Form: 8-K

Current report filing

October 23, 2018

Documents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 23, 2018
 
 NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada
 
001-35756
 
74-2897368
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
12701 Commonwealth Drive, Suite 9, Fort Myers,
Florida
 
33913
(Address of principal executive offices)
 
(Zip Code)
(239) 768-0600
(Registrant’s telephone number, including area code)
 
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:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 7.01
 
Regulation FD Disclosure.
NeoGenomics, Inc. (the “Company”) today announced that it has entered into a material definitive agreement to acquire Genoptix, Inc., a leading clinical oncology laboratory specializing in hematology and solid tumor testing, based in Carlsbad, California. A copy of this press release is filed as Exhibit 99.1 hereto and incorporated herein by reference. In connection with this announcement, the Company has made available an Investor Presentation, which is attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated herein by reference. The Company presented this Investor Presentation during a scheduled web-cast and conference call to discuss the acquisition of Genoptix, Inc.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01.
 
Financial Statements and Exhibits.
(d)Exhibits 

 Exhibit Index



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
NEOGENOMICS, INC.
 
 
By:
 
/s/ Sharon A. Virag
 
 
Sharon A. Virag
 
 
Chief Financial Officer
 
 
October 23, 2018