10-Q/A: Quarterly report pursuant to Section 13 or 15(d)
Published on February 17, 2011
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
(Mark
One)
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended June 30, 2010.
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or
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£
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ______________ to
________________
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Commission
File Number: 333-72097
NEOGENOMICS,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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74-2897368
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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12701
Commonwealth Drive, Suite 9, Fort Myers,
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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)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes R No £
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes £ No £
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:
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Large
accelerated filer £
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Accelerated
filer £
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Non-accelerated
filer £
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Smaller
reporting company R
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(Do
not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £ No R
As of
August 9, 2010, the registrant had 37,380,224 shares of common stock, par value
$0.001 per share outstanding.
EXPLANATORY
NOTE
This Amendment No. 1 to Quarterly
Report on Form 10-Q/A (the “Amendment”) amends
the Quarterly Report on Form 10-Q (the “Original Filing”) of
NeoGenomics, Inc. (the “Company”) for the
quarter ended June 30, 2010, that was originally filed with the U.S. Securities
and Exchange Commission (“SEC”) on August 16,
2010. The Amendment is being filed in connection with a modification
to the Company’s confidential treatment request with respect to Exhibits 10.24,
10.35, 10.39, and 10.44. The Amendment revises the exhibit index included in
Part II, Item 6 of the Original Filing and revised redacted versions of Exhibits
10.24, 10.35, 10.39 and 10.44 are included as exhibits to the
Amendment.
In addition, as required by Rule 12b-15
under the Securities Exchange Act of 1934, as amended (“Exchange Act”), new
certifications by the Company’s principal executive officer and principal
financial officers are filed as exhibits hereto.
Except as described above, the
Amendment does not modify or update the disclosures presented in, or exhibits
to, the Original Filing in any way. Those sections of the Original Filing that
are unaffected by the Amendment are not included herein. The Amendment continues
to speak as of the date of the Original Filing. Furthermore, the Amendment does
not reflect events occurring after the filing of the Original Filing.
Accordingly, the Amendment should be read in conjunction with the Original
Filing, as well as the Company’s other filings made with the SEC pursuant to
Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the
Original Filing.
2
PART II –
OTHER INFORMATION
ITEM 6 — EXHIBITS
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EXHIBIT
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NO.
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DESCRIPTION
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10.24†
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Revolving
Credit and Security Agreement, dated February 1, 2008, by and between
NeoGenomics, Inc., a Nevada corporation, NeoGenomics, Inc., a
Florida corporation, and CapitalSource Finance LLC
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10.25*
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Employment
Agreement, dated March 12, 2008, between Neogenomics, Inc. and Mr. Robert
P. Gasparini
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10.26*
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Employment
Agreement, dated June 24, 2008, between Neogenomics, Inc. and Mr. Jerome
Dvonch
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10.27*
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Common
Stock Purchase Agreement, dated November 5, 2008, between Neogenomics,
Inc., a Nevada corporation, and Fusion Capital Fund II,
LLC
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10.32*
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Employment
Agreement, dated March 16, 2009 between Mr. Douglas M. VanOort and
NeoGenomics, Inc.
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10.35†
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Second Amendment
to Revolving Credit and Security Agreement, dated April 14,
2009, among NeoGenomics Laboratories, Inc., NeoGenomics, Inc., and
CapitalSource Finance LLC
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10.36*
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Common
Stock Purchase Agreement, dated July 24, 2009, between Neogenomics, Inc.
and Abbott Laboratories
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10.38*
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Employment
Letter dated July 22, 2009 between NeoGenomics, Inc. and Grant
Carlson
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10.39†
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Strategic
Supply Agreement dated July 24, 2009, between NeoGenomics Laboratories,
Inc. and Abbott Molecular Inc.
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10.41*
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Employment
Letter dated November 3, 2009 between NeoGenomics Laboratories, Inc. and
George Cardoza
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10.42*
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Employment
Letter dated November 3, 2009 between NeoGenomics Laboratories, Inc. and
Jack G. Spitz
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10.44†
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Amended
and Restated Revolving Credit and Security Agreement dated April 26, 2010
between NeoGenomics Laboratories, Inc., NeoGenomics, Inc., and
CapitalSource Finance LLC
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10.45
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Consulting
Agreement dated May 3, 2010 between NeoGenomics, Inc. and Steven C. Jones.
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2010)
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10.46
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Warrant
Agreement dated May 3, 2010 between NeoGenomics, Inc. and Steven C. Jones.
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2010)
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10.47*
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Offer
Letter between NeoGenomics Laboratories, Inc. and Marydawn Miller dated
June 16, 2010
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10.48
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Offer
Letter between NeoGenomics Laboratories, Inc. and Mark Smits dated
July 26, 2010 (Incorporated by reference to the Company's Current
Report on Form 8-K filed with the SEC on August 12,
2010)
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31.1**
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Certification
by Principal Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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31.2**
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Certification
by Principal Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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31.3**
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Certification
by Principal Accounting Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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32.1**
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Certification
by Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002
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†
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Provided
herewith. Portions of the exhibit have been omitted pursuant to a request
for confidential treatment pursuant to Rule 24b-2 promulgated under the
Securities Exchange Act of 1934, as amended. The omitted
information has been filed separately with the Securities and Exchange
Commission.
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*
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Previously
filed. Incorporated by reference to the Company’s Quarterly Report on Form
10-Q, as filed with the SEC on August 16, 2010.
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**
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Provided
herewith.
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3
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, thereunto duly
authorized.
| NEOGENOMICS, INC. | |||
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Date: February 17,
2011
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By:
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/s/ Douglas M. VanOort | |
| Name: Douglas M. VanOort | |||
| Title: Chairman and Chief Executive Officer | |||
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By:
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/s/ George Cardoza | ||
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Name: George
Cardoza
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Title: Chief Financial
Officer
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By:
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/s/ Jerome J. Dvonch | ||
| Name:Jerome J. Dvonch | |||
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Title:
Director of Finance and Principal Accounting
Officer
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