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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

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U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota			55402
(Address of principal executive offices)			(Zip Code)

Paula Oswald

U.S. Bank National Association

633 West Fifth Street, 24^th Floor, Los Angeles, CA 90071

(213) 615-6043

(Name, address and telephone number of agent for service)

NEOGENOMICS, INC.

(Issuer with respect to the Securities)

Nevada			74-2897368
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

12701 Commonwealth Drive, Suite 9 Fort Myers, FL			33913
(Address of Principal Executive Offices)			(Zip Code)

Debt Securities

(Title of the Indenture Securities)

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FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

          Comptroller of the Currency

          Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

         Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

         None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

        

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2019 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

         

        * Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

        ** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

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SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 29th Day of April, 2020.

             By: /s/Paula Oswald 

              Paula Oswald

Vice President

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Exhibit 2

4

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Exhibit 3

5

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Exhibit 6

CONSENT

        

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 29, 2020

By: /s/Paula Oswald 

Paula Oswald

Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2019

($000’s)

						12/31/2019
Assets
Cash and Balances Due From Depository Institutions						$	22,256,667
Securities						120,982,766
Federal Funds						881,341
Loans & Lease Financing Receivables						297,660,359
Fixed Assets						5,895,381
Intangible Assets						12,915,451
Other Assets						25,412,255
Total Assets						$	486,004,220
Liabilities
Deposits						$	374,303,872
Fed Funds						1,094,396
Treasury Demand Notes						—
Trading Liabilities						769,407
Other Borrowed Money						41,653,916
Acceptances						—
Subordinated Notes and Debentures						3,850,000
Other Liabilities						14,940,126
Total Liabilities						$	436,611,717
Equity
Common and Preferred Stock						$	18,200
Surplus						14,266,915
Undivided Profits						34,306,761
Minority Interest in Subsidiaries						800,627
Total Equity Capital						$	49,392,503
Total Liabilities and Equity Capital						$	486,004,220

        

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