UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 15,
2021
CANCER
GENETICS, INC.
(Exact
Name of Company as Specified in its Charter)
Delaware |
|
001-35817 |
|
04-3462475 |
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
201
Route 17 North 2nd Floor, Rutherford, New Jersey
07070
(Address
of Principal Executive Offices) (Zip Code)
Company’s
telephone number, including area code (201)
528-9200
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under
any of the following provisions (see General Instruction
A.2. below):
[X] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
|
[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Indicate
by check mark whether the Company is an emerging growth company as
defined by Rule 405 of the Securities Act of 1933 (17 §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging
growth company [ ]
If an
emerging growth company, indicate by check mark if the Company has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
[ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
CGIX |
|
The
Nasdaq Capital Market |
Item
8.01 Other Events.
StemoniX Shareholder Approval of Merger
Agreement
Effective
March 15, 2021, the shareholders of StemoniX, Inc. (“StemoniX”),
acting by written action in lieu of a special meeting of the
shareholders, approved the Agreement and Plan of Merger and
Reorganization dated August 21, 2020, as amended on February 8,
2021 and February 26, 2021 (the “Merger Agreement”) with Cancer
Genetics, Inc. (“CGI”) and CGI Acquisition, Inc., a wholly owned
subsidiary of CGI (“Merger Sub”), whereby Merger Sub will be merged
with and into StemoniX, with StemoniX surviving the merger as a
wholly-owned subsidiary of CGI (the “Merger”), subject to approval
by CGI’s shareholders and satisfaction of other closing
conditions.
In
the same written action described above, the shareholders of
StemoniX approved the exercise of the drag-along rights contained
in the Fifth Amended and Restated Shareholder Agreement of StemoniX
(the “Shareholder Agreement”) to compel the remaining shareholders
of StemoniX who are a party to the Shareholder Agreement to vote
their shares in favor of the Merger and execute all other documents
required to be executed by the shareholders in connection with the
Merger.
StemoniX Convertible Note Offering
On
March 12, 2021, StemoniX completed its offering of Convertible
Promissory Notes (the “Convertible Notes”). As of March 12, 2021,
StemoniX had outstanding $12,673,134 in principal amount of
Convertible Notes, plus $418,154 in accrued interest. The
Convertible Notes are convertible into StemoniX common stock based
on the lesser of (i) a percent of the then-fair market value per
share of StemoniX common stock and (ii) a per share price
reflecting a pre-money, fully-diluted StemoniX valuation of
$57,000,000, assuming conversion or exercise of all outstanding
StemoniX securities convertible or exercisable for equity
securities (other than the Convertible Notes or any other
convertible promissory notes issued after the date of the
Convertible Notes) and the exercise of all outstanding options and
warrants to purchase equity securities of StemoniX, calculated as
of immediately prior to their conversion. The Convertible Notes
will be converted into shares of StemoniX common stock immediately
prior to the Merger.
StemoniX Series C Preferred Stock Offering
As
previously reported, on January 28, 2021, StemoniX entered into a
stock purchase agreement (the “Series C Preferred Stock Purchase
Agreement”) with two institutional accredited investors pursuant to
which StemoniX agreed to issue shares of its Series C Convertible
Preferred Stock (the “Series C Preferred Stock”). Also as
previously reported, one of those investors determined thereafter
to acquire a $3 million StemoniX Convertible Note in lieu of
investing the same amount in Series C Preferred Stock. On February
18, 2021, StemoniX and the remaining investor committed to issuing
and purchasing, respectively, $2 million of Series C Preferred
Stock and, in light of the consummation of CGI’s other financing
activities, amended and restated the Series C Preferred Stock
Purchase Agreement to provide that only $2 million of Series C
Preferred Stock would be issued in the aggregate.
On
March 15, 2021, StemoniX and the remaining institutional investor
closed the purchase and sale of Series C Preferred Stock as
contemplated under the Series C Preferred Stock Purchase
Agreement.
Additional
Information about the Proposed Merger and Where to Find
It
In
connection with the proposed merger between CGI and StemoniX, CGI
has filed relevant materials with the SEC, including a registration
statement on Form S-4, as amended, that contains a proxy
statement/prospectus/information statement. INVESTORS AND SECURITY
HOLDERS OF CGI AND STEMONIX ARE URGED TO READ THESE MATERIALS (AS
WELL AS AMENDMENTS AND SUPPLEMENTS THERETO AND ANY DOCUMENTS
INCORPORATED BY REFERENCE THEREIN) WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CGI, STEMONIX
AND THE PROPOSED MERGER. The proxy statement/prospectus/information
statement and other relevant materials (when they become
available), and any other documents filed by CGI with the SEC, may
be obtained free of charge at the SEC website at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by CGI by directing a written
request to: Cancer Genetics, Inc., c/o John A. Roberts, Chief
Executive Officer, 201 Route 17 North 2nd Floor, Rutherford, NJ
07070. Investors and security holders are urged to read the
Registration Statement and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed merger.
This
report shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in connection with the proposed merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants
in the Solicitation
CGI
and its directors and executive officers and StemoniX and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of CGI in
connection with the proposed transaction under the rules of the
SEC. Information about the directors and executive officers of CGI
and their ownership of shares of CGI’s common stock is set forth in
its Annual Report on Form 10-K for the year ended December 31,
2019, which was filed with the SEC on May 29, 2020, and in
subsequent documents filed and to be filed with the SEC, including
the Registration Statement referred to above. Additional
information regarding the persons who may be deemed participants in
the proxy solicitations and a description of their direct and
indirect interests in the proposed merger, by security holdings or
otherwise, are included in the Registration Statement and other
relevant materials to be filed with the SEC when they become
available. These documents are available free of charge at the SEC
web site (www.sec.gov) and from the Chief Executive Officer at CGI
at the address described above.
Forward-Looking
Statements
This
report contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. CGI and
StemoniX generally identify forward-looking statements by
terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these terms or other similar words.
These statements are only predictions. CGI and StemoniX have based
these forward-looking statements largely on their then-current
expectations and projections about future events and financial
trends as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond each of CGI’s and StemoniX’s control. CGI’s and
StemoniX’s actual results could differ materially from those stated
or implied in forward-looking statements due to a number of
factors, including but not limited to: (i) risks associated with
CGI’s and StemoniX’s ability to obtain the approval of Nasdaq for
continued listing and listing after the merger, and the shareholder
approvals required to consummate the proposed merger transaction
and the timing of the closing of the proposed merger transaction,
including the risks that a condition to closing would not be
satisfied within the expected timeframe or at all or that the
closing of the proposed merger transaction will not occur; (ii) the
outcome of any legal proceedings that may be instituted against the
parties and others related to the Merger Agreement relating to the
merger; (iii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the Merger Agreement, (iv) unanticipated difficulties or
expenditures relating to the proposed merger transaction, the
response of business partners and competitors to the announcement
of the proposed merger transaction, and/or potential difficulties
in employee retention as a result of the announcement and pendency
of the proposed merger transaction; (v) volatility and uncertainty
in the financial markets and general economic conditions, which
could have an adverse impact on CGI and/or StemoniX, and (vi) those
risks detailed in CGI’s most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q, and its registration statement on
Form S-4, as amended, and subsequent reports filed with the SEC, as
well as other documents that may be filed by CGI from time to time
with the SEC. Accordingly, you should not rely upon forward-looking
statements as predictions of future events. Neither CGI nor
StemoniX can assure you that the events and circumstances reflected
in the forward-looking statements will be achieved or occur, and
actual results could differ materially from those projected in the
forward-looking statements. The forward-looking statements made in
this communication relate only to events as of the date on which
the statements are made. Except as required by applicable law or
regulation, CGI and StemoniX undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Cancer
Genetics, Inc. |
March
16, 2021 |
|
|
By: |
/s/
John A. Roberts |
|
Name: |
John
A. Roberts |
|
Title: |
President
and Chief Executive Officer |
Cancer Genetics (NASDAQ:CGIX)
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