NEOGENOMICS, INC. (NASDAQ:NEO) Files An 8-K Entry into a Material Definitive Agreement

On December 11, 2018, NeoGenomics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with GE Medical Systems Information Technologies, Inc. (the “Selling Stockholder”) and Morgan Stanley & Co. LLC (the “Underwriter”), relating to the sale of 10,835,145 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share by the Selling Stockholder to the Underwriter at a price of $12.00 per share (the “Offering”). The Company will not receive any proceeds from the sale of the Shares. Certain expenses related to the Offering will be payable by the Company. The Offering is expected to close on December 14, 2018, subject to the satisfaction of customary closing conditions.

The Offering is being made to a prospectus supplement, dated December 11, 2018, to the prospectus included in the Company’s registration statement on Form S-3 (File No. 333-228743), which was filed on December 11, 2018 and became effective upon filing.

The legal opinion, including the related consent, of Snell & Wilmer L.L.P. relating to the legality of the Shares is filed as Exhibit5.1to this Current Report on Form 8-K (“Current Report”) and is incorporated herein by reference and supersedes the Exhibit 5.1 filed with the Registration Statement on December 11, 2018.

The Underwriting Agreement contains customary representations, warranties, and agreements by the Company and also provides for customary indemnification by the Company. In addition, to the terms of the Underwriting Agreement, the Company and certain of its officers, directors and the Selling Stockholder have entered into “lock-up” agreements, subject to certain exceptions, with the Underwriters that generally prohibit the sale, transfer, or other disposition of securities of the Company for a period of 90 days (for the Company and the Selling Stockholder) and 75 days (for the Company’s officers and directors), from the date of the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.

On December 12, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

(d) Exhibits

1.1 Underwriting Agreement, dated December 11, 2018, among the Company, GE Medical Systems Information Technologies, Inc. and Morgan Stanley & Co. LLC

5.1 Opinion of Snell & Wilmer L.L.P.

23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)

99.1 Press Release of NeoGenomics, Inc. dated December 12, 2018

Exhibit Index

NEOGENOMICS INC Exhibit
EX-1.1 2 exhibit11underwritingagree.htm EXHIBIT 1.1 UNDERWRITING AGREEMENT Exhibit Exhibit 1.1        NeoGenomics,…
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.