Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 08 2021 - 4:31PM
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): January 8, 2021
CANCER
GENETICS, INC.
(Exact
Name of Company 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)
Company’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 Company under
any of the following provisions (see General Instruction A.2. below):
[X]
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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 Company 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 [ ]
If
an emerging growth company, indicate by check mark if the Company 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. [ ]
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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Item
7.01 Regulation FD Disclosure.
On
January 8, 2021, Cancer Genetics, Inc. (the “Company” or “CGI”) used the slides and script attached hereto
as Exhibits 99.1 and 99.2, respectively, in connection with management presentations to describe its business and the pending
merger transaction (the “Merger”) with StemoniX, Inc. (“StemoniX”).
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, including Exhibits 99.1 and 99.2, 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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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January
8, 2021
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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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Cancer Genetics (NASDAQ:CGIX)
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