CANCER GENETICS, INC. (NASDAQ:CGIX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On June 30, 2018, Cancer Genetics, Inc. (the “Company”) and certain wholly-owned subsidiaries of the Company, as borrowers or as guarantors, as applicable, entered into the Joinder and Modification No. 2 to Loan and Security Agreement (the “Modification”), amending the Loan and Security Agreement, dated as of March 22, 2017, as amended by the Conditional Waiver and Modification No. 1 to Loan and Security Agreement (the “Waiver”) dated as of May 14, 2018, among the Company, certain of its wholly-owned subsidiaries and Partners for Growth IV, L.P. (“PFG”) (as subsequently amended from time to time, the “Amended Loan Agreement”).
The Modification, among other things, adjusts certain financial covenants in the Amended Loan Agreement, including minimum adjusted EBITDA, minimum revenue and minimum liquidity covenants, effects the joinder to the Amended Loan Agreement of vivoPharm Pty Ltd and its wholly-owned subsidiaries, acquired by the Company in August 2017, and extends the Waiver’s deadline for the Company to raise $2,500,000 from the sale of its equity securities or the issuance of subordinated debt from June 30, 2018 to July 16, 2018. The Amended Loan Agreement is an interest-only term loan in the principal amount of $6.0 million, bears interest at the rate of 11.5% per annum and matures on March 22, 2020.
In addition, as contemplated by the Waiver, on June 30, 2018, the Company entered into an Omnibus Warrant Amendment (the “Warrant Amendment”), amending the warrants to purchase an aggregate of 443,262 shares of the Company’s common stock issued to PFG and its designees on March 22, 2017 (the “PFG Warrants”). The Warrant Amendment reduces the exercise price of the PFG Warrants to $0.92.
The foregoing description of the Modification, the Warrant Amendment and the Amended Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment and the Warrant Amendment, which are attached as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Report is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
As described above, the following exhibit is furnished as part of this report:
Exhibit 4.1 — Omnibus Warrant Amendment to Warrant Issued to Lenders, dated as of June 30, 2018.
Exhibit 10.1 — Joinder and Modification No. 2 to Loan and Security Agreement with Partners for Growth IV, L.P., dated as of June 30, 2018.
CANCER GENETICS, INC ExhibitEX-4.1 2 ex4-1.htm Exhibit 4.1 Cancer Genetics,…To view the full exhibit click here
About CANCER GENETICS, INC. (NASDAQ:CGIX)
Cancer Genetics, Inc. is engaged in the field of personalized medicine, enabling precision medicine in the field of oncology through its diagnostic products and services, and molecular markers. The Company develops, commercializes and provides molecular- and biomarker-based tests and services that enable physicians to personalize the clinical management of each individual patient by providing genomic information to diagnose, monitor and inform cancer treatment, and enable biopharmaceutical companies engaged in oncology trials to select candidate populations and manage adverse drug reactions by providing information regarding genomic factors influencing subject responses to therapeutics. It has a range of disease-focused oncology testing portfolio. Its molecular- and biomarker-based diagnostic services are provided for three sectors: cancer centers and hospitals, biotechnology and biopharmaceutical companies, and the research community.
