CANCER GENETICS, INC. (NASDAQ:CGIX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On August 20, 2018, Cancer Genetics, Inc. (the “Company”) and certain wholly-owned subsidiaries of the Company, as borrowers or as guarantors, as applicable, entered into (i) a Waiver and Third Amendment to Amended and Restated Loan and Security Agreement (the “SVB Waiver”), amending the Amended and Restated Loan and Security Agreement, dated as of March 22, 2017, as amended by the Waiver and First Amendment to Amended and Restated Loan and Security Agreement dated as of May 14, 2018 and the Joinder and Second Amendment to Amended and Restated Loan and Security Agreement dated as of June 21, 2018, among the Company, certain of its wholly-owned subsidiaries and Silicon Valley Bank (“Bank”) (as subsequently amended from time to time, the “SVB Amended Loan Agreement”) and (ii) a Waiver and Modification No. 3 to Loan and Security Agreement (the “PFG Waiver” and, together with the SVB Waiver, the “Waivers”), 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 dated as of May 14, 2018 and the Joinder and Modification No. 2 to Loan and Security Agreement dated as of June 30, 2018, among the Company, certain of its wholly-owned subsidiaries and Partners for Growth IV, L.P. (“PFG” and, together with Bank, the “Lenders”) (as subsequently amended from time to time, the “PFG Amended Loan Agreement” and, together with the SVB Amended Loan Agreement, the “Amended Loan Agreements”).
The Waivers, among other things, (1) waive the Company’s violation of certain financial covenants in each of the Amended Loan Agreements, including minimum adjusted EBITDA and minimum liquidity covenants, as of May 31, 2018 and June 30, 2018, (2) prospectively waive the Company’s expected violation of such financial covenants as of July 31, 2018 and August 31, 2018, (3) waive the Company’s violation under each of the Amended Loan Agreements of a financing condition that was due by June 30, 2018 and (4) require the Company to enter into a binding and enforceable agreement satisfactory to each Lender by August 31, 2018 with respect to a merger or other business combination transaction between the Company and an unrelated third party satisfactory to each Lender. No assurance can be given that the Company will be able to satisfy the Lenders’ conditions.
The foregoing description of the SVB Waiver, the PFG Waiver and the Amended Loan Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the SVB Waiver and the PFG Waiver, which are attached hereto as Exhibits 10.1 and 10.2, 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 10.1 — Waiver and Third Amendment to Amended and Restated Loan and Security Agreement with Silicon Valley Bank, dated as of August 20, 2018.
Exhibit 10.2 — Waiver and Modification No. 3 to Loan and Security Agreement with Partners for Growth IV, L.P., dated as of August 20, 2018.
CANCER GENETICS, INC ExhibitEX-10.1 2 ex10-1.htm Exhibit 10.1 WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY agreement This Waiver and Third Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 20th day of August,…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.
