Form: 8-K

Current report filing

December 11, 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)
December 11, 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 GE Medical Systems Information Technologies, Inc. (“GE Info Tech”) intends to offer for sale in an underwritten secondary offering 10,835,145 shares of common stock of the Company pursuant to a shelf registration statement the Company has filed with the Securities and Exchange Commission (the “SEC”). NeoGenomics, Inc. will not offer any newly issued shares or receive any proceeds from the sale of shares by GE Info Tech in the offering. A copy of this press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

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.
 
(a)
Not applicable
(b)
Not applicable
(c)
Not applicable
(d)
Exhibits
99.1         Press Release of NeoGenomics, Inc. dated December 11, 2018.

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
 
December 11, 2018