Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.20.4
Subsequent Events
12 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
The Company has evaluated subsequent events through the issuance of these Consolidated Financial Statements. Based on this evaluation, it was determined that no subsequent events occurred, other than the items noted below, that require recognition or disclosure on the Consolidated Financial Statements.
Common Stock Offering
On January 6, 2021, the Company, in connection with an offering of its common stock (the “2021 Common Stock Offering”), entered into an underwriting agreement relating to the issuance and sale of 4,081,632 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The price to the public in this offering was $49.00 per share and the
underwriters purchased the shares from the Company at the public offering price, less underwriting discounts and commissions of $2.45 per share. Under the terms of the 2021 Common Stock Offering underwriting agreement, the Company granted the underwriters a 30-day option to purchase up to 612,244 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. The underwriters exercised in full their option to purchase the additional shares on January 7, 2021. The net proceeds to the Company from the 2021 Common Stock Offering were approximately $218.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
Convertible Notes Offering
On January 6, 2021, the Company, in connection with an offering by the Company (the “2028 Convertible Notes Offering” and together with the 2021 Common Stock Offering, the “Offerings”) of its 0.25% convertible senior notes due 2028 (the “2028 Convertible Notes”), entered into an underwriting agreement (the “Convertible Notes Underwriting Agreement” and together with the Common Stock Underwriting Agreement, the “Underwriting Agreements”) with the underwriters pursuant to which the Company agreed to issue and sell a total of $300 million aggregate principal amount of its 2028 Convertible Notes to the Underwriters. In addition, pursuant to the Convertible Notes Underwriting Agreement, the underwriters were granted an option, exercisable within 30 days, to purchase up to an additional $45 million aggregate principal amount of the 2028 Convertible Notes on the same terms and conditions solely to cover over-allotments with respect to the 2028 Convertible Notes Offering. The Underwriters exercised in full their option to purchase the additional principal amount of 2028 Convertible Notes on January 7, 2021. The 2028 Convertible Notes were priced to investors in the 2028 Convertible Notes Offering at 100% of their principal amount, and the Underwriters purchased the 2028 Convertible Notes from the Company pursuant to the Convertible Notes Underwriting Agreement at a price of 97% of their principal amount. The net proceeds to the Company from the 2028 Convertible Notes Offering were approximately $334.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company used $29.3 million of the net proceeds from the Offerings to enter into capped call transactions, as described below.
Capped Call Transactions
In connection with the 2028 Convertible Notes Offering, on January 11, 2021, the Company entered into privately negotiated capped call transactions (collectively, the “Capped Call Transactions”) with the option counterparties pursuant to capped call confirmations (each a “Confirmation”). The Capped Call Transactions are intended to reduce the potential dilution to the Company's common stock upon any conversion of the 2028 Convertible Notes and/or offset some or all of any cash payments and/or delivery of common shares the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $85.75 per share, which represents a premium of 75% over the public offering price of the Common Stock in the 2021 Common Stock Offering, which was $49.00 per share, and is subject to certain adjustments under the terms of the Capped Call Transactions.
Line of Credit with Non-Consolidated Affiliate
In May 2020, the Company and Inivata entered into a line of credit agreement. In January 2021, the $15 million Line of Credit, in its entirety, was drawn by Inivata and has a maturity date of December 1, 2025. The Line of Credit bears interest at 0% per annum and the unpaid principal balance is payable on January 1, 2026. See Note 8. Investment in Non-Consolidated Affiliate, for more information on the Line of Credit.
CEO Succession
On February 24, 2021, the Company announced that Mr. Douglas M. VanOort, its Chairman of the Board and Chief Executive Officer, will retire and transition to become executive chairman of the Company's Board of Directors on April 19, 2021 as part of a deliberate succession planning process. Mr. Mark Mallon will become NeoGenomics' Chief Executive Officer and will join the Company's Board of Directors at that time.