual Meeting Requirement.
There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance
with the Annual Meeting Requirement or maintain compliance with any other Nasdaq requirement in the future.
Additional
Information about the Proposed Merger and Where to Find It
In
connection with the proposed merger between CGI and StemoniX, CGI has filed relevant materials with the SEC, including a registration
statement on Form S-4 that contains a proxy statement/prospectus/information statement. INVESTORS AND SECURITY HOLDERS OF CGI
AND STEMONIX ARE URGED TO READ THESE MATERIALS (AS WELL AS AMENDMENTS AND SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY
REFERENCE THEREIN) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CGI, STEMONIX AND THE PROPOSED
MERGER. The proxy statement/prospectus/information statement and other relevant materials (when they become available), and any
other documents filed by CGI with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed with the SEC by CGI by directing a written request to: Cancer
Genetics, Inc., c/o John A. Roberts, Chief Executive Officer, 201 Route 17 North 2nd Floor, Rutherford, NJ 07070. Investors and
security holders are urged to read the Registration Statement and the other relevant materials when they become available before
making any voting or investment decision with respect to the proposed merger.
This
report shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection
with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants
in the Solicitation
CGI
and its directors and executive officers and StemoniX and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of CGI in connection with the proposed transaction under the rules of the
SEC. Information about the directors and executive officers of CGI and their ownership of shares of CGI’s common stock is
set forth in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on May 29, 2020,
and in subsequent documents filed and to be filed with the SEC, including the Registration Statement referred to above. Additional
information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct
and indirect interests in the proposed merger, by security holdings or otherwise, are included in the Registration Statement and
other relevant materials to be filed with the SEC when they become available. These documents are available free of charge at
the SEC web site (www.sec.gov) and from the Chief Executive Officer at CGI at the address described above.
Forward-Looking
Statements
This
report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. CGI and StemoniX generally identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential”
or “continue” or the negative of these terms or other similar words. These statements are only predictions. CGI and
StemoniX have based these forward-looking statements largely on their then-current expectations and projections about future events
and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number
of risks and uncertainties, many of which involve factors or circumstances that are beyond each of CGI’s and StemoniX’s
control. CGI’s and StemoniX’s actual results could differ materially from those stated or implied in forward-looking
statements due to a number of factors, including but not limited to: (i) risks associated with CGI’s and StemoniX’s
ability to obtain the shareholder approval required to consummate the proposed merger transaction and the timing of the closing
of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected
timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings
that may be instituted against the parties and others related to the Merger Agreement relating to the merger; (iii) the occurrence
of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, (iv)
unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and
competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result
of the announcement and pendency of the proposed merger transaction; (v) volatility and uncertainty in the financial markets and
general economic conditions, which could have an adverse impact on CGI and/or StemoniX, and (vi) those risks detailed in CGI’s
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and subsequent reports filed with the SEC, as well as
other documents that may be filed by CGI from time to time with the SEC. Accordingly, you should not rely upon forward-looking
statements as predictions of future events. Neither CGI nor StemoniX can assure you that the events and circumstances reflected
in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in
the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date
on which the statements are made. Except as required by applicable law or regulation, CGI and StemoniX undertake no obligation
to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events.