8-K: Current report filing
Published on January 13, 2020
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
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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 ☐
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| Item 1.01 | Entry into a Definitive Agreement. |
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On January 10, 2020, NeoGenomics Laboratories, Inc. (“NeoGenomics Labs”), a wholly-owned subsidiary of NeoGenomics, Inc. (“NeoGenomics”, the “Company”) and Human Longevity, Inc. (“HLI”) entered into an Asset Purchase Agreement (“APA”) pursuant to which NeoGenomics Labs acquired substantially all the assets of the oncology division of HLI for $37 million in cash. The APA contains representations, warranties, covenants and agreements that the Company believes are customary for transactions of this type.
The forgoing description of the terms of the APA does not purport to be complete and is qualified in its entirety by reference to the provisions of such agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
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The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 2.01.
| Item 8.01 | Other Events. | ||||
On January 10, 2020, the Company issued a press release announcing the acquisition of the oncology division of HLI.
A copy of the press release is furnished herewith as Exhibit 99.1 to the Current Report on Form 8-K.
| Item 9.01 | Exhibits. | ||||
(d) Exhibits.
2.1 Asset Purchase Agreement, dated January 10, 2020, by and among Human Longevity, Inc. and NeoGenomics Laboratories, Inc.
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. |
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By: |
/s/ Douglas M. VanOort | |||||||
| Douglas M. VanOort | ||||||||
| Chairman and Chief Executive Officer | ||||||||
| January 13, 2020 | ||||||||