8-K: Current report filing
Published on July 30, 2009
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)
July
24, 2009
NEOGENOMICS,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-72097
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74-2897368
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation)
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Identification
No.)
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12701
Commonwealth Drive, Suite 9, Fort Myers, Florida
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33913
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material
Definitive Agreement.
Strategic Supply
Agreement
On July 24, 2009, NeoGenomics
Laboratories, Inc. (“NeoGenomics
Laboratories”), a Florida corporation and the wholly-owned subsidiary of
NeoGenomics, Inc., a Nevada corporation (together with NeoGenomics Laboratories,
“NeoGenomics”),
and Abbott Molecular Inc., a Delaware corporation (“Abbott Molecular”),
entered into a Strategic Supply Agreement (the “Supply
Agreement”). The Supply Agreement, among other things,
provides for Abbott Molecular to supply materials with which NeoGenomics intends
to develop its own FISH (fluorescence in situ hybridization)-based
test for the diagnosis of malignant melanoma in skin biopsy specimens (excluding
subtyping) (the “Melanoma
LDT”).
Pursuant to the terms of the Supply
Agreement, Abbott Molecular has agreed to supply NeoGenomics with such of Abbott
Molecular’s analyte specific reagents (“ASRs”) that
NeoGenomics may request for the purpose of NeoGenomics’ evaluation and
determination as to which ASRs to include in its Melanoma LDT. Once
the ASRs have been identified by NeoGenomics, Abbott Molecular has agreed to
supply such ASRs (subject to certain limitations) to NeoGenomics. If
NeoGenomics identifies for inclusion in the Melanoma LDT one or more ASRs that
are not currently marketed or sold commercially by Abbott Molecular as
individual stand-alone products, then the Supply Agreement provides that Abbott
Molecular will supply such ASRs to NeoGenomics on an exclusive basis in the
United States and Puerto Rico (the “Exclusive ASRs”),
provided that Abbott Molecular may also supply such exclusive ASRs to certain of
its academic collaborators for research and limited clinical
purposes. Abbott Molecular’s obligation to supply the Exclusive ASRs
on an exclusive basis is subject to NeoGenomics meeting certain revenue
thresholds with respect to the Melanoma LDT. Except for the ASRs
supplied for evaluation purposes (which are to be supplied at no cost), the
Supply Agreement provides that the price of the ASRs supplied by Abbott
Molecular will include both a base and a premium component.
In the event that Abbott Molecular
obtains FDA approval for its own in vitro diagnostic test for aid in diagnosis
of malignant melanoma in skin biopsy specimens (excluding subtyping), the Supply
Agreement contemplates a means by which NeoGenomics may offer such FDA-approved
test to its customers instead of the Melanoma LDT.
Pursuant to the Supply Agreement,
Abbott Molecular also granted to NeoGenomics a first right to develop two
additional laboratory developed tests relating to certain specified disease
states using Abbott Molecular ASRs or other products.
The initial term of the Supply
Agreement expires on December 31, 2019. The Supply Agreement also contemplates
two year renewal terms under certain circumstances. The parties may
terminate the Supply Agreement prior to the expiration of the term under certain
circumstances.
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The Supply Agreement provides (subject
to certain limitations) that Abbott Molecular may convert the Supply Agreement
into a non-exclusive agreement or terminate the Supply Agreement if NeoGenomics
does not develop and launch the Melanoma LDT within six (6) months after the
date on which Abbott Molecular supplies ASRs (other than ASRs supplied for
evaluation purposes) to NeoGenomics.
Abbott Molecular may terminate the
Supply Agreement following a change of control involving NeoGenomics and certain
designated companies. In such event Abbott Molecular would pay to
NeoGenomics (or its successor) a termination payment based upon a pre-defined
formula.
Common Stock Purchase
Agreement and Registration Rights Agreement
On July 24, 2009, NeoGenomics, Inc.
entered into a Common Stock Purchase Agreement (the “Common Stock Purchase
Agreement”) with Abbott Laboratories, an Illinois corporation (“Abbott”), and
consummated the issuance and sale to Abbott, for an aggregate purchase price of
$4,767,000, of 3,500,000 shares of common stock, $0.001 par value per share (the
“Shares”). Pursuant
to the terms of the Common Stock Purchase Agreement, Abbott is prohibited from
selling or otherwise transferring the Shares until January 20,
2010.
On July 24, 2009, NeoGenomics, Inc. and
Abbott also entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) that, among other things, grants certain demand and piggyback
registration rights to Abbott with respect to the Shares.
The foregoing descriptions of the
Common Stock Purchase Agreement and the Registration Rights Agreement do not
purport to be complete and are qualified in their entirety by reference to such
agreements, copies of which are filed as exhibits to this report.
Item
3.02. Unregistered Sales of
Equity Securities.
The information set forth in Item 1.01
above regarding the Shares is hereby incorporated by reference in this Item
3.02. Exemption from registration under the Securities Act of 1933,
as amended (the “Securities Act”), for
the sale of the Shares to Abbott was based on Section 4(2) of the
Securities Act.
Item
9.01. Financial Statements
and Exhibits.
(a) Not
applicable
(b) Not
applicable
(c) Not
applicable
(d) Exhibits.
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10.1
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Common
Stock Purchase Agreement dated July 24, 2009 between NeoGenomics, Inc. and
Abbott Laboratories
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10.2
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Registration
Rights Agreement dated July 24, 2009 between NeoGenomics, Inc. and Abbott
Laboratories
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99.1
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Press
release issued by NeoGenomics on July 24,
2009
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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.
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NEOGENOMICS,
INC.
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By:
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/s/Robert Gasparini
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Robert
Gasparini
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President
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Date:
July 30, 2009
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Exhibit
Index
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Exhibit No.
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Description
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10.1
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Common
Stock Purchase Agreement dated July 24, 2009 between NeoGenomics, Inc. and
Abbott Laboratories
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10.2
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Registration
Rights Agreement dated July 24, 2009 between NeoGenomics, Inc. and Abbott
Laboratories
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99.1
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Press
release issued by NeoGenomics on July 24,
2009
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