8-K: Current report filing
Published on April 7, 2021
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)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 8.01 | Other Events. | ||||
On April 7, 2021, NeoGenomics, Inc. (“NeoGenomics”, the “Company”), through its wholly-owned subsidiary NeoGenomics Bioinformatics, Inc., completed its acquisition of Intervention Insights, Inc. d/b/a Trapelo Health (“Trapelo”), an Information Technology company focused on precision oncology. Pursuant to the terms of the merger agreement relating to the transaction, the Company agreed to register for resale the shares of common stock issued to equityholders of Trapelo in the transaction. Accordingly, the Company has filed with the Securities and Exchange Commission a prospectus supplement dated April 7, 2021 (the “Prospectus Supplement”) to the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-231608).
In connection with the Prospectus Supplement, the Company is filing the opinion of its counsel, Snell & Wilmer L.L.P., regarding the legality of the securities being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Exhibits. | ||||
(d) Exhibits.
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/ Kathryn B. McKenzie | |||||||
| Kathryn B. McKenzie | ||||||||
| Chief Financial Officer | ||||||||
| April 7, 2021 | ||||||||