On June 25, 2018, NeoGenomics Laboratories, Inc. (“NeoGenomics Laboratories”), as borrower, and NeoGenomics, Inc. (“Holdings”) and certain of its subsidiaries, as guarantors (the “Guarantors”), entered into the Second 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 provides for an additional term loan in the amount of $30 million, subject to the terms and conditions applicable to the original Term Loan except as specifically described in the Amendment. The Amendment also restates the definitions of Applicable Margin and Consolidated Leverage Ratio, as detailed within the Amendment and attached hereto. The Amendment also revised the mandatory prepayment clause related to excess cash flow to be calculated based on 75% of consolidated excess cash flow if the Consolidated Leverage Ratio is greater than or equal to 3.25.

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.

On June 25, 2018, Holdings redeemed the remaining 6,864,000 shares of its outstanding Series A Convertible Preferred Stock (the “Preferred Stock”) for an aggregate redemption amount of $50,095,481, prior to consideration of any transaction related expenses. Of the shares redeemed, 6,600,000 shares were originally issued to GE Medical Systems Information Technologies, Inc. in connection with NeoGenomics’ acquisition of Clarient, Inc. in December 2015 and an additional 264,000 shares were issued in December 2017 as a Paid-in-Kind dividend. The shares were redeemed at $7.30 per share, reflecting $7.16 per share, which is the applicable 4.5% redemption discount to the original liquidation preference, plus an additional $0.14 per share in respect of accrued and unpaid dividends for 2018. Following the redemption, no shares of Preferred Stock remain outstanding.

The Company also issued a press release announcing the facilities described in Item 1.01 herein and the redemption described above on June 25, 2018, a copy of which is attached as Exhibit 99.1 hereto.

(d)Exhibits

EXHIBIT INDEX

NEOGENOMICS INC Exhibit
EX-10.1 2 a101secondamendmenttocredi.htm EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT FACILITY Exhibit Exhibit 10.1SECOND AMENDMENT TO CREDIT AGREEMENTTHIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of June 21,…
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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.