Item 1.01 Entry into a Material Definitive Agreement.
On February 10, 2021, Cancer Genetics, Inc. a Delaware corporation (the
"Company"), entered into a Securities Purchase Agreement, dated February 10,
2021 (the "Securities Purchase Agreement"), with certain institutional investors
(the "Purchasers"), pursuant to which the Company issued and sold to the
Purchasers an aggregate of 2,777,778 shares (the "Shares") of the Company's
common stock, $0.0001 par value per share ("Common Stock") in a registered
direct offering (the "Offering") at an offering price of $6.30 per Share for
gross proceeds of approximately $17.5 million.
The net proceeds to the Company from the Offering are expected to be
approximately $15.8 million, after deducting placement agent fees and expenses
and estimated offering expenses payable by the Company. The Company intends to
use the net proceeds from the offering for general corporate purposes, including
working capital and capital expenditures. The Offering closed on February 16,
2021.
H.C. Wainwright & Co., LLC ("Wainwright") acted as the exclusive placement agent
for the Offering. Pursuant to an Engagement Agreement (the "Engagement
Agreement") dated September 18, 2020 between the Company and Wainwright, as
amended, the Company paid Wainwright a cash fee equal to 7% of the gross
proceeds of the Offering and a management fee equal to 1% of the gross proceeds
of the Offering, and paid Wainwright a non-accountable expense allowance of
$25,000, $50,000 for out-of-pocket expenses for legal fees and other expenses
and $12,900 for the clearing expenses. Additionally, the Company issued to
Wainwright, or its designees, warrants to purchase up to an aggregate of 166,667
shares of Common Stock, equal to 6.0% of the aggregate number of Shares sold in
the Offering (the "Wainwright Warrants"). The Wainwright Warrants are
exercisable immediately, expire on February 10, 2026 and have an exercise price
of $6.93 per share (equal to 110% of the offering price per Share).
The Securities Purchase Agreement contains customary representations, warranties
and covenants by the Company, customary conditions to closing, indemnification
obligations of the Company and the Purchasers, other obligations of the parties
and termination provisions. The representations, warranties and covenants
contained in the Securities Purchase Agreement were made only for purposes of
such agreements and as of specific dates, were solely for the benefit of the
parties to such agreements, and may be subject to limitations agreed upon by the
contracting parties.
The Wainwright Warrants, and the shares of Common Stock issuable upon the
exercise of the Wainwright Warrants have not been registered under the
Securities Act of 1933, as amended, and were offered pursuant to the exemption
from registration provided in Section 4(a)(2) under the Securities Act of 1933,
as amended, and Rule 506(b) promulgated thereunder.
The foregoing description of the material terms of the Securities Purchase
Agreement, the Engagement Agreement, and the Wainwright Warrants is not complete
and is qualified in its entirety by reference to the full text of the Securities
Purchase Agreement, the Engagement Agreement, and the Wainwright Warrants,
copies of which are filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K
related to the Wainwright Warrants and the shares of Common Stock issuable upon
the exercise of the Wainwright Warrants is incorporated herein by reference.
Item 8.01 Other Events.
On February 10, 2021, the Company issued a press release announcing the pricing
of the Offering. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is hereby incorporated by reference herein.
On February 16, 2021, the Company issued press release announcing the closing of
the Offering. A copy of the press release is attached as Exhibit 99.2 to this
Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
4.1 Form of Wainwright Warrants dated February 16, 2021.
10.1 Form of Securities Purchase Agreement, dated February 10, 2021.
10.2 Form of Engagement Agreement, dated September 18, 2020, as
amended.
99.1 Press Release dated February 10, 2021.
99.2 Press Release dated February 16, 2021.
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