Form: S-3ASR

Automatic shelf registration statement of securities of well-known seasoned issuers

January 5, 2021

Exhibit 25.1

_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

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) image1a.jpg
_______________________________________________________

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)

Richard Krupske
U.S. Bank National Association
1420 Fifth Ave, Seattle, WA 98101
(206) 340-4750
(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)







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 September 30, 2020 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 Seattle, State of Washington on the 5th Day of January, 2021.

                        By:    /s/Richard Krupske    
                            Richard Krupske
Vice President


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Exhibit 2

image1formt-11.jpg



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Exhibit 3

image2formt-11.jpg



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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: January 5, 2021

By:    /s/Richard Krupske    
Richard Krupske
Vice President





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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 09/30/2020

($000’s)

09/30/2020
Assets
Cash and Balances Due From Depository Institutions $ 43,891,940 
Securities 132,530,990 
Federal Funds 898 
Loans & Lease Financing Receivables 307,196,612 
Fixed Assets 7,598,340 
Intangible Assets 15,549,045 
Other Assets 26,728,893 
Total Assets $ 530,496,718 
Liabilities
Deposits $ 426,766,411 
Fed Funds 1,460,030 
Treasury Demand Notes — 
Trading Liabilities 859,917 
Other Borrowed Money 29,719,033 
Acceptances — 
Subordinated Notes and Debentures 3,850,000 
Other Liabilities 14,732,819 
Total Liabilities $ 477,388,210 
Equity
Common and Preferred Stock $ 18,200 
Surplus 14,266,915 
Undivided Profits 38,022,958 
Minority Interest in Subsidiaries 800,435 
Total Equity Capital $ 53,108,508 
Total Liabilities and Equity Capital $ 530,496,718 
    
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