Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-239497
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated July 21, 2020)
2,777,778
Shares
Common
Stock
We
are offering 2,777,778 shares of our common stock, $0.0001 par value per share, pursuant to this prospectus supplement and the
accompanying prospectus. The shares of common stock are being sold directly to certain institutional investors pursuant
to this prospectus supplement and the accompanying prospectus and a securities purchase agreement dated February 10, 2021. The
2,777,778 shares of common stock are being sold at a purchase price of $6.30 per share.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “CGIX.” On February 10, 2021, the last reported
sale price of our common stock as reported on the Nasdaq Capital Market was $8.60 per share.
We
have retained H.C. Wainwright & Co., LLC to act as our exclusive placement agent (“placement agent”) in connection
with the shares of common stock offered by this prospectus supplement. The placement agent has agreed to use its reasonable best
efforts to arrange for the sale of the common stock offered by this prospectus supplement. The placement agent is not purchasing
or selling any of the shares of common stock we are offering and the placement agent is not required to arrange the purchase or
sale of any specific number of shares or dollar amount. We have agreed to pay to the placement agent the placement agent fees
set forth in the table below, which assumes that we sell all of the common stock offered by this prospectus supplement. See “Plan
of Distribution” on page S-8 of this prospectus supplement for more information regarding these arrangements.
As of February 10,
2021, the aggregate market value of our outstanding common stock held by non-affiliates was $66,312,570, based on 7,784,580 shares
of our common stock outstanding on February 10, 2021, of which 7,710,764 shares were held by non-affiliates, and a price of $8.60
per share, the closing price of our common stock on February 10, 2021. During the 12 calendar months prior to and including the
date of this prospectus supplement (excluding this offering), we have sold $4,437,735 worth of securities pursuant to General
Instruction I.B.6 of Form S-3.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus
supplement and page 3 of the accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
There
is no arrangement for funds to be received in escrow, trust or similar arrangement.
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Per Share
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Total
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Offering price
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$
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6.300
|
|
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$
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17,500,001
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Placement agent’s fees(1)
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$
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0.441
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$
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1,225,000
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Proceeds, before expenses, to us
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$
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5.859
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$
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16,275,001
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(1)
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We
have agreed to pay the placement agent a placement agent fee in an amount equal to 7.0% of the aggregate gross proceeds
in this offering. In addition, we have agreed to pay the placement agent a management fee equal to 1.0% of the gross proceeds
of this offering, reimburse the placement agent for certain offering-related expenses, and to issue the placement agent
or its designees warrants to purchase a number of shares of common stock equal to 6.0% of the shares of common stock
sold in this offering, or 166,667 shares. See “Plan of Distribution.”
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Delivery
of the shares of common stock is expected to be made on or about February 16, 2021, subject to customary closing conditions.
H.C.
Wainwright & Co.
The
date of this prospectus supplement is February 10, 2021.
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
PROSPECTUS
No
dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus
supplement or the accompanying prospectus. You must not rely on any unauthorized information or representations. This prospectus
supplement and the accompanying prospectus are an offer to sell only the securities offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the accompanying
prospectus is current only as of their respective dates.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securities
and Exchange Commission utilizing a “shelf” registration process. This document is in two parts. The first part is
this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained
in the accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus,
provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document
combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information
contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus
supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents
is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference
in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
You
should rely only on the information contained in this prospectus supplement or the accompanying prospectus, or incorporated by
reference herein. We have not authorized, and the placement agent has not authorized, anyone to provide you with information that
is different. The information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference
herein or therein is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement
and the accompanying prospectus or of any sale of our common stock. It is important for you to read and consider all information
contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein
and therein, in making your investment decision. You should also read and consider the information in the documents to which we
have referred you in the sections entitled “Where you can find more information” and “Incorporation of certain
information by reference” in this prospectus supplement and in the accompanying prospectus, respectively.
We
are offering to sell, and seeking offers to buy, the securities offered by this prospectus supplement only in jurisdictions where
offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering
of the securities offered by this prospectus supplement in certain jurisdictions may be restricted by law. Persons outside the
United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about,
and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement
and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute,
and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this
prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person
to make such an offer or solicitation.
All
references in this prospectus supplement and the accompanying prospectus to “Cancer Genetics,” “CGI,”
the “Company,” “we,” “us,” “our,” or similar references refer Cancer Genetics,
Inc., a Delaware corporation, and its subsidiaries taken as a whole, except where the context otherwise requires or as otherwise
indicated.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus supplement,
in the accompanying prospectus and in the documents incorporated by reference herein and therein. This summary is not complete
and does not contain all the information you should consider before investing in our securities pursuant to this prospectus supplement
and the accompanying prospectus. Before making an investment decision, to fully understand this offering and its consequences
to you, you should carefully read this entire prospectus supplement and the accompanying prospectus, including “Risk Factors,”
the financial statements, and related notes, and the other information incorporated by reference herein and therein.
Overview
Cancer
Genetics, Inc. supports the efforts of the biotechnology and pharmaceutical industries to develop innovative new drug therapies.
Following the Business Disposals (as defined below), the Company currently has an extensive set of anti-tumor referenced data
based on predictive xenograft and syngeneic tumor models from the acquisition of vivoPharm, Pty Ltd. (“vivoPharm”)
in 2017, to provide Discovery Services such as contract research services, focused primarily on unique specialized studies to
guide drug discovery and development programs in the oncology and immuno-oncology fields. vivoPharm is a contract research
organization (“CRO”) that specializes in planning and conducting unique, specialized studies to guide drug discovery
and development programs with a concentration in oncology and immuno-oncology. These studies range from early compound selection
to developing comprehensive sets of in vitro and in vivo data, as needed for FDA Investigational New Drug (“IND”)
applications.
The
Company offers preclinical services such as predictive tumor models, human orthotopic xenografts and syngeneic immuno-oncology
relevant tumor models in its Hershey, PA facility, and is a leader in the field of immuno-oncology preclinical services in the
United States. This service is supplemented with GLP toxicology and extended bioanalytical services in the Company’s Australian-based
facilities in Clayton, Victoria, and Gilles Plains, South Australia.
Corporate
Information
The
Company was incorporated in the State of Delaware on April 8, 1999. On July 16, 2014, the Company purchased substantially all
of the assets of Gentris Corporation, a laboratory specializing in pharmacogenomics profiling for therapeutic development, companion
diagnostics and clinical trials. On October 9, 2015, the Company acquired substantially all the assets and assumed certain liabilities
of Response Genetics, Inc.
On
August 18, 2014 the Company acquired BioServe Biotechnologies (India) Pvt. Ltd. (“BioServe”). On April 26, 2018, the
Company sold BioServe to Reprocell, Inc.
On
August 15, 2017, the Company purchased all of the outstanding stock of vivoPharm, with its principal place of business
in Victoria, Australia.
On
July 5, 2019, the Company entered into an asset purchase agreement with siParadigm, LLC, pursuant to which the Company sold to
siParadigm certain assets associated with the Company’s clinical laboratory business and agreed to cease operating the Clinical
Business (the “Clinical Business Disposal”). On July 15, 2019, the Company entered into commercial agreements with
the Company’s senior lenders to divest all of the assets relating to the BioPharma Business (the “BioPharma Business
Disposal” and, together with the Clinical Business Disposal, the “Business Disposals”), in satisfaction of all
of the Company’s senior debt.
The
Company’s principal executive offices are located at 201 Route 17 North, 2nd Floor, Rutherford, New Jersey 07070. The Company’s
telephone number is (201) 528-9200 and the corporate website address is www.cancergenetics.com. The Company included the website
address in this prospectus only as an inactive textual reference and does not intend it to be an active link to the Company website.
The information on the website is not incorporated by reference in this prospectus.
The
Company’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments
to those reports, as well as other documents the Company files with the U.S. Securities and Exchange Commission (“SEC”),
such as the Company’s registration statement on Form S-4 (File No. 333-249513) filed on October 16, 2020, as amended on
February 8, 2021 (the “Form S-4”), are available free of charge through the Investors section of the Company website
as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The public can obtain
documents that the Company files with the SEC at www.sec.gov.
THE
OFFERING
Issuer
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Cancer
Genetics, Inc.
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Securities
offered by us in this offering
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2,777,778
shares of our common stock, par value $0.0001 per share
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|
|
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Offering
price
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$6.30
per share of common stock
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Common
stock outstanding immediately before this offering
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7,784,580
shares
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Common
stock outstanding immediately after this offering
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10,562,358
shares (assuming the sale of all shares covered by this prospectus supplement).
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Use
of proceeds
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We
intend to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures.
See “Use of Proceeds.”
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Risk
factors
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Investing
in our common stock involves a high degree of risk. You should carefully read and consider the information beginning on page
S-3 of this prospectus supplement and page 3 of the accompanying prospectus set forth under the headings “Risk Factors”
and all other information set forth in this prospectus supplement, the accompanying prospectus, and the documents incorporated
herein and therein by reference before deciding to invest in our common stock.
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Nasdaq
Capital Market symbol for common stock
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“CGIX”
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The
number of shares of common stock to be outstanding immediately after this offering is based on 7,784,580 shares of our common
stock outstanding as of February 10, 2021, and excludes, as of such date:
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55,907
shares issuable upon exercise of outstanding stock options at a weighted-average exercise price of $45.92 per share;
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●
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2,435,847
shares issuable upon exercise of outstanding warrants at
a weighted-average exercise price of $6.68 per share;
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●
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39,440
shares available for future grants under our 2011 Equity Incentive Plan, or the 2011 Plan; and
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●
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166,667
additional shares of common stock issuable upon the exercise of the placement agent’s
warrants, with an exercise price of $6.93 to be issued to the placement agent in connection
with this offering.
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RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully
the risks and uncertainties described below, together with the other information in this prospectus supplement, the accompanying
prospectus, the information and documents incorporated by reference, and in any free writing prospectus that we have authorized
for use in connection with this offering. You should also consider the risks, uncertainties and assumptions discussed under the
heading “Risk Factors” included in our most recent annual report on Form 10-K, the subsequent quarterly reports on
Form 10-Q, the Form S-4 filed on October 16, 2020, as amended on February 8, 2021 and other reports that we file with the SEC
which are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the future. There may be other unknown or unpredictable economic, business,
competitive, regulatory or other factors that could have material adverse effects on our future results. If any of these risks
actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This
could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also
read carefully the section above titled “Forward-Looking Statements.”
Risks
Related to this Offering
The
price of our common stock has been and could remain volatile, including recently, and the market price of our common stock may
decrease.
The
market price of our common stock has historically experienced and may continue to experience significant volatility. From January
2015 through February 10, 2021, the market price of the Company’s common stock has fluctuated from a high of $382.50 per
share in the third quarter of 2015, to a low of $1.92 per share in the first quarter of 2020. More recently, on February 5, 2021,
the closing price of our common stock on the Nasdaq Capital Market was $3.96 per share, and on February 10, 2021 the price was
$8.60 per share. Market prices for securities of life sciences companies have historically been particularly volatile. The factors
that may cause the market price of our common stock to fluctuate include, but are not limited to:
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any
changes to our pending merger with StemoniX, Inc., including the closing thereof;
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progress,
or lack of progress, in developing and commercializing our services;
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favorable
or unfavorable decisions about our services from government regulators, insurance companies or other third-party payors;
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our
ability to recruit and retain qualified regulatory and research and development personnel;
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changes
in investors’ and securities analysts’ perception of the business risks and conditions of our business;
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changes
in our relationship with key collaborators;
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changes
in the market valuation or earnings of our competitors or companies viewed as similar to us;
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changes
in key personnel;
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depth
of the trading market in our common stock;
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changes
in our capital structure, such as future issuances of securities or the incurrence of additional debt;
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the
granting or exercise of employee stock options or other equity awards;
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realization
of any of the risks described under this section titled “Risk Factors”; and
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general
market and economic conditions.
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In
addition, the equity markets have experienced significant price and volume fluctuations that have affected the market prices for
the securities of newly public companies for a number of reasons, including reasons that may be unrelated to our business or operating
performance. These broad market fluctuations may result in a material decline in the market price of our common stock and you
may not be able to sell your shares at prices you deem acceptable. In the past, following periods of volatility in the equity
markets, securities class action lawsuits have been instituted against public companies. Such litigation, if instituted against
us, could result in substantial cost and the diversion of management attention.
Management
will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.
We
currently intend to use the net proceeds from this offering for general corporate purposes, including working capital and capital
expenditures. We have not allocated specific amounts of the net proceeds from this offering for any specific purposes. Accordingly,
our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds
in ways that do not improve our results of operations or enhance the value of our common stock. You will be relying on the judgment
of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment
decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested
in a way that does not yield a favorable, or any, return for us. Our failure to apply these funds effectively could have a material
adverse effect on our business and cause the price of our common stock to decline.
If
you purchase our common stock sold in this offering you will experience immediate dilution in your investment as a result of this
offering.
Because the price per share of common stock
being offered in this offering may be higher than the net tangible book value per share of our common stock prior to this offering,
you will experience dilution to the extent of the difference between the offering price per share of common stock you pay in this
offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.
Net tangible book value (deficit) per share is equal to our total tangible assets minus total liabilities, all divided by the
number of shares of common stock outstanding. See “Dilution” on page S-8 for a more detailed discussion of the dilution
you will incur in this offering.
A
substantial number of shares of our common stock may be sold in this offering, which could cause the price of our common stock
to decline.
In
this offering we will sell 2,777,778 shares of common stock, which represents approximately 26% of our outstanding common stock
as of February 10, 2021 after giving effect to the sale of the shares of common stock. This sale and any future sales of a substantial
number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect
the price of our common stock on the Nasdaq Capital Market. We cannot predict the effect, if any, that market sales of those shares
of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.
Because
we do not expect to pay cash dividends for the foreseeable future, you must rely on appreciation of our common stock price for
any return on your investment. Even if we change that policy, we may be restricted from paying dividends on our common stock.
We
do not intend to pay cash dividends on shares of our common stock for the foreseeable future. Our loan agreements prohibit us
from paying cash dividends on our common stock and the terms of any future loan agreement we enter into or any debt securities
we may issue are likely to contain similar restrictions on the payment of dividends. Subject to the foregoing, any determination
to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations,
financial performance, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors
deems relevant. Accordingly, you will have to rely on capital appreciation, if any, to earn a return on your investment in our
common stock.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement and the accompanying prospectus and the information incorporated by reference herein and therein contain
“forward-looking statements,” which include information relating to future events, future financial performance, strategies,
expectations, competitive environment and regulation. Words such as “may,” “should,” “could,”
“would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes,” “estimates,” and similar
expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not
be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance
or results will be achieved. Forward-looking statements are based on information we have when those statements are made or our
management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties
that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. Important factors that could cause such differences include, but are not limited to:
●
the expected benefits of, and potential value, including synergies, created by, the proposed “Merger” transaction
between the Company and StemoniX, Inc. (“StemoniX”) for the stockholders of CGI;
●
likelihood of the satisfaction of certain conditions to the completion of the Merger, and whether and when the Merger will be
consummated;
●
CGI’s ability to control and correctly estimate its operating expenses and its expenses associated with the Merger;
●
the Company’s ability to adapt its business for future developments in light of the global outbreak of COVID-19, which continues
to rapidly evolve;
●
the Company’s ability to achieve profitability by increasing sales of the Company’s preclinical CRO services focused
on oncology and immuno-oncology;
●
the Company’s ability to raise additional capital to meet its liquidity needs;
●
the Company’s ability to execute on its marketing and sales strategy for its preclinical research services and gain acceptance
of its services in the market;
●
the Company’s ability to keep pace with rapidly advancing market and scientific developments;
●
the Company’s ability to satisfy U.S. (including FDA) and international regulatory requirements with respect to its services;
●
the Company’s ability to maintain its present customer base and obtain new customers;
●
competition from preclinical CRO services companies, many of which are much larger than the Company in terms of employee base,
revenues and overall number of customers and related market share;
●
the Company’s ability to maintain the Company’s clinical and research collaborations and enter into new collaboration
agreements with highly regarded organizations in the field of oncology so that, among other things, the Company has access to
thought leaders in advanced preclinical and translational science;
●
potential product liability or intellectual property infringement claims;
●
the Company’s dependency on third-party manufacturers to supply it with instruments and specialized supplies;
●
the Company’s ability to attract and retain a sufficient number of scientists, clinicians, sales personnel and other key
personnel with extensive experience in oncology and immuno-oncology, who are in short supply;
●
the Company’s ability to obtain or maintain patents or other appropriate protection for the intellectual property in its
proprietary tests and services;
●
the Company’s ability to effectively manage its international businesses in Australia and Europe, including the expansion
of its customer base and volume of new contracts in these markets;
●
the Company’s dependency on the intellectual property licensed to the Company or possessed by third parties;
●
the Company’s ability to adequately support future growth; and
●
other risks and uncertainties discussed in the Company’s Form S-4 filed on October 16, 2020, as amended on February 8, 2021,
and annual report on Form 10-K for the year ended December 31, 2019, as updated in our Form 10-Q for the quarter ended September
30, 2020 and other reports, as applicable, the Company files with the Securities and Exchange Commission, which are incorporated
by reference in this prospectus and the accompanying prospectus.
You
should review carefully the section entitled “Risk Factors” beginning on page S-3 of this prospectus supplement for
a discussion of these and other risks that relate to our business and investing in our securities. The forward-looking statements
contained or incorporated by reference in this prospectus supplement are expressly qualified in their entirety by this cautionary
statement. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances
after the date on which any such statement is made or to reflect the occurrence of unanticipated events.
USE
OF PROCEEDS
We
estimate that the net proceeds from our sale of common stock in this offering, after deducting Placement Agent fees and estimated
offering expenses payable by us, will be approximately $15.8 million.
We
intend to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures.
The
expected use of net proceeds of this offering represents our current intentions based upon our present plan and business conditions.
Investors are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment
of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and
timing of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations,
the amount of competition we face and other operational factors. We may find it necessary or advisable to use portions of the
proceeds from this offering for other purposes.
From
time to time, we evaluate these and other factors and we anticipate continuing to make such evaluations to determine if the existing
allocation of resources, including the proceeds of this offering, is being optimized. Circumstances that may give rise to a change
in the use of proceeds include:
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a
change in development plan or strategy;
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the
addition of new products or applications;
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technical
delays;
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failure
to achieve sales as anticipated; and
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the
availability of other sources of cash including cash flow from operations and new bank debt financing arrangements, if any.
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Until
we use the net proceeds of this offering, we intend to hold such funds in cash or invest the funds in short-term, investment grade,
interest-bearing securities.
DIVIDEND
POLICY
In
the past, we have not declared or paid cash dividends on our common stock. We do not intend to pay cash dividends in the future,
rather, we intend to retain future earnings, if any, to fund the operation and expansion of our business and for general corporate
purposes.
DILUTION
If
you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the offering
price per share you will pay in this offering and the pro forma as adjusted net tangible book value per share of our common
stock after this offering. Net tangible book value per share represents our total tangible assets less total liabilities, divided
by the number of shares of our common stock outstanding.
As
of September 30, 2020, our historical net tangible book value (deficit) was approximately $(848,000), or $(0.34) per share
of common stock.
Our pro forma
net tangible book value as of September 30, 2020, was approximately $14,316,000, or approximately $1.84 per share,
on a pro forma basis to give effect to (i) the sale of 1,568,182 shares of common stock in an offering that closed
on November 2, 2020, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us,
(ii) the sale to date of an aggregate of 250,000 shares of common stock pursuant to our At The Market Offering Agreement, dated
December 2, 2020 with H.C. Wainwright & Co., LLC, (iii) the sale on February 1, 2021 of 2,758,624 shares of common
stock in a private placement transaction, after deducting the placement agent’s fees and estimated offering expenses payable
by us and (iv) the issuance of 689,656 shares of common stock on February 10, 2021 upon the cash exercise of certain warrants
that were issued on February 1, 2021 (collectively, the “Pre-Offering Adjustments”).
After giving further
effect to our issuance and sale of 2,777,778 shares of common stock in this offering at the offering price of $6.30 per share,
after deducting the placement agent’s fees and estimated offering expenses payable by us, the pro forma as adjusted net
tangible book value as of September 30, 2020 would have been approximately $30,118,000, or $2.85 per share. This
represents an immediate increase in pro forma net tangible book value to existing stockholders of $1.01 per share
and an immediate dilution to new investors purchasing securities in this offering of $3.45 per share.
The
following table illustrates this per share dilution:
Offering price per share
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$
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6.30
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Historical net tangible book value (deficit) per share of as September 30, 2020
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$
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(0.34
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)
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Increase in historical net tangible book value per share(1)
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$
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2.18
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|
|
Pro forma net tangible book value (deficit)
per share as of September 30, 2020
|
|
$
|
1.84
|
|
|
|
|
|
Increase in pro forma net tangible book value per share attributable to this offering
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma as adjusted net tangible book value (deficit) per share as of September 30, 2020, after giving effect to this offering
|
|
|
|
|
|
$
|
2.85
|
|
|
|
|
|
|
|
|
|
|
Dilution per share to new investors purchasing our common stock in this offering
|
|
|
|
|
|
$
|
3.45
|
|
(1) Increase in historical net tangible
book value per share attributable to the issuance of an aggregate of 5,266,462 shares of common stock for aggregate net proceeds
of approximately $15,164,000 from the Pre-Offering Adjustments.
The
above discussion and tables are based on 2,507,155 shares of common stock outstanding as of September 30, 2020 and excludes the
following:
●
279,289 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $104.38
per share;
●
70,795 shares of common stock issuable upon the exercise of outstanding stock options issued pursuant to our Incentive Plans at
a weighted average exercise price of $83.90 per share;
●
24,552 shares of common stock reserved for future issuance under our Incentive Plan; and
●
166,667 additional shares of common stock issuable upon the exercise of the placement agent’s warrants, with an exercise
price of $6.93 to be issued to the placement agent in connection with this offering.
To
the extent that outstanding options or warrants are exercised, the investors purchasing our common stock in this offering will
experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations
even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is
raised through the sale of securities, the issuance of these securities could result in further dilution to our stockholders.
PLAN
OF DISTRIBUTION
Pursuant
to an engagement agreement dated September 18, 2020, as amended on January 27, 2021, we have engaged H.C. Wainwright & Co.,
LLC, or the placement agent, to act as our exclusive placement agent in connection with this offering of common stock and pursuant
to this prospectus supplement and accompanying prospectus. Under the terms of the engagement agreement, the placement agent has
agreed to be our exclusive placement agent, on a reasonable best efforts basis, in connection with the issuance and sale by us
of our shares of common stock in this takedown from our shelf registration statement.
The
terms of this offering are subject to market conditions and negotiations between us, the placement agent and prospective investors.
The engagement agreement does not give rise to any commitment by the placement agent to purchase any of the shares offered hereby,
and the placement agent will have no authority to bind us by virtue of the engagement agreement. Further, the placement agent
does not guarantee that it will be able to raise new capital in any prospective offering. The placement agent may engage sub-agents
or selected dealers to assist with the offering.
We
have entered into a securities purchase agreement, dated February 10, 2021, directly with certain institutional investors
in connection with this offering, and we will only sell to investors who have entered into the securities purchase agreement.
We
will deliver the shares of common stock being issued to the investors electronically upon receipt of investor funds for the purchase
of the shares of our common stock offered pursuant to this prospectus supplement. We expect to deliver the shares of our common
stock being offered pursuant to this prospectus supplement on or about February 16, 2021.
The
following table shows the per share and total placement agent fees we will pay in connection with the sale of the shares in this
offering, reflecting the purchase of all of the securities we are offering.
|
|
Per Share
|
|
|
Total
|
|
Offering price
|
|
$
|
6.300
|
|
|
$
|
17,500,001
|
|
Placement agent’s fees
|
|
$
|
0.441
|
|
|
$
|
1,225,000
|
|
Proceeds, before expenses, to us
|
|
$
|
5.859
|
|
|
$
|
16,275,001
|
|
We have agreed to pay
the placement agent (i) a cash fee equal to 7.0% of the gross proceeds of this offering, (ii) a management fee equal to 1% of
the gross proceeds of this offering, (iii) $25,000 for non-accountable expenses, (iv) up to $50,000 for the placement
agent’s out-of-pocket expenses for legal fees and other expenses, and (v) $12,900 for the clearing expenses of the
placement agent in connection with this offering.
In
addition, we have agreed to issue to the placement agent warrants to purchase up to 6.0% of the aggregate number of shares of
common stock sold in this offering, or 166,667 shares. The placement agent warrants will have a term of 5 years from the effective
date of this offering and an exercise price per share equal to 110% of the per share purchase price of the shares sold to the
investors in this offering, or $6.93 per share.
We
estimate the total expenses payable by us for this offering, other than the items paid to the placement agent referred to above,
to be approximately $210,000.
We
have also granted the placement agent a twelve-month right of first refusal to act as sole book-running manager, sole underwriter
or sole placement agent for each and every future public or private equity offering by us or any of our successors or subsidiaries,
under certain circumstances.
We
have agreed to indemnify the placement agent and specified other persons against some civil liabilities, including liabilities
under the Securities Act and the Exchange Act, and to contribute to payments that the placement agent may be required to make
in respect of such liabilities.
The
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to
be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to
comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the
Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases
and sales of shares of common stock by the placement agent acting as principal. Under these rules and regulations, the placement
agent:
|
●
|
May
not engage in any stabilization activity in connection with our securities; and
|
|
●
|
May
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than
as permitted under the Exchange Act, until it has completed its participation in the distribution.
|
Our
common stock is listed on the Nasdaq Capital Market under the symbol “CGIX.”
The placement agent acted as our exclusive
underwriter for the bought deal offering we consummated in November 2020, exclusive placement agent in connection with our November
2020 warrant exchange, and as our exclusive sales agent in connection with our December 2020 at the market offering, for which
it received compensation. From time to time, the placement agent may provide in the future, various advisory, investment and commercial
banking and other services to us in the ordinary course of business, for which it may receive customary fees and commissions.
Except as disclosed in this prospectus supplement, we have no present arrangements with the placement agent for any services.
LEGAL
MATTERS
The
validity of the shares of common stock offered by this prospectus supplement has been passed upon for us by Lowenstein Sandler
LLP, Roseland, New Jersey. Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel for the placement agent
in connection with the shares of common stock offered hereby.
EXPERTS
The
consolidated financial statements of Cancer Genetics, Inc. and subsidiaries as of December 31, 2019 and for the year ended December
31, 2019 have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report which is
incorporated by reference herein, (which report includes an explanatory paragraph as to the Company’s ability to continue
as a going concern and a paragraph regarding other matters including 1) the audit of the restatement for discontinued operations,
2) a reverse stock-split and 3) change in accounting principle). Such financial statements have been incorporated by reference
herein in reliance on the report of such firm, given upon their authority as experts in auditing and accounting.
The
consolidated financial statements as of December 31, 2018 and for the year then ended have been audited by RSM US LLP, an independent
registered public accounting firm, as stated in their report thereon (which report expresses an unqualified opinion on the financial
statements, except for effects of the adjustments, if any, as might have been determined to be necessary had they been engaged
to audit the Company’s restatement for discontinued operations and a reverse stock-split and emphasis of matter paragraphs
stating 1) they were not engaged to audit the restatement for discontinued operations and a reverse stock-split, 2) for substantial
doubt about the Company’s ability to continue as a going concern and 3) change in accounting principle), incorporated herein
by reference, and have been incorporated in this prospectus supplement in reliance upon such report and upon the authority of
such firm as experts in accounting and auditing.
The
financial statements of StemoniX, Inc. as of and for the years ended December 31, 2019 and December 31, 2018, incorporated
in this Prospectus by reference from Cancer Genetics’ Registration Statement on Form S-4, have been audited by Deloitte
& Touche LLP, an independent registered public accounting firm, as stated in their report incorporated by reference herein
(which report expresses an unqualified opinion on the financial statements and includes explanatory paragraphs referring to substantial
doubt regarding StemoniX, Inc.’s ability to continue as a going concern and a change in accounting principle related to
the adoption of Accounting Standards Update 2016-02, Leases (Topic 842)). Such financial statements have been so incorporated
by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual reports, quarterly reports, current reports, proxy statements and other information with the SEC. Our SEC filings
are and will become available to the public over the Internet at the SEC’s website at www.sec.gov. You can also find our
public filings on our website at www.cuebiopharma.com. Our website and the information contained therein or connected thereto
are not part of this prospectus supplement or the accompanying prospectus.
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of common stock
being offered by this prospectus supplement. This prospectus supplement and the accompanying prospectus are a part of that registration
statement but do not contain all of the information set forth in the registration statement or the exhibits to the registration
statement. For further information with respect to us and the shares we are offering pursuant to this prospectus supplement, you
should refer to the registration statement and its exhibits. Statements contained in this prospectus supplement as to the contents
of any contract, agreement or other document referred to are not necessarily complete, and you should refer to the copy of that
contract or other documents filed as an exhibit to the registration statement. You may read or obtain a copy of the registration
statement at the SEC’s website referred to above.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus supplement and the accompanying prospectus. Information in this prospectus supplement
supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement.
We
incorporate by reference the documents listed below that we have previously filed with the SEC:
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●
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our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on May 29, 2020;
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|
|
|
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●
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our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, filed with the
SEC on June 24, 2020 (as amended on July 6, 2020), August 13, 2020 and November 12, 2020, respectively;
|
|
|
|
|
●
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our
Current Reports on Form 8-K filed with the SEC on February 27, 2020, March 30, 2020, May 14, 2020, June 12, 2020, August 24,
2020, September 3, 2020, September 15, 2020, September 24, 2020, September 30, 2020, October 19, 2020, November 2, 2020, November
20, 2020, December 3, 2020 (two such filings on such date), January 7, 2021, January 28, 2021, February 1, 2021 and
February 8, 2021 (other than any portions thereof deemed furnished and not filed);
|
|
|
|
|
●
|
our
Registration Statement on Form S-4 (File No. 333-249513) filed with the SEC on October 16, 2020, as amended on February
8, 2021; and
|
|
|
|
|
●
|
the
description of our common stock, par value $0.0001 per share, contained in our Form 8-A filed on August 12, 2013, including
any amendment or report filed for the purpose of updating such description.
|
All
documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of
any report or documents that is not deemed filed under such provisions, on or after the date of this prospectus supplement until
the termination of this offering shall be deemed incorporated by reference in this prospectus supplement and the accompanying
prospectus and to be a part of this prospectus supplement from the date of filing of those documents.
We
will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference,
including exhibits to these documents. You should direct any requests for documents to Cancer Genetics, Inc., 201 Route 17 North,
2nd Floor, Rutherford, New Jersey; Telephone: (201) 528-9200. Copies of the above reports may also be accessed from
our website at www.cancergenetics.com. The information contained on, or that may be obtained from, our website is not, and shall
not be deemed to be, a part of this prospectus supplement or the accompanying prospectus.
We
have authorized no one to provide you with any information that differs from that contained in this prospectus supplement, the
accompanying prospectus or incorporated by reference herein or therein. Accordingly, you should not rely on any information that
is not contained in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein.
You should not assume that the information in this prospectus supplement is accurate as of any date other than the date of the
front cover of this prospectus supplement.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will be
deemed modified, superseded or replaced for purposes of this prospectus supplement to the extent that a statement contained in
this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus
supplement modifies, supersedes or replaces such statement.
PROSPECTUS
Cancer
Genetics, Inc.
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Debt
Securities
Subscription
Rights
Units
We
may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common
stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities,
(v) subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt
securities, preferred stock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common
or preferred stock or other securities of ours. The units may consist of any combination of the securities listed above.
The
aggregate public offering price of the securities that we may offer will not exceed $100,000,000. We will offer the securities
in an amount and on terms that market conditions will determine at the time of the offering. Our common stock is listed on the
Nasdaq Capital Market under the symbol “CGIX.” The last reported sale price for our common stock on June 25, 2020
as quoted on the Nasdaq Capital Market was $3.04 per share. You are urged to obtain current market quotations of our common stock.
We have no preferred stock, warrants, debt securities, subscription rights or units listed on any market. Each prospectus supplement
will indicate if the securities offered thereby will be listed on any securities exchange.
Investing
in our securities involves risk. You should carefully consider the risks that we refer you to under the section captioned “Risk
Factors” in this prospectus on page 3 before buying our securities.
Should
we offer any of the securities described in this prospectus, we will provide you with the specific terms of the particular securities
being offered in supplements to this prospectus. You should read this prospectus and any supplement, together with additional
information described under the headings “Additional Information” and “Incorporation of Certain Information
by Reference” carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus
supplement.
We
may sell these securities directly to our stockholders or to other purchasers or through agents on our behalf or through underwriters
or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities,
the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions
or discounts.
The
aggregate market value of the shares of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form
S-3 is approximately $8,680,000, which was calculated based on 2,169,880 shares of our common stock outstanding and held by non-affiliates
as of the date of this Prospectus and a price of $4.00 per share, the closing price of our common stock on the Nasdaq Capital
Market on June 8, 2020. We have not sold any securities of the types listed above pursuant to General Instruction I.B.6 of Form
S-3 during the prior 12 calendar month period that ends on, and includes the date of this Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is July 21, 2020.
TABLE
OF CONTENTS
Cancer
Genetics, Inc. is referred to herein as “Cancer Genetics,” “the Company,” “we,” “us,”
and “our,” unless the context indicates otherwise.
You
may only rely on the information contained in this prospectus and the accompanying prospectus supplement or that we have referred
you to. We have not authorized anyone to provide you with different information. This prospectus and any prospectus supplement
do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this
prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or
a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither
the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or
that the information contained by reference to this prospectus or any prospectus supplement is correct as of any time after its
date.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may from time to time offer and sell, in one or more offerings,
any or all of the securities described in this prospectus, separately or together, up to an aggregate offering price of $100,000,000.
This prospectus provides you with a general description of our securities being offered. When we issue the securities being offered
by this prospectus, we will provide a prospectus supplement (which term includes, as applicable, the at-the-market sale agreement
prospectus filed with the registration statement of which this prospectus forms a part) that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus.
You should read both this prospectus and any prospectus supplement together with additional information described under the heading
“Additional Information” and “Incorporation of Certain Information by Reference.”
PROSPECTUS
SUMMARY
The
following summary highlights some information from this prospectus. It is not complete and does not contain all of the information
that you should consider before making an investment decision. You should read this entire prospectus, including the “Risk
Factors” section on page 3 and the disclosures to which that section refers you, the financial statements and related
notes and the other more detailed information appearing elsewhere or incorporated by reference into this prospectus before investing
in any of the securities described in this prospectus.
Overview
Cancer
Genetics, Inc. supports the efforts of the biotechnology and pharmaceutical industries to develop innovative new drug therapies.
Until the closing of the Business Disposals (as defined below) in July 2019, the Company was an emerging leader in enabling precision
medicine in oncology by providing multi-disciplinary diagnostic and data solutions, facilitating individualized therapies through
the Company’s diagnostic tests, services and molecular markers. Following the Business Disposals, the Company currently
has an extensive set of anti-tumor referenced data based on predictive xenograft and syngeneic tumor models from the acquisition
of vivoPharm, Pty Ltd. (“vivoPharm”) in 2017, to provide Discovery Services such as contract research services, focused
primarily on unique specialized studies to guide drug discovery and development programs in the oncology and immuno-oncology fields.
The Company’s tests and techniques target a wide range of indications, covering all ten of the top cancers in prevalence
in the United States, with additional unique capabilities offered by its FDA-cleared Tissue of Origin® test for identifying
difficult to diagnose tumor types or poorly differentiated metastatic disease.
The
Company offers preclinical services such as predictive tumor models, human orthotopic xenografts and syngeneic immuno-oncology
relevant tumor models in its Hershey, PA facility, and is a leader in the field of immuno-oncology preclinical services in the
United States. This service is supplemented with GLP toxicology and extended bioanalytical services in the Company’s Australian-based
facilities in Clayton, Victoria, and Gilles Plains, South Australia.
Corporate
Information
Our
principal executive offices are located at 201 Route 17 North, 2nd Floor, Rutherford, New Jersey 07070, and our telephone
number is (201) 528-9200. Our common stock is currently traded on The NASDAQ Capital Market under the symbol “CGIX.”
We maintain a corporate website at www.cancer genetics.com. The contents of our website are not incorporated by reference
into this prospectus and should not be considered to be a part of this prospectus or relied upon in connection herewith. You should
not rely on our website or any such information in making your decision whether to purchase our securities.
We
were incorporated in the State of Delaware on April 8, 1999. On July 16, 2014 we purchased substantially all of the assets of
Gentris Corporation, a laboratory specializing in pharmacogenomics profiling for therapeutic development, companion diagnostics
and clinical trials, which previously supported our BioPharma Business. On October 9, 2015, we acquired substantially all the
assets and assumed certain liabilities of Response Genetics, Inc., which previously supported our Clinical Business. On August
15, 2017, we purchased all of the outstanding stock of vivoPharm, with its principal place of business in Victoria, Australia.
On July 8, 2019, we consummated the sale of our Clinical Business (the “Clinical Sale”), and on July 15, 2019, we
consummated the sale of our BioPharma Business (the “BioPharma Sale” and, together with the Clinical Sale, the “Business
Disposals”).
RISK
FACTORS
Before
purchasing any of the securities you should carefully consider the risk factors incorporated by reference in this prospectus from
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and any subsequent updates described in our Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as the risks, uncertainties and additional information set forth
in our SEC reports on Forms 10-K, 10-Q and 8-K and in the other documents incorporated by reference in this prospectus. For a
description of these reports and documents, and information about where you can find them, see “Additional Information”
and “Incorporation of Certain Information By Reference.” Additional risks not presently known or that we presently
consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business
and prospects.
FORWARD-LOOKING
STATEMENTS
This
prospectus, including the documents that we incorporate by reference, contains forward-looking statements as that term is defined
in the federal securities laws. The events described in forward-looking statements contained in this prospectus, including the
documents that we incorporate by reference, may not occur. Generally, these statements relate to our business plans or strategies,
projected or anticipated benefits or other consequences of our plans or strategies, financing plans, projected or anticipated
benefits from acquisitions that we may make, or projections involving anticipated revenues, earnings or other aspects of our operating
results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current
expectations, estimates and projections of management. We intend for these forward-looking statements to be covered by the safe-harbor
provisions for forward-looking statements. Words such as “may,” “expect,” “believe,” “anticipate,”
“project,” “plan,” “intend,” “estimate,” and “continue,” and their
opposites and similar expressions are intended to identify forward-looking statements. We caution you that these statements are
not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many
of which are beyond our control that may influence the accuracy of the statements and the projections upon which the statements
are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties discussed in the “Risk
Factors” section on page 3 of this prospectus, in our Annual Report on Form 10-K for the fiscal year ended December 31,
2019 or in other reports we file with the Securities and Exchange Commission.
Any
one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking
statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially
from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether from new information, future events or otherwise.
You
should rely only on the information in this prospectus. We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely upon it.
USE
OF PROCEEDS
Unless
we inform you otherwise in the prospectus supplement relating to a particular offering of securities, we will use the net proceeds
from the sale of the securities offered by this prospectus and the exercise price from the exercise of any convertible securities,
if any, for working capital and other general corporate purposes, which may include funding acquisitions or investments in businesses,
products or technologies that are complementary to our own and reducing indebtedness.
When
particular securities are offered, the prospectus supplement relating to that offering will set forth our intended use of the
net proceeds received from the sale of those securities we sell. Pending the application of the net proceeds for these purposes,
we expect to invest the proceeds in short-term, interest-bearing instruments or other investment-grade securities.
THE
SECURITIES WE MAY OFFER
General
The
descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all
of the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable
prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement.
If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized
below. We may also include in the prospectus supplement information about material United States federal income tax considerations
relating to the securities, and the securities exchange, if any, on which the securities will be listed.
We
may sell from time to time, in one or more offerings:
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common
stock;
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●
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preferred
stock;
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|
|
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●
|
debt
securities;
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|
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●
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subscription
rights to purchase shares of common stock, preferred stock or debt securities;
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|
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●
|
warrants
to purchase shares of common stock or preferred stock; and
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|
|
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●
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units
consisting of any combination of the securities listed above.
|
In
this prospectus, we refer to the common stock, preferred stock, debt securities, subscription rights, warrants and units collectively
as “securities.” The total dollar amount of all securities that we may sell pursuant to this prospectus will not exceed
$100,000,000.
If
we issue debt securities at a discount from their original stated principal amount, then, for purposes of calculating the total
dollar amount of all securities issued under this prospectus, we will treat the initial offering price of the debt securities
as the total original principal amount of the debt securities.
This
prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
General
Our
authorized capital stock consists of:
|
●
|
100,000,000
shares of common stock, par value $0.0001 per share; and
|
|
|
|
|
●
|
9,764,000
shares of preferred stock, par value $0.0001 per share, of which, as of the date of this prospectus, none of which shares
have been designated.
|
As
of close of business on June 25, 2020, 2,260,883 shares of common stock were issued and outstanding and no shares of preferred
stock were issued and outstanding.
The
additional shares of our authorized capital stock available for issuance may be issued at times and under circumstances so as
to have a dilutive effect on earnings per share and on the equity ownership of the holders of our common stock. The ability of
our board of directors to issue additional shares of stock could enhance the board’s ability to negotiate on behalf of the
stockholders in a takeover situation but could also be used by the board to make a change of control more difficult, thereby denying
stockholders the potential to sell their shares at a premium and entrenching current management. The following description is
a summary of the material provisions of our capital stock. You should refer to our certificate of incorporation, as amended, and
our bylaws, both of which are on file with the SEC as exhibits to previous SEC filings, for additional information. The summary
below is qualified by provisions of applicable law.
Common
Stock
Voting.
Holders of our common stock are entitled to one vote per share in the election of directors and on all other matters on which
stockholders are entitled or permitted to vote. Holders of our common stock are not entitled to cumulative voting rights..
Dividends.
Subject to the terms of any outstanding series of preferred stock, the holders of our common stock are entitled to dividends in
the amounts and at times as may be declared by the board of directors out of funds legally available therefor.
Liquidation
Rights. Upon liquidation or dissolution, holders of our common stock are entitled to share ratably in all net assets available
for distribution to stockholders after we have paid, or provided for payment of, all of our debts and liabilities, and after payment
of any liquidation preferences to holders of our preferred stock.
Other
Matters. Holders of our common stock have no redemption, conversion or preemptive rights. There are no sinking fund provisions
applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to the rights
of the holders of shares of any series of preferred stock that we may issue in the future.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, LLC.
Preferred
Stock
We
are authorized to issue up to 9,764,000 shares of preferred stock, all of which are undesignated. Our board of directors has the
authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights,
and the qualifications, limitations or restrictions thereof, including dividend rights, conversion right, voting rights, terms
of redemption, liquidation preferences and the number of shares constituting any class or series, without further vote or action
by the stockholders. Although we have no present plans to issue any other shares of preferred stock, the issuance of shares of
preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available
for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of the
common stock, and could have the effect of delaying, deterring or preventing a change of control of us or an unsolicited acquisition
proposal. The preferred stock may provide for an adjustment of the conversion price in the event of an issuance or deemed issuance
at a price less than the applicable conversion price, subject to certain exceptions.
If
we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the
prospectus supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock
with the SEC. To the extent required, this description will include:
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the
title and stated value;
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the
number of shares offered, the liquidation preference per share and the purchase price;
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the
dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the
procedures for any auction and remarketing, if any;
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the
provisions for a sinking fund, if any;
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the
provisions for redemption, if applicable;
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any
listing of the preferred stock on any securities exchange or market;
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whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be
calculated) and conversion period;
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whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated)
and exchange period;
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voting
rights, if any, of the preferred stock;
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a
discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or
winding up of our affairs; and
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any
material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series
of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs.
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Transfer
Agent and Registrar for Preferred Stock
The
transfer agent and registrar for any series or class of preferred stock will be set forth in each applicable prospectus supplement.
Anti-takeover
Effects of Delaware Law and our Certificate of Incorporation, as amended
The
provisions of Delaware law, our certificate of incorporation and our bylaws described below may have the effect of delaying, deferring
or discouraging another party from acquiring control of us.
Section
203 of the Delaware General Corporation Law
We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any
business combination with any interested stockholder for a period of three years after the date that such stockholder became an
interested stockholder, with the following exceptions:
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before
such date, the board of directors of the corporation approved either the business combination or the transaction that resulted
in the stockholder becoming an interested stockholder;
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upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes
of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those
shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants
do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or
exchange offer; or
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on
or after such date, the business combination is approved by the board of directors and authorized at an annual or special
meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock that is not owned by the interested stockholder.
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In
general, Section 203 defines a “business combination” to include any merger or consolidation involving the corporation
and the interested stockholder; any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation
involving the interested stockholder; subject to certain exceptions, any transaction that results in the issuance or transfer
by the corporation of any stock of the corporation to the interested stockholder; any transaction involving the corporation that
has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned
by the interested stockholder; or the receipt by the interested stockholder of the benefit of any loss, advances, guarantees,
pledges or other financial benefits by or through the corporation.
Certificate
of Incorporation and Bylaws
Our
certificate of incorporation and bylaws provide that:
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the
authorized number of directors can be changed only by resolution of our board of directors;
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our
bylaws may be amended or repealed by our board of directors or our stockholders;
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no
action can be taken by stockholders except at an annual or special meeting of the stockholders called in accordance with our
bylaws, and stockholders may not act by written consent, unless the stockholders amend the certificate of incorporation to
provide otherwise;
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stockholders
may not call special meetings of the stockholders or fill vacancies on the board;
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our
board of directors will be authorized to issue, without stockholder approval, preferred stock, the rights of which will be
determined at the discretion of the board of directors and that, if issued, could operate as a “poison pill” to
dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors does not
approve;
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our
stockholders do not have cumulative voting rights, and therefore our stockholders holding a majority of the shares of common
stock outstanding will be able to elect all of our directors; and
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our
stockholders must comply with advance notice provisions to bring business before or nominate directors for election at a stockholder
meeting.
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Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these
additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate
corporate acquisitions or payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons
friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party
attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity
of our management. In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences
of each series of preferred stock, all to the fullest extent permissible under the Delaware General Corporation Law and subject
to any limitations set forth in our certificate of incorporation. The purpose of authorizing the board of directors to issue preferred
stock and to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with a
stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with
possible financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third-party
to acquire, or could discourage a third-party from acquiring, a majority of our outstanding voting stock.
DESCRIPTION
OF STOCK WARRANTS
We
summarize below some of the provisions that will apply to the warrants unless the applicable prospectus supplement provides otherwise.
This summary may not contain all information that is important to you. The complete terms of the warrants will be contained in
the applicable warrant certificate and warrant agreement. These documents have been or will be included or incorporated by reference
as exhibits to the registration statement of which this prospectus is a part. You should read the warrant certificate and the
warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update
or change some of the information below.
General
We
may issue, together with common or preferred stock as units or separately, warrants for the purchase of shares of our common or
preferred stock. The terms of each warrant will be discussed in the applicable prospectus supplement relating to the particular
series of warrants. The form(s) of certificate representing the warrants and/or the warrant agreement will be, in each case, filed
with the SEC as an exhibit to a document incorporated by reference in the registration statement of which this prospectus is a
part on or prior to the date of any prospectus supplement relating to an offering of the particular warrant. The following summary
of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference
to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants.
The
prospectus supplement relating to any series of warrants that are offered by this prospectus will describe, among other things,
the following terms to the extent they are applicable to that series of warrants:
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the
procedures and conditions relating to the exercise of the warrants;
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the
number of shares of our common or preferred stock, if any, issued with the warrants;
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the
date, if any, on and after which the warrants and any related shares of our common or preferred stock will be separately transferable;
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the
offering price of the warrants, if any;
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the
number of shares of our common or preferred stock which may be purchased upon exercise of the warrants and the price or prices
at which the shares may be purchased upon exercise;
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the
date on which the right to exercise the warrants will begin and the date on which the right will expire;
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a
discussion of the material United States federal income tax considerations applicable to the exercise of the warrants;
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anti-dilution
provisions of the warrants, if any;
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call
provisions of the warrants, if any; and
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any
other material terms of the warrants.
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Each
warrant may entitle the holder to purchase for cash, or, in limited circumstances, by effecting a cashless exercise for, the number
of shares of our common or preferred stock at the exercise price that is described in the applicable prospectus supplement. Warrants
will be exercisable during the period of time described in the applicable prospectus supplement. After that period, unexercised
warrants will be void. Warrants may be exercised in the manner described in the applicable prospectus supplement.
A
holder of a warrant will not have any of the rights of a holder of our common or preferred stock before the stock is purchased
upon exercise of the warrant. Therefore, before a warrant is exercised, the holder of the warrant will not be entitled to receive
any dividend payments or exercise any voting or other rights associated with shares of our common or preferred stock which may
be purchased when the warrant is exercised.
Transfer
Agent and Registrar
The
transfer agent and registrar, if any, for any warrants will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF DEBT SECURITIES
This
prospectus describes certain general terms and provisions of debt securities that we may offer. The debt securities may be issued
pursuant to, in the case of senior debt securities, a senior indenture, and in the case of subordinated debt securities, a subordinated
indenture, in each case in the forms filed as exhibits to this registration statement, which we refer to as the “indentures.”
The indentures will be entered into between us and a trustee to be named prior to the issuance of any debt securities, which we
refer to as the “trustee.” The indentures will not limit the amount of debt securities that can be issued thereunder
and will provide that the debt securities may be issued from time to time in one or more series pursuant to the terms of one or
more securities resolutions or supplemental indentures creating such series.
We
have summarized below the material provisions of the indentures and the debt securities or indicated which material provisions
will be described in the related prospectus supplement for any offering of debt securities. These descriptions are only summaries,
and you should refer to the relevant indenture for the particular offering of debt securities itself which will describe completely
the terms and definitions of the offered debt securities and contain additional information about the debt securities.
Terms
When
we offer to sell a particular series of debt securities, we will describe the specific terms of the securities in a prospectus
supplement. The prospectus supplement will set forth the following terms, as applicable, of the debt securities offered thereby:
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the
designation, aggregate principal amount, currency or composite currency and denominations;
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the
price at which such debt securities will be issued and, if an index formula or other method is used, the method for determining
amounts of principal or interest;
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the
maturity date and other dates, if any, on which principal will be payable;
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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whether
the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms
of any subordination;
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the
interest rate (which may be fixed or variable), if any;
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the
date or dates from which interest will accrue and on which interest will be payable, and the record dates for the payment
of interest;
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the
manner of paying principal and interest;
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the
place or places where principal and interest will be payable;
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the
terms of any mandatory or optional redemption by us or any third party including any sinking fund;
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the
terms of any conversion or exchange;
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the
terms of any redemption at the option of holders or put by the holders;
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any
tax indemnity provisions;
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if
the debt securities provide that payments of principal or interest may be made in a currency other than that in which the
debt securities are denominated, the manner for determining such payments;
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the
portion of principal payable upon acceleration of a Discounted Debt Security (as defined below);
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whether
and upon what terms debt securities may be defeased;
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any
events of default or covenants in addition to or in lieu of those set forth in the indentures;
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provisions
for electronic issuance of debt securities or for the issuance of debt securities in uncertificated form; and
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any
additional provisions or other special terms not inconsistent with the provisions of the indentures, including any terms that
may be required or advisable under United States or other applicable laws or regulations, or advisable in connection with
the marketing of the debt securities.
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Debt
securities of any series may be issued as registered debt securities or uncertificated debt securities, in such denominations
as specified in the terms of the series.
Securities
may be issued under the indentures as Discounted Debt Securities to be offered and sold at a substantial discount from the principal
amount thereof. Special United States federal income tax and other considerations applicable thereto will be described in the
prospectus supplement relating to such Discounted Debt Securities. “Discounted Debt Security” means a security where
the amount of principal due upon acceleration is less than the stated principal amount.
We
are not obligated to issue all debt securities of one series at the same time and, unless otherwise provided in the prospectus
supplement, we may reopen a series, without the consent of the holders of the debt securities of that series, for the issuance
of additional debt securities of that series. Additional debt securities of a particular series will have the same terms and conditions
as outstanding debt securities of such series, except for the date of original issuance and the offering price, and will be consolidated
with, and form a single series with, such outstanding debt securities.
Ranking
The
senior debt securities will rank equally with all of our other senior and unsubordinated debt. Our secured debt, if any, will
be effectively senior to the senior debt securities to the extent of the value of the assets securing such debt. The subordinated
debt securities will be subordinate and junior in right of payment to all of our present and future senior indebtedness to the
extent and in the manner described in the prospectus supplement and as set forth in the board resolution, officer’s certificate
or supplemental indenture relating to such offering.
We
have only a stockholder’s claim on the assets of our subsidiaries. This stockholder’s claim is junior to the claims
that creditors of our subsidiaries have against our subsidiaries. Holders of our debt securities will be our creditors and not
creditors of any of our subsidiaries. As a result, all the existing and future liabilities of our subsidiaries, including any
claims of their creditors, will effectively be senior to the debt securities with respect to the assets of our subsidiaries. In
addition, to the extent that we issue any secured debt, the debt securities will be effectively subordinated to such secured debt
to the extent of the value of the assets securing such secured debt.
The
debt securities will be obligations exclusively of Cancer Genetics, Inc. To the extent that our ability to service our debt, including
the debt securities, may be dependent upon the earnings of our subsidiaries, our ability to do so will be dependent on the ability
of our subsidiaries to distribute those earnings to us as dividends, loans or other payments.
Certain
Covenants
Any
covenants that may apply to a particular series of debt securities will be described in the prospectus supplement relating thereto.
Successor
Obligor
The
indentures will provide that, unless otherwise specified in the securities resolution or supplemental indenture establishing a
series of debt securities, we shall not consolidate with or merge into, or transfer all or substantially all of our assets to,
any person in any transaction in which we are not the survivor, unless:
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the
person is organized under the laws of the United States or a jurisdiction within the United States;
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the
person assumes by supplemental indenture all of our obligations under the relevant indenture, the debt securities and any
coupons;
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immediately
after the transaction no Default (as defined below) exists; and
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we
deliver to the trustee an officers’ certificate and opinion of counsel stating that the transaction complies with the
foregoing requirements and that all conditions precedent provided for in the indenture relating to the transaction have been
complied with.
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In
such event, the successor will be substituted for us, and thereafter all of our obligations under the relevant indenture, the
debt securities and any coupons will terminate.
The
indentures will provide that these limitations shall not apply if our board of directors makes a good faith determination that
the principal purpose of the transaction is to change our state of incorporation.
Exchange
of Debt Securities
Registered
debt securities may be exchanged for an equal aggregate principal amount of registered debt securities of the same series and
date of maturity in such authorized denominations as may be requested upon surrender of the registered debt securities at an agency
of the Company maintained for such purpose and upon fulfillment of all other requirements of such agent.
Default
and Remedies
Unless
the securities resolution or supplemental indenture establishing the series otherwise provides (in which event the prospectus
supplement will so state), an “Event of Default” with respect to a series of debt securities will occur if:
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we
default in any payment of interest on any debt securities of such series when the same becomes due and payable and the default
continues for a period of 30 days;
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(2)
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we
default in the payment of all or any part of the principal and premium, if any, of any debt securities of such series when
the same becomes due and payable at maturity or upon redemption, acceleration or otherwise and such default shall continue
for five or more days;
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(3)
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we
default in the performance of any of our other agreements applicable to the series and the default continues for 30 days after
the notice specified below;
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(4)
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a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law (as defined below) that:
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(A)
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is
for relief against us in an involuntary case,
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(B)
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appoints
a Custodian (as defined below) for us or for any substantial part of our property, or
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(C)
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orders
the winding up or liquidation of us, and the order or decree remains unstayed and in effect for 90 days;
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(5)
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we,
pursuant to or within the meaning of any Bankruptcy Law:
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(A)
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commence
a voluntary case,
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(B)
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consent
to the entry of an order for relief against us in an involuntary case,
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(C)
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consent
to the appointment of a Custodian for us or for any substantial part of our property, or
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(D)
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make
a general assignment for the benefit of our creditors; or
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(6)
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there
occurs any other Event of Default provided for in such series.
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The
term “Bankruptcy Law” means Title 11 of the United States Code or any similar Federal or State law for the relief
of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or a similar official under any
Bankruptcy Law.
“Default”
means any event which is, or after notice or passage of time would be, an Event of Default. A Default under subparagraph (3) above
is not an Event of Default until the trustee or the holders of at least 25% in principal amount of the series notify us of the
Default and we do not cure the Default within the time specified after receipt of the notice.
The
trustee may require indemnity satisfactory to it before it enforces the indentures or the debt securities of the series. Subject
to certain limitations, holders of a majority in principal amount of the debt securities of the series may direct the trustee
in its exercise of any trust or power with respect to such series. Except in the case of Default in payment on a series, the trustee
may withhold from securityholders of such series notice of any continuing Default if the trustee determines that withholding notice
is in the interest of such securityholders. We are required to furnish the trustee annually a brief certificate as to our compliance
with all conditions and covenants under the indentures.
The
indentures will not have cross-default provisions. Thus, a default by us on any other debt, including any other series of debt
securities, would not constitute an Event of Default.
Amendments
and Waivers
The
indentures and the debt securities or any coupons of the series may be amended, and any Default may be waived as follows:
Unless
the securities resolution or supplemental indenture otherwise provides (in which event the applicable prospectus supplement will
so state), the debt securities and the indentures may be amended with the consent of the holders of a majority in principal amount
of the debt securities of all series affected voting as one class. Unless the securities resolution or supplemental indenture
otherwise provides (in which event the applicable prospectus supplement will so state), a Default other than a Default in payment
on a particular series may be waived with the consent of the holders of a majority in principal amount of the debt securities
of the series. However, without the consent of each securityholder affected, no amendment or waiver may:
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change
the fixed maturity of or the time for payment of interest on any debt security;
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reduce
the principal, premium or interest payable with respect to any debt security;
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change
the place of payment of a debt security or the currency in which the principal or interest on a debt security is payable;
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change
the provisions for calculating any redemption or repurchase price with respect to any debt security;
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adversely
affect any holder’s right to receive payment of principal and interest or to institute suit for the enforcement of any
such payment;
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reduce
the amount of debt securities whose holders must consent to an amendment or waiver;
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make
any change that materially adversely affects the right to convert any debt security;
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waive
any Default in payment of principal of or interest on a debt security; or
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adversely
affect any holder’s rights with respect to redemption or repurchase of a debt security.
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Without
the consent of any securityholder, the indentures or the debt securities may be amended to:
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provide
for assumption of our obligations to securityholders in the event of a merger or consolidation requiring such assumption;
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cure
any ambiguity, omission, defect or inconsistency;
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conform
the terms of the debt securities to the description thereof in the prospectus and prospectus supplement offering such debt
securities;
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create
a series and establish its terms;
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provide
for the acceptance of appointment by a successor trustee or to facilitate the administration of the trusts by more than one
trustee;
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provide
for uncertificated or unregistered securities;
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make
any change that does not adversely affect the rights of any securityholder;
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add
to our covenants; or
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make
any other change to the indentures so long as no debt securities are outstanding.
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Conversion
Rights
Any
securities resolution or supplemental indenture establishing a series of debt securities may provide that the debt securities
of such series will be convertible at the option of the holders thereof into or for our common stock or other equity or debt instruments.
The securities resolution or supplemental indenture may establish, among other things, (1) the number or amount of shares of common
stock or other equity or debt instruments for which $1,000 aggregate principal amount of the debt securities of the series is
convertible, as may be adjusted pursuant to the terms of the relevant indenture and the securities resolution; and (2) provisions
for adjustments to the conversion rate and limitations upon exercise of the conversion right. The indentures provide that we will
not be required to make an adjustment in the conversion rate unless the adjustment would require a cumulative change of at least
1% in the conversion rate. However, we will carry forward any adjustments that are less than 1% of the conversion rate and take
them into account in any subsequent adjustment of the conversion rate.
Legal
Defeasance and Covenant Defeasance
Debt
securities of a series may be defeased in accordance with their terms and, unless the securities resolution or supplemental indenture
establishing the terms of the series otherwise provides, as set forth below. We at any time may terminate as to a series all of
our obligations (except for certain obligations, including obligations with respect to the defeasance trust and obligations to
register the transfer or exchange of a debt security, to replace destroyed, lost or stolen debt securities and coupons and to
maintain paying agencies in respect of the debt securities) with respect to the debt securities of the series and any related
coupons and the relevant indenture, which we refer to as legal defeasance. We at any time may terminate as to a series our obligations
with respect to any restrictive covenants which may be applicable to a particular series, which we refer to as covenant defeasance.
We
may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise
our legal defeasance option, a series may not be accelerated because of an Event of Default. If we exercise our covenant defeasance
option, a series may not be accelerated by reference to any covenant which may be applicable to a series.
To
exercise either defeasance option as to a series, we must (1) irrevocably deposit in trust with the trustee (or another trustee)
money or U.S. Government Obligations (as defined below), deliver a certificate from a nationally recognized firm of independent
accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations,
without reinvestment, plus any deposited money without investment will provide cash at such times and in such amounts as will
be sufficient to pay the principal and interest when due on all debt securities of such series to maturity or redemption, as the
case may be; and (2) comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the defeasance
will not result in recognition of any gain or loss to holders for federal income tax purposes.
“U.S.
Government Obligations” means direct obligations of the United States or any agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed by the United States, which, in either case, have the full faith and credit
of the United States pledged for payment and which are not callable at the issuer’s option, or certificates representing
an ownership interest in such obligations.
Regarding
the Trustee
Unless
otherwise indicated in a prospectus supplement, the trustee will also act as depository of funds, transfer agent, paying agent
and conversion agent, as applicable, with respect to the debt securities. In certain circumstances, we or the securityholders
may remove the trustee as the trustee under a given indenture. The indenture trustee may also provide additional unrelated services
to us as a depository of funds, registrar, trustee and similar services.
Governing
Law
The
indentures and the debt securities will be governed by New York law, except to the extent that the Trust Indenture Act of 1939
is applicable.
DESCRIPTION
OF SUBSCRIPTION RIGHTS
We
may issue subscription rights to purchase our common stock or debt securities. These subscription rights may be offered independently
or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the subscription
rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with
one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase
any securities remaining unsubscribed for after such offering.
The
prospectus supplement relating to any subscription rights we offer, if any, will, to the extent applicable, include specific terms
relating to the offering, including some or all of the following:
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the
price, if any, for the subscription rights;
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the
exercise price payable for our common stock or debt securities upon the exercise of the subscription rights;
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the
number of subscription rights to be issued to each stockholder;
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the
number and terms of our common stock or debt securities which may be purchased per each subscription right;
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the
extent to which the subscription rights are transferable;
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any
other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise
of the subscription rights;
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the
date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights
shall expire;
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the
extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities
or an over-allotment privilege to the extent the securities are fully subscribed; and
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if
applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection
with the offering of subscription rights.
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DESCRIPTION
OF UNITS
We
may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will
be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit
will have the rights and obligations of a holder of each included security (but, to the extent convertible securities are included
in the units, the holder of the units will be deemed the holder of the convertible securities and not the holder of the underlying
securities). The unit agreement under which a unit is issued, if any, may provide that the securities included in the unit may
not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement
may describe:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
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the
terms of the unit agreement governing the units;
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United
States federal income tax considerations relevant to the units; and
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whether
the units will be issued in fully registered global form.
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This
summary of certain general terms of units and any summary description of units in the applicable prospectus supplement do not
purport to be complete and are qualified in their entirety by reference to all provisions of the applicable unit agreement and,
if applicable, collateral arrangements and depositary arrangements relating to such units. The forms of the unit agreements and
other documents relating to a particular issue of units will be filed with the SEC each time we issue units, and you should read
those documents for provisions that may be important to you.
FORMS
OF SECURITIES
Each
debt security and, to the extent applicable, warrant, subscription right and unit, will be represented either by a certificate
issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities.
Certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name
you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments
other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar,
paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities
or warrants represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s
beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company
or other representative, as we explain more fully below.
Global
Securities
Registered
Global Securities. We may issue the registered debt securities and, to the extent applicable, warrants, subscription rights
and units, in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee
identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one
or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate
principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged
in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by
and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary
or those nominees.
If
not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered
global security will be described in the prospectus supplement relating to those securities. We anticipate that the following
provisions will apply to all depositary arrangements.
Ownership
of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with
the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered
global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by
the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons
holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of
these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered
global securities.
So
long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee,
as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security
for all purposes under the applicable indenture or warrant agreement. Except as described below, owners of beneficial interests
in a registered global security will not be entitled to have the securities represented by the registered global security registered
in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not
be considered the owners or holders of the securities under the applicable indenture or warrant agreement. Accordingly, each person
owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered
global security and, if that person is not a participant, on the procedures of the participant through which the person owns its
interest, to exercise any rights of a holder under the applicable indenture or warrant agreement. We understand that under existing
industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security
desires to give or take any action that a holder is entitled to give or take under the applicable indenture or warrant agreement,
the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to
give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action
or would otherwise act upon the instructions of beneficial owners holding through them.
Principal,
premium, if any, interest payments on debt securities and any payments to holders with respect to warrants represented by a registered
global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case
may be, as the registered owner of the registered global security. None of the Company, the trustees, the warrant agents or any
other agent of the Company, the trustees or the warrant agents will have any responsibility or liability for any aspect of the
records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining,
supervising or reviewing any records relating to those beneficial ownership interests.
We
expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment
of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered
global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants
to owners of beneficial interests in a registered global security held through participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form
or registered in “street name,” and will be the responsibility of those participants.
If
the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue
as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days,
we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary.
Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names
that the depositary gives to the relevant trustee or warrant agent or other relevant agent of ours or theirs. It is expected that
the depositary’s instructions will be based upon directions received by the depositary from participants with respect to
ownership of beneficial interests in the registered global security that had been held by the depositary.
PLAN
OF DISTRIBUTION
Initial
Offering and Sale of Securities
Unless
otherwise set forth in a prospectus supplement accompanying this prospectus, we may sell the securities being offered hereby,
from time to time, by one or more of the following methods:
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to
or through underwriting syndicates represented by managing underwriters;
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through
one or more underwriters without a syndicate for them to offer and sell to the public;
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through
dealers or agents; and
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to
investors directly in negotiated sales or in competitively bid transactions.
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Offerings
of securities covered by this prospectus also may be made into an existing trading market for those securities in transactions
at other than a fixed price, either:
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on
or through the facilities of the Nasdaq Capital Market or any other securities exchange or quotation or trading service on
which those securities may be listed, quoted, or traded at the time of sale; and/or
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to
or through a market maker other than on the securities exchanges or quotation or trading services set forth above.
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Those
at-the-market offerings, if any, will be conducted by underwriters acting as principal or agent of the Company, who may also be
third-party sellers of securities as described above. The prospectus supplement with respect to the offered securities will set
forth the terms of the offering of the offered securities, including:
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the
name or names of any underwriters, dealers or agents;
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the
purchase price of the offered securities and the proceeds to us from such sale;
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any
underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation;
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any
initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers;
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any
securities exchange on which such offered securities may be listed; and
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any
underwriter, agent or dealer involved in the offer and sale of any series of the securities.
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The
distribution of the securities may be effected from time to time in one or more transactions:
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at
fixed prices, which may be changed;
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at
market prices prevailing at the time of the sale;
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at
varying prices determined at the time of sale; or
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at
negotiated prices.
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Each
prospectus supplement will set forth the manner and terms of an offering of securities including:
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whether
that offering is being made to underwriters, through agents or directly to the public;
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the
rules and procedures for any auction or bidding process, if used;
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the
securities’ purchase price or initial public offering price; and
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the
proceeds we anticipate from the sale of the securities, if any.
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In
addition, we may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus
to third parties in privately negotiated transactions. The applicable prospectus supplement may indicate, in connection with such
a transaction, that the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus
supplement. If so, the third party may use securities pledged by us or borrowed from us or others to settle such sales and may
use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this
prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default
in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.
Sales
Through Underwriters
If
underwriters are used in the sale of some or all of the securities covered by this prospectus, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities, either directly to the public or to securities dealers,
at various times in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain
conditions. Unless indicated otherwise in a prospectus supplement, the underwriters will be obligated to purchase all the securities
of the series offered if any of the securities are purchased.
Any
initial public offering price and any concessions allowed or reallowed to dealers may be changed intermittently.
Sales
Through Agents
Unless
otherwise indicated in the applicable prospectus supplement, when securities are sold through an agent, the designated agent will
agree, for the period of its appointment as agent, to use specified efforts to sell the securities for our account and will receive
commissions from us as will be set forth in the applicable prospectus supplement.
Securities
bought in accordance with a redemption or repayment under their terms also may be offered and sold, if so indicated in the applicable
prospectus supplement, in connection with a remarketing by one or more firms acting as principals for their own accounts or as
agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will
be described in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities
remarketed by them.
If
so indicated in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase securities at a price set forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a future date specified in the prospectus supplement. These contracts will be subject only
to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commissions
payable for solicitation of these contracts.
Direct
Sales
We
may also sell offered securities directly to institutional investors or others. In this case, no underwriters or agents would
be involved. The terms of such sales will be described in the applicable prospectus supplement.
General
Information
Broker-dealers,
agents or underwriters may receive compensation in the form of discounts, concessions or commissions from us and/or the purchasers
of securities for whom such broker-dealers, agents or underwriters may act as agents or to whom they sell as principal, or both.
This compensation to a particular broker-dealer might be in excess of customary commissions.
Underwriters,
dealers and agents that participate in any distribution of the offered securities may be deemed “underwriters” within
the meaning of the Securities Act of 1933, as amended, or the Securities Act, so any discounts or commissions they receive in
connection with the distribution may be deemed to be underwriting compensation. Those underwriters and agents may be entitled,
under their agreements with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities
Act, or to contribution by us to payments that they may be required to make in respect of those civil liabilities. Certain of
those underwriters or agents may be customers of, engage in transactions with, or perform services for, us or our affiliates in
the ordinary course of business. We will identify any underwriters or agents, and describe their compensation, in a prospectus
supplement. Any institutional investors or others that purchase offered securities directly, and then resell the securities, may
be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the securities
by them may be deemed to be underwriting discounts and commissions under the Securities Act.
We
will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, if we enter into any
material arrangement with a broker, dealer, agent or underwriter for the sale of securities through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or dealer. Such prospectus supplement will disclose:
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the
name of any participating broker, dealer, agent or underwriter;
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the
number and type of securities involved;
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the
price at which such securities were sold;
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any
securities exchanges on which such securities may be listed;
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the
commissions paid or discounts or concessions allowed to any such broker, dealer, agent or underwriter, where applicable; and
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other
facts material to the transaction.
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In
order to facilitate the offering of certain securities under this prospectus or an applicable prospectus supplement, certain persons
participating in the offering of those securities may engage in transactions that stabilize, maintain or otherwise affect the
price of those securities during and after the offering of those securities. Specifically, if the applicable prospectus supplement
permits, the underwriters of those securities may over-allot or otherwise create a short position in those securities for their
own account by selling more of those securities than have been sold to them by us and may elect to cover any such short position
by purchasing those securities in the open market.
In
addition, the underwriters may stabilize or maintain the price of those securities by bidding for or purchasing those securities
in the open market and may impose penalty bids, under which selling concessions allowed to syndicate members or other broker-dealers
participating in the offering are reclaimed if securities previously distributed in the offering are repurchased in connection
with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price
of the securities at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may
also affect the price of securities to the extent that it discourages resales of the securities. No representation is made as
to the magnitude or effect of any such stabilization or other transactions. Such transactions, if commenced, may be discontinued
at any time.
In
order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have
been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
Rule
15c6-1 under the Exchange Act generally requires that trades in the secondary market settle in two business days, unless the parties
to any such trade expressly agree otherwise. Your prospectus supplement may provide that the original issue date for your securities
may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish
to trade securities on any date prior to the second business day before the original issue date for your securities, you will
be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days
after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
This
prospectus, any applicable prospectus supplement and any applicable pricing supplement in electronic format may be made available
on the Internet sites of, or through other online services maintained by, us and/or one or more of the agents and/or dealers participating
in an offering of securities, or by their affiliates. In those cases, prospective investors may be able to view offering terms
online and, depending upon the particular agent or dealer, prospective investors may be allowed to place orders online.
Other
than this prospectus, any applicable prospectus supplement and any applicable pricing supplement in electronic format, the information
on our website or the website of any agent or dealer, and any information contained in any other website maintained by any agent
or dealer:
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is
not part of this prospectus, any applicable prospectus supplement or any applicable pricing supplement or the registration
statement of which they form a part;
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has
not been approved or endorsed by us or by any agent or dealer in its capacity as an agent or dealer, except, in each case,
with respect to the respective website maintained by such entity; and
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should
not be relied upon by investors.
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There
can be no assurance that we will sell all or any of the securities offered by this prospectus.
This
prospectus may also be used in connection with any issuance of common stock or preferred stock upon exercise of a warrant if such
issuance is not exempt from the registration requirements of the Securities Act.
In
addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing securityholders.
In some cases, we or dealers acting with us or on our behalf may also purchase securities and reoffer them to the public by one
or more of the methods described above. This prospectus may be used in connection with any offering of our securities through
any of these methods or other methods described in the applicable prospectus supplement.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered hereby will be passed upon
for us by Lowenstein Sandler LLP, Roseland, New Jersey. If the validity of the securities offered hereby in connection with offerings
made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will
be named in the prospectus supplement relating to such offering.
EXPERTS
The
consolidated financial statements of Cancer Genetics, Inc. and subsidiaries as of December 31, 2019 and for the year ended December
31, 2019 have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report which is
incorporated by reference herein, (which report includes an explanatory paragraph as to the Company’s ability to continue
as a going concern and a paragraph regarding other matters including 1) the audit of the restatement for discontinued operations,
2) a reverse stock-split and 3) change in accounting principle). Such financial statements have been incorporated by reference
herein in reliance on the report of such firm, given upon their authority as experts in auditing and accounting.
The
consolidated financial statements as of December 31, 2018 and for the year then ended have been audited by RSM US LLP, an independent
registered public accounting firm, as stated in their report thereon (which report expresses an unqualified opinion on the financial
statements, except for effects of the adjustments, if any, as might have been determined to be necessary had they been engaged
to audit the Company’s restatement for discontinued operations and a reverse stock-split and emphasis of matter paragraphs
stating 1) they were not engaged to audit the restatement for discontinued operations and a reverse stock-split, 2) for substantial
doubt about the Company’s ability to continue as a going concern and 3) change in accounting principle), incorporated herein
by reference, and have been incorporated in this Registration Statement in reliance upon such report and upon the authority of
such firm as experts in accounting and auditing.
DISCLOSURE
OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section
145 of the DGCL provides that we may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by us or in our
right) by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving at our request as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him or her in connection with such action, suit or proceeding if he acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. Section 145 further provides that we similarly may indemnify any such person serving
in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by is or in our right to procure judgment in our favor, against expenses actually and reasonably incurred in connection
with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he reasonably believed
to be in or not opposed to our best interests and except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to us unless and only to the extent that the Delaware
Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Our
certificate of incorporation, as amended, limits the liability of our directors to the fullest extent permitted by Delaware law.
In addition, we have entered into indemnification agreements with certain of our directors and officers whereby we have agreed
to indemnify those directors and officers to the fullest extent permitted by law, including indemnification against expenses and
liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason
of the fact that such director or officer is or was a director, officer, employee or agent of the Company, provided that such
director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed
to, the best interests of the Company.
We
have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their
services to us, including matters arising under the Securities Act. Our certificate of incorporation and bylaws also provide that
we will indemnify our directors and officers who, by reason of the fact that he or she is one of our officers or directors of
our company, is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, related
to their board role with the company.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ADDITIONAL
INFORMATION
This
prospectus is part of a Registration Statement on Form S-3 that we have filed with the SEC relating to the shares of our securities
being offered hereby. This prospectus does not contain all of the information in the Registration Statement and its exhibits.
The Registration Statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all
contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus
to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part
of the Registration Statement in order to review a copy of the contract or documents. The Registration Statement and the exhibits
are available at the SEC’s Public Reference Room or through its website.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet
site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, such
as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at http://www.cancergenetics.com.
We have included our website address as an inactive textual reference only and our website and the information contained on, or
that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of,
this prospectus.
We
will provide you without charge, upon your oral or written request, with an electronic or paper copy of any or all reports, proxy
statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this
prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to:
Cancer
Genetics, Inc.
201
Routh 17 North, 2nd Floor
Rutherford,
NJ 07070
Telephone
number: (201) 528-9200
You
should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation
of Certain Information by Reference” below. We have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to
sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in
this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is
an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus,
and information that we file later with the SEC will automatically update and supersede information contained in this prospectus
and any accompanying prospectus supplement.
We
incorporate by reference the documents listed below that we have previously filed with the SEC:
●
|
our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on May 29, 2020;
|
|
|
●
|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on June 24, 2020;
|
|
|
●
|
our
Current Reports on Form 8-K filed with the SEC on February 27, 2020, March 30, 2020, May 14, 2020 and June 12, 2020 (other
than any portions thereof deemed furnished and not filed); and
|
●
|
the
description of our common stock, par value $0.0001 per share, contained in our Form 8-A filed on August 12, 2013, including
any amendment or report filed for the purpose of updating such description.
|
All
reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of the initial registration statement and prior to effectiveness of the registration statement, and after the date of this prospectus
but before the termination of the offering of the securities hereunder will also be considered to be incorporated by reference
into this prospectus from the date of the filing of these reports and documents, and will supersede the information herein; provided,
however, that all reports, exhibits and other information that we “furnish” to the SEC will not be considered incorporated
by reference into this prospectus. We undertake to provide without charge to each person (including any beneficial owner) who
receives a copy of this prospectus, upon written or oral request, a copy of all of the preceding documents that are incorporated
by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may
request a copy of these materials in the manner set forth under the heading “Additional Information,” above.
2,777,778
Shares
Common
Stock
H.C.
Wainwright & Co.
February 10, 2021
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