Item 8.01 Other Events.
On
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed Merger between CGIX and StemoniX, CGIX and
StemoniX intend to file relevant materials with the
This report shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed Merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
CGIX and its directors and executive officers and StemoniX and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of CGIX in connection with the proposed
transaction under the rules of the
Forward-Looking Statements
This report and the presentation attached hereto as Exhibit 99.1 contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. CGIX and StemoniX generally identify
forward-looking statements by terminology such as "may," "should," "expects,"
"plans," "anticipates," "could," "intends," "target," "projects,"
"contemplates," "believes," "estimates," "predicts," "potential" or "continue"
or the negative of these terms or other similar words. These statements are only
predictions. CGIX and StemoniX have based these forward-looking statements
largely on their then-current expectations and projections about future events
and financial trends as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and uncertainties,
many of which involve factors or circumstances that are beyond each of CGIX's
and StemoniX's control. CGIX's and StemoniX's actual results could differ
materially from those stated or implied in forward-looking statements due to a
number of factors, including but not limited to: (i) risks associated with
CGIX's and StemoniX's ability to obtain the shareholder approval required to
consummate the proposed merger transaction and the timing of the closing of the
proposed merger transaction, including the risks that a condition to closing
would not be satisfied within the expected timeframe or at all or that the
closing of the proposed merger transaction will not occur; (ii) the outcome of
any legal proceedings that may be instituted against the parties and others
related to the Merger Agreement relating to the Merger; (iii) the occurrence of
any event, change or other circumstance or condition that could give rise to the
termination of the Merger Agreement, (iv) unanticipated difficulties or
expenditures relating to the proposed merger transaction, the response of
business partners and competitors to the announcement of the proposed merger
transaction, and/or potential difficulties in employee retention as a result of
the announcement and pendency of the proposed merger transaction; (v) volatility
and uncertainty in the financial markets and general economic conditions, which
could have an adverse impact on CGIX and/or StemoniX, and (vi) those risks
detailed in CGIX's most recent Annual Report on Form 10-K and Quarterly Report
on Form 10-Q, and subsequent reports filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
As described above, the following exhibits are furnished as part of this report:
Exhibit 99.1 - Investor Presentation, dated
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