8-K: Current report filing
Published on January 13, 2011
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)
January
10, 2011
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
(Address
of principal executive offices)
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33913
(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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Between January 10, 2011 and January
12, 2011, NeoGenomics, Inc., a Nevada corporation (the “Company”), entered
into subscription agreements (the “Subscription
Agreements”) with certain investors (the “Investors”) pursuant
to which the Company has sold to the Investors an aggregate of 2,001,667 shares
(the “Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a
price of $1.50 per share (the “Common Stock
Financing”). In connection with the Common Stock Financing,
the Company also entered into registration rights agreements with the
Investors.
The Investors include, among others,
(i) the Douglas M. VanOort Living Trust (of which Douglas VanOort, Chief
Executive Officer and Chairman of the Company’s Board of Directors, is
affiliated), (ii) the Steven and Carisa Jones Defined Benefit Pension Plan &
Trust (of which Steven Jones, Executive Vice President – Finance and
a director of the Company, is affiliated), (iii) The George A. Cardoza Family
Trust (of which George Cardoza, the Company’s Chief Financial Officer, is
affiliated), (iv) Mark W. Smits (who is the Company’s Vice President of Sales
and Marketing), and (v) Kevin C. Johnson (who is a director of the
Company).
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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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 the Investors was based on Section 4(2) of the
Securities Act.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Not
applicable
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(b)
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Not
applicable
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(c)
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Not
applicable
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(d)
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Exhibits.
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99.1
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Press
Released issued by NeoGenomics, Inc. on January 12,
2011
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- 2 -
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/
Jerome J. Dvonch
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Jerome
J. Dvonch
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Principal
Accounting Officer
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Date:
January 13, 2011
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- 3 -
Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press
Released issued by NeoGenomics, Inc. on January 12,
2011
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- 4 -