NEOGENOMICS, INC. (NASDAQ:NEO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
NEOGENOMICS, INC. (NASDAQ:NEO) Files An 8-K Entry into a Material Definitive Agreement
On March 22, 2018, NeoGenomics Laboratories, Inc. (“NeoGenomics Laboratories”), as borrower, and NeoGenomics, Inc. ("Holdings") and certain of its subsidiaries, as guarantors (the “Guarantors”), entered into the First Amendment to the Credit Agreement (the "Amendment") with Regions Bank, as administrative agent and collateral agent, and the lenders party thereto. The initial agreement was entered into on December 22, 2016 and provided for a $75million revolving credit facility (the “Revolving Credit Facility”) and a $75million term loan facility (the “Term Loan Facility”).
The Amendment restates the definition of Consolidated EBITDA by providing for a one-time additional add-back for the fiscal quarter ended September 30, 2017 for loss of gross margin resulting from the impact of hurricanes on Holdings and its subsidiaries in such fiscal quarter. This is in addition to one-time costs that have already been added back to adjusted EBITDA. The Amendment further restates the definition of Consolidated Leverage Ratio to permit the ratio as of the end of any Fiscal Quarter of the Borrower to be greater than (i) for any fiscal quarter ending on or after March 31, 2017 to and including December 31, 2018, 3.75:1.0, (ii) for any fiscal quarter ending on or after March 31, 2019 to and including December 31, 2019, 3.50 to 1.0, (iii) for any fiscal quarter ending on or after March 31, 2020 to and including December 31, 2020, 3.25 to 1.0, and (iv) for any fiscal quarter ending on or after March 31, 2021 and thereafter, 3.00:1.0. This has the impact of increasing NeoGenomics Laboratories overall borrowing capacity from 2018 through 2020.
The foregoing description of the Amendment is qualified in its' entirety by reference to the full text of the document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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Item 1.01 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
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Item 1.01 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective March, 22, 2018, Dr. Maher Albitar, who will remain Chief Medical Officer and Director of Research and
Development, will be transitioning executive duties and all of his policy-making responsibilities to various other individuals within the Company. This change will allow him to focus on development of our advanced molecular capabilities, research, and product development.
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Item 1.01 |
Financial Statements and Exhibits. |
(d)Exhibit
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10.1 |
First Amendment to Credit Agreement by and among NeoGenomics Laboratories, Inc., NeoGenomics, Inc. and certain of its subsidiaries, the lenders party thereto and Regional Bank, as administrative agent. |
EXHIBIT INDEX
NEOGENOMICS INC ExhibitEX-10.1 2 exhibit101firstamendmentto.htm AMENDMENT TO THE CREDIT AGREEMENT Exhibit Exhibit 10.1FIRST AMENDMENT TO CREDIT AGREEMENTTHIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of March 22,…To view the full exhibit click here
About NEOGENOMICS, INC. (NASDAQ:NEO)
NeoGenomics, Inc. is an operator of a network of cancer-focused genetic testing laboratories. The Company operates in Laboratory Testing Segment. Its Laboratory Testing segment delivers testing services to hospitals, pathologists, oncologists, other clinicians and researchers. The Company offers testing services, which includes Cytogenetics testing, which is the study of normal and abnormal chromosomes and their relationship to disease; fluorescence in-situ hybridization (FISH) testing, which is a branch of cancer genetics that focuses on detecting and locating the presence or absence of specific deoxyribonucleic acid (DNA) sequences and genes on chromosomes; flow cytometry testing, which is a way to measure the characteristics of cell populations, and immunohistochemistry (IHC), and digital imaging, which is a process of localizing proteins in cells of a tissue section and relies on the principle of antibodies binding specifically to antigens in biological tissues.