8-K: Current report filing
Published on April 28, 2008
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
Date of
Report (Date of earliest event reported):
April
28, 2008
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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1
ITEM
1.01 ENTRY
INTO DEFINITIVE MATERIAL AGREEMENT.
On April
23, 2008, NeoGenomics, Inc., a Nevada corporation (the “Company”) entered
into a Settlement Agreement and Release (the “Settlement
Agreement”) with Accupath Diagnostics, Inc., d/b/a US Labs (“US Labs”), Robert
Gasparini, an individual, Gary Roche, an individual and Douglas White, an
individual (Messrs. Gasparini, Roche and White, together with the Company, are
collectively referred to herein as the “Defendants” and
together with US Labs, the “Parties”) whereby the
Parties agreed to finally settle and to resolve all claims asserted in and
arising out of that certain lawsuit filed by US Labs against the Defendants in
the Los Angeles Superior Court on October 26, 2006, entitled Accupath
Diagnostics Laboratories, Inc. v. NeoGenomics, Inc., et al., Case No BC 360985
(the “Lawsuit”).
Pursuant
to the Settlement Agreement, the Defendants shall deliver the gross sum of Five
Hundred Thousand Dollars ($500,000), Two Hundred Fifty Thousand Dollars
($250,000) of which shall be paid on or prior to May 1, 2008 with funds from the
Company’s insurance carrier and the balance of which shall be paid by the
Company on the last day of each month in equal installments of Thirty-One
Thousand Two Hundred Fifty Dollars ($31,250) commencing on May 31,
2008. There were no material non-monetary terms included in the
Settlement Agreement.
Furthermore,
the Parties agreed that a stipulated judgment may be entered by US Labs against
the Company in the event of Defendants’ non-payment default in the amount of
Five Hundred Thousand Dollars ($500,000) less the total amount of any settlement
payment already made to US Labs by Defendants at the time of the non-payment
default, plus interest at a rate of ten percent (10%) per annum and reasonable
attorney fees incurred by US Labs in connection with the filing, entry, or
enforcement of any such stipulated judgment, and collection of said
judgment. The Settlement Agreement is attached hereto as Exhibit
99.1.
ITEM
2.03 CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
See Item 1.01 herein
above.
ITEM
9.01 EXHIBITS.
(a) Not
Applicable.
(b) Not
Applicable.
(c) Not
Applicable.
(d) Exhibit
No. Description:
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Exhibit
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Description
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Location
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99.1
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Settlement
Agreement and Release, dated April 23, 2008, by and among the Company et
al. and Accupath Diagnostics, Inc., d/b/a US Labs
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Provided
herewith
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2
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: April
28, 2008
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By: /s/ Robert
Gasparini
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Name: Robert
Gasparini
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Its: President
and Principal Executive Officer
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3