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 24,
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
5.07 Submission of Matters to a Vote of Security
Holders.
On
March 24, 2021, CGI held a special meeting of its stockholders at
CGI’s facility located at 1214 Research Boulevard, Hummelstown, PA
17036 (the “Special Meeting”). As of February 8, 2021, the record
date for the Special Meeting, there were a total of 7,094,924
shares of CGI’s common stock (the “Common Stock”) outstanding and
entitled to vote at the Special Meeting. At the Special Meeting,
5,054,858 shares of Common Stock were present in person or by proxy
and, therefore, a quorum was present.
At
the Special Meeting, CGI’s stockholders, upon the unanimous
recommendation of the board of directors of CGI: (a) voted in favor
of the issuance of shares of Common Stock, warrants and options
pursuant to the Agreement and Plan of Merger and Reorganization,
dated as of August 21, 2020, as amended, with StemoniX; (b) voted
in favor of the amendment to the certificate of incorporation of
CGI effecting a reverse stock split of the issued and authorized
shares of Common Stock, at a ratio in the range from 1-for-2 to
1-for-10, with such specific ratio to be determined by the CGI
board; (c) voted to approve the Cancer Genetics, Inc. 2021 Equity
Incentive Plan and to authorize for issuance 4,500,000 shares of
Common Stock thereunder; and (d) voted to approve on an advisory
basis, the compensation that may be paid or become payable to CGI’s
named executive officers in connection with the merger. No vote was
taken on the fifth proposal, the proposal to adjourn the Special
Meeting, if necessary, for the purpose of soliciting additional
proxies to vote in favor of the proposals submitted at the Special
Meeting, because there were sufficient votes to approve such
proposals.
The
voting results for each item of business voted upon at the Special
Meeting were as follows:
Proposal 1 — Approval of the issuance of Common Stock pursuant to
the Merger Agreement
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
4,010,505 |
|
176,348 |
|
6,854 |
|
861,151 |
Proposal No. 2: Approval of the amendment to the certificate of
incorporation of CGI effecting a reverse stock split at a ratio in
the range from 1-for-2 to 1-for-10
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
4,786,722 |
|
258,563 |
|
9,573 |
|
0 |
Proposal No. 3: Approval of the Cancer Genetics, Inc. 2021 Equity
Incentive Plan and authorization to issue 4,500,000 shares of
Common Stock thereunder
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
3,824,490 |
|
360,641 |
|
8,576 |
|
861,151 |
Proposal No. 4: Approval on an advisory basis, the compensation
that may be paid or become payable to CGI’s named executive
officers in connection with the merger
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
3,932,283 |
|
249,116 |
|
12,308 |
|
861,151 |
Item
8.01 Other Events.
CGI
and StemoniX expect that the transactions contemplated by the
Merger Agreement, including the proposed merger, will be
consummated on or about March 30, 2021, subject to satisfaction of
the closing conditions set forth in the Definitive Proxy Statement
dated February 12, 2021.
Additional
Information about the Proposed Merger and Where to Find
It
In
connection with the proposed merger between StemoniX and CGI, CGI
has filed relevant materials with the Securities and Exchange
Commission, or the SEC, including a registration statement on Form
S-4 that has been filed and contained a proxy
statement/prospectus/information statement, and which registration
statement was declared effective on February 12, 2021. A definitive
proxy statement/prospectus/information statement was filed on
February 16, 2020, and was mailed to stockholders on February 16,
2021. INVESTORS AND SECURITY HOLDERS OF CGI AND STEMONIX ARE URGED
TO READ THESE MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT CGI, STEMONIX AND THE PROPOSED MERGER. The proxy
statement, prospectus and other relevant materials, 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: CGI Holdings, c/o
John A. Roberts, Chief Executive Officer, 201 Route 17 North 2nd
Floor, Rutherford, New Jersey 07070. Investors and security holders
are urged to read the proxy statement, prospectus 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
the proxy statement/prospectus 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 proxy statement/prospectus. 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 based upon CGI’s and
StemoniX’s current expectations. This communication 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 ability to obtain the
shareholder approval required to consummate the proposed merger
transaction and the timing of the closing of the proposed merger
transaction, including the risks that a condition to closing would
not be satisfied within the expected timeframe or at all or that
the closing of the proposed merger transaction will not occur; (ii)
the outcome of any legal proceedings that may be instituted against
the parties and others related to the Merger Agreement; (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;
and (v) those risks detailed in the proxy statement/prospectus.
Accordingly, you should not rely upon forward-looking statements as
predictions of future events. Neither CGI nor StemoniX can assure
you that the events and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual
results could differ materially from those projected in the
forward-looking statements. The forward-looking statements made in
this communication relate only to events as of the date on which
the statements are made. Except as required by applicable law or
regulation, CGI and StemoniX undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events.
Item
9.01 Financial Statements and Exhibits.
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. |
|
a
Delaware corporation |
|
(Registrant) |
|
|
|
Date:
March 25, 2021 |
By: |
/s/
John A. Roberts |
|
Name: |
John
A. Roberts |
|
Title: |
Chief
Executive Officer |
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