8-K: Current report filing
Published on June 7, 2007
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) of the
SECURITIES
EXCHANGE ACT OF 1934
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Date
of
Report (Date of earliest event reported):
May
30, 2007
NeoGenomics,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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333-72097
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74-2897368
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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12701
Commonwealth Drive, Suite 9, Fort Myers, Florida
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33913
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(Address
of principal executive offices)
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(Zip
code)
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(239)
768-0600
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Registrant’s
telephone number, including area code
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Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM
3.02 Unregistered Sales of Equity Securities
During
the
period from May 31, 2007 to June 6, 2007, NeoGenomics Inc., a Nevada
Corporation, (the “Company”) sold 2.67 million restricted shares of common stock
, par value $0.01 per share, in a private equity transaction with accredited
investors. The shares of common stock were priced at $1.50 and
resulted in the company receiving gross proceeds of $4.0
million. After estimated transaction costs the company will receive
net proceeds of $3.75 million. In connection with this the company
granted piggyback rights. The company will issue 98,417 to Noble
International Investment Inc. at $1.50 per share. In addition the company
will
also issue 250,000 warrants at $1.50 per share to Steven Jones Acting Principal
Financial Officer, for his role in the fund
raising process.
ITEM
5.02 Departures of Directors or Principal Offices; Elections of Directors;
Appointment of Principal Officers
On
May 30, 2007 a majority of the
existing shareholders of the company voted to elect Robert Gasparini, George
O’Leary, Steven Jones, Peter Peterson and Michael Dent for another term. A
majority of the existing shareholders of the company have also elected Mr.
William J. Robison and Dr. Marvin E. Jaffe to join the Company’s Board of
Directors.
Mr.
Robison, who is retired, spent his entire 41 year career with Pfizer,
Inc. At Pfizer, he rose through the ranks of the sales organization
and became Senior Vice President of Pfizer Labs in 1986. In 1990, he
became General Manager of Pratt Pharmaceuticals, a then new division of the
U.S.
Pharmaceuticals Group, and in 1992 he became the President of the Consumer
Health Care Group. In 1996 he became a member of Pfizer’s Corporate
Management Committee and was promoted to the position of Executive Vice
President and head of Worldwide Corporate Employee Resources. Mr.
Robison retired from Pfizer in 2001 and currently serves as a consultant
and
board member to various companies. Mr. Robison is a board member and
an executive committee member of the USO of Metropolitan New York,
Inc. He is also on the board of directors of the Northeast Louisiana
University foundation, a member of the Human Resources Roundtable Group,
the
Pharmaceutical Human Resource Council, the Personnel Round Table, and on
the
Employee Relations Steering Committee for The Business Round
Table.
Dr.
Jaffe,
who is also retired, spent his entire working career in the pharmaceutical
industry and has been responsible for the pre-clinical and clinical development
of new drugs and biologics in nearly every therapeutic area. He
began his career at Merck & Co and spent 18 years with Merck, rising to the
position of Senior Vice-President of Medical Affairs. After leaving
Merck, Dr. Jaffe became the founding President of the R.W. Johnson
Pharmaceutical Research Institute (PRI), a Johnson & Johnson
Company. PRI was established for the purpose of providing
globally integrated research and development support to several companies
within
the J&J pharmaceutical sector including Ortho Pharmaceutical, McNeil
Pharmaceutical, Ortho Biotech and Cilag. Dr. Jaffe retired from
Johnson & Johnson in 1994 and currently serves as a consultant and board
member to various companies in the biopharmaceutical and biotechnology
industries. He is currently a Director of Immunomedics,
Inc. He was also on the Boards of Genetic Therapy, Inc., Vernalis
Group, plc., Celltech Group, plc. and Matrix Pharmaceuticals which were acquired
by other companies. He is on the Scientific Advisory Boards of Health
Care Ventures, Endpoint Merchant Group, Newron Pharmaceuticals and PenWest
Pharmaceuticals .
ITEM
8.01 Other Events
On
June 7, 2007 NeoGenomics issued a
press release related to the above events. A copy of the press
release is attached hereto as exhibit 99.1.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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NEOGENOMICS,INC.
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Date: June
7, 2007
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By: /s/
Robert Gasparini
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Name: Robert
Gasparini
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Its:
President
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