CANCER GENETICS,INC. (NASDAQ:CGIX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On December8, 2017, Cancer Genetics,Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreement”) with certain institutional and accredited investors for the sale by the Company of 3,500,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase 3,500,000 shares of Common Stock (the “Warrants”), at a purchase price of $2.00 per Common Share and related Warrant. The aggregate gross proceeds from the sale of the Common Shares and Warrants will be $7.0 million. Subject to certain ownership limitations, the Warrants will be initially exercisable commencing six months from the issuance date and ending 18 months from the issuance date, at an exercise price equal to $2.35 per share of Common Stock, subject to adjustments as provided under the terms of the Warrants. The closing of the sales of these securities under the Purchase Agreement is expected to occur on or about December12, 2017.
The net proceeds to the Company from the offering, after deducting the placement agent’s fees and expenses, the Company’s estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants, are expected to be approximately $6.4 million. The Company intends to use the net proceeds from the offering for general corporate purposes.
The Common Shares, the Warrants and the shares issuable upon exercise of the Warrants (the “Warrant Shares”) were offered and sold by the Company to an effective shelf registration statement on FormS-3, which was filed with the Securities and Exchange Commission (the “SEC”) on May25, 2017 and subsequently declared effective on June5, 2017 (File No.333-218229) (the “Registration Statement”), and the base prospectus dated as of June5, 2017 contained therein. The Company will file a prospectus supplement and the accompanying base prospectus with the SEC in connection with the sale of the Common Shares, the Warrants, the Warrant Shares, the Wainwright Warrants (as defined below) and the shares of Common Stock issuable upon the exercise of the Wainwright Warrants.
The representations, warranties and covenants contained in the Purchase Agreement were made for the benefit of the parties to the Purchase Agreement. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Company also entered into an engagement letter (the “Engagement Letter”) with H.C. Wainwright& Co., LLC (“Wainwright”), to which Wainwright agreed to serve as exclusive placement agent for the issuance and sale of the Common Shares and Warrants. The Company has agreed to pay Wainwright an aggregate fee equal to 7% of the gross proceeds received by the Company from the sale of the securities in the offering. to the Engagement Letter, the Company also agreed to grant to Wainwright or its designees warrants to purchase up to 5% of the aggregate number of shares sold in the offering (the “Wainwright Warrants”). The Engagement Letter has a twelve month tail period, indemnity and other customary provisions for transactions of this nature. The Wainwright Warrants have substantially the same terms as the Warrants, except that the Wainwright Warrants have an exercise price equal to $2.50. The
