Item
1.01 Entry into a Material Definitive Agreement.
On
February 10, 2021, Cancer Genetics, Inc. a Delaware corporation (the “Company”), entered into a Securities
Purchase Agreement, dated February 10, 2021 (the “Securities Purchase Agreement”), with certain institutional
investors (the “Purchasers”), pursuant to which the Company issued and sold to the Purchasers an aggregate
of 2,777,778 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share
(“Common Stock”) in a registered direct offering (the “Offering”) at an offering
price of $6.30 per Share for gross proceeds of approximately $17.5 million.
The
net proceeds to the Company from the Offering are expected to be approximately $15.8 million, after deducting placement agent
fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the
offering for general corporate purposes, including working capital and capital expenditures. The Offering closed on February 16,
2021.
H.C.
Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the Offering. Pursuant
to an Engagement Agreement (the “Engagement Agreement”) dated September 18, 2020 between the Company
and Wainwright, as amended, the Company paid Wainwright a cash fee equal to 7% of the gross proceeds of the Offering and a management
fee equal to 1% of the gross proceeds of the Offering, and paid Wainwright a non-accountable expense allowance of $25,000, $50,000
for out-of-pocket expenses for legal fees and other expenses and $12,900 for the clearing expenses. Additionally, the Company
issued to Wainwright, or its designees, warrants to purchase up to an aggregate of 166,667 shares of Common Stock, equal to 6.0%
of the aggregate number of Shares sold in the Offering (the “Wainwright Warrants”). The Wainwright Warrants
are exercisable immediately, expire on February 10, 2026 and have an exercise price of $6.93 per share (equal to 110% of the offering
price per Share).
The
Securities Purchase Agreement contains customary representations, warranties and covenants by the Company, customary conditions
to closing, indemnification obligations of the Company and the Purchasers, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such
agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations
agreed upon by the contracting parties.
The
Wainwright Warrants, and the shares of Common Stock issuable upon the exercise of the Wainwright Warrants have not been registered
under the Securities Act of 1933, as amended, and were offered pursuant to the exemption from registration provided in Section
4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.
The
foregoing description of the material terms of the Securities Purchase Agreement, the Engagement Agreement, and the Wainwright
Warrants is not complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement,
the Engagement Agreement, and the Wainwright Warrants, copies of which are filed as Exhibits 10.1, 10.2, and 4.1, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.