Item 1.01 Entry into a Material Definitive Agreement.
Common Stock Underwriting Agreement
On January 6, 2021, NeoGenomics, Inc. (the "Company"), in connection with an
offering by the Company of its common stock (the "Common Stock Offering"),
entered into an underwriting agreement (the "Common Stock Underwriting
Agreement") with BoA Securities, Inc., Morgan Stanley & Co. LLC, and Goldman
Sachs & Co. LLC, as representatives of the several underwriters named therein
(the "Underwriters"), relating to the issuance and sale of 4,081,632 shares of
the Company's common stock, $0.001 par value per share (the "Common Stock"). The
price to the public in this offering was $49.00 per share and the Underwriters
purchased the shares from the Company at the public offering price, less
underwriting discounts and commissions of $2.45 per share. Under the terms of
the Common Stock Underwriting Agreement, the Company granted the Underwriters a
30-day option to purchase up to 612,244 additional shares of Common Stock at the
public offering price, less underwriting discounts and commissions. The
Underwriters exercised in full their option to purchase the additional shares on
January 7, 2021. The net proceeds to the Company from the Common Stock Offering
are expected to be approximately $218.3 million (including proceeds from the
Underwriters' exercise of their option to purchase additional shares), after
deducting underwriting discounts and commissions and estimated offering expenses
payable by the Company.
A copy of the Common Stock Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report and is incorporated herein by reference. The foregoing
description of the terms of the Common Stock Underwriting Agreement is qualified
in its entirety by the Common Stock Underwriting Agreement.
Convertible Notes Underwriting Agreement
On January 6, 2021, the Company, in connection with an offering by the Company
(the "Convertible Notes Offering" and together with the Common Stock Offering,
the "Offerings") of its 0.25% convertible senior notes due 2028 (the "Notes"),
entered into an underwriting agreement (the "Convertible Notes Underwriting
Agreement" and together with the Common Stock Underwriting Agreement, the
"Underwriting Agreements") with the Underwriters pursuant to which the Company
agreed to issue and sell a total of $300.0 million aggregate principal amount of
its Notes to the Underwriters. In addition, pursuant to the Convertible Notes
Underwriting Agreement, the Underwriters were granted an option, exercisable
within 30 days, to purchase up to an additional $45.0 million aggregate
principal amount of the Notes on the same terms and conditions solely to cover
over-allotments with respect to the Convertible Notes Offering. The Underwriters
exercised in full their option to purchase the additional principal amount of
Notes on January 7, 2021. The Notes were priced to investors in the Convertible
Notes Offering at 100% of their principal amount, and the Underwriters purchased
the Notes from the Company pursuant to the Convertible Notes Underwriting
Agreement at a price of 97% of their principal amount. The net proceeds to the
Company from the Convertible Notes Offering are expected to be approximately
$334.5 million (including proceeds from the Underwriters' exercise of their
option to purchase the additional principal amounts of Notes), after deducting
underwriting discounts and commissions and estimated offering expenses payable
by the Company. The Company used a portion of the net proceeds from the
Offerings to enter into capped call transactions (as described below under the
heading "Capped Call Transactions").
A copy of the Convertible Notes Underwriting Agreement is filed as Exhibit 1.2
to this Current Report and is incorporated herein by reference. The foregoing
description of the terms of the Convertible Notes Underwriting Agreement is
qualified in its entirety by the Convertible Notes Underwriting Agreement.
General
Copies of the Underwriting Agreements have been included to provide security
holders with information regarding their terms. They are not intended to provide
any other factual information about the Company. The representations, warranties
and covenants contained in each Underwriting Agreement were made solely for
purposes of the applicable Offering and as of specific dates, were solely for
the benefit of the parties to the applicable Underwriting Agreement, may be
subject to limitations agreed upon by the contracting parties, and may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to security holders. Security holders are not
third-party beneficiaries under either Underwriting Agreement and should not
rely on the representations, warranties, and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the
Company. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Underwriting
Agreements, which subsequent information may or may not be fully reflected in
the Company's public disclosures.
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The Underwriters and certain of their affiliates are full service financial
institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment
management, investment research, principal investment, hedging, financing and
brokerage activities. The Underwriters and certain of their affiliates have,
from time to time, performed, currently are performing, and may in the future
perform, various commercial and investment banking and financial advisory
services for the Company and its affiliates, for which they received or will
receive customary fees and expenses.
Indenture for the Notes
On January 11, 2021, the Company entered into an Indenture (the "Indenture")
with U.S. Bank National Association, as trustee (the "Trustee"), governing the
Notes.
The Notes bear interest at a rate of 0.25% per annum, payable semi-annually in
arrears on January 15 and July 15 of each year, beginning on July 15, 2021. The
Notes mature on January 15, 2028, unless earlier repurchased or converted.
Noteholders may convert their Notes at their option prior to the close of
business on the business day immediately preceding September 15, 2017, only in
the following circumstances: (1) during any calendar quarter commencing after
the calendar quarter ending on June 30, 2021 (and only during such calendar
quarter), if the last reported sale price of the Common Stock for at least 20
trading days (whether or not consecutive) during a period of 30 consecutive
trading days ending on, and including, the last trading day of the immediately
preceding calendar quarter is greater than or equal to 130% of the conversion
price on each applicable trading day; (2) during the five business day period
after any five consecutive trading day period in which the trading price per
$1,000 principal amount of Notes for each trading day of the measurement period
was less than 98% of the product of the last reported sale price of the
Company's Common Stock and the conversion rate on each such trading day; (3) if
the Company calls any or all of the Notes for redemption, at any time prior to
the close of business on the scheduled trading day immediately preceding the
redemption date; or (4) upon the occurrence of specified corporate events. On or
after September 15, 2027 until the close of business on the business day
immediately preceding the maturity date, noteholders may convert their Notes at
any time, regardless of the foregoing circumstances.
The conversion rate will initially be 15.1172 shares of the Common Stock per
$1,000 principal amount of Notes (equivalent to an initial conversion price of
approximately $66.15 per share of Common Stock). The conversion rate will be
subject to adjustment in certain events but will not be adjusted for accrued and
unpaid interest. In addition, if a "make-whole fundamental change" (as defined
in the Indenture) occurs or if the Company calls any Notes for redemption, then
the Company will in certain circumstances increase the conversion rate for a
specified period of time for holders who convert their notes in connection with
such fundamental change or during the related redemption period.
The Company may not redeem the Notes prior to January 20, 2025. The Company may
redeem for cash all or any portion of the Notes, at its option, on or after
January 20, 2025 if the last reported sale price of its Common Stock has been at
least 130% of the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and including, the
trading day immediately preceding the date of notice by the Company of
redemption at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date. No sinking fund is provided for the Notes.
If the Company undergoes a "fundamental change" (as defined in Indenture), then
noteholders may require the Company to repurchase their Notes at a cash
repurchase price equal to the principal amount of the Notes to be repurchased,
plus accrued and unpaid interest, if any, to, but excluding, the fundamental
change repurchase date.
The Notes are the Company's senior, unsecured obligations and will be equal in
right of payment with its existing and future senior, unsecured indebtedness,
including its 1.25% convertible senior notes due 2025, senior in right of
. . .
Item 2.03 Creation of Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K
under the heading "Indenture for the Notes" and "Capped Call Transactions" is
incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On January 6, 2021, the Company announced the pricing of its underwritten public
offering of 4.1 million shares of its Common Stock at a public offering price of
$49.00 per share and an underwritten public offering of $300 million aggregate
principal amount of 0.25% Convertible Senior Notes due 2028. A copy of this
press release is furnished as Exhibit 99.1 hereto and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated January 6, 2021 , among the Company and BofA
Securities, Inc., Morgan Stanley & Co. LLC, and Goldman Sachs & Co. LLC, as
representatives of the several underwriters named therein related to the Common
Stock.
1.2 Underwriting Agreement, dated January 6, 2021, among the Company and BofA
Securities, Inc., Morgan Stanley & Co. LLC, and Goldman Sachs & Co. LLC, as
representatives of the several underwriters named therein related to the Notes.
4.1 Indenture, dated January 11, 2021, by and between the Company and U.S. Bank
National Association, as Trustee.
4.2 Form of 0.25% Senior Convertible Notes Due 2028 (included in Exhibit 4.1) .
5.1 Opinion of Snell & Wilmer L.L.P. related to the Common Stock.
5.2 Opinion of Snell & Wilmer L.L.P. related to the Notes.
10.1 Form of Capped Call Confirmation.
23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1).
23.2 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.2).
99.1 Press Release of NeoGenomics, Inc. dated January 6 , 202 1 .
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