Item 1.01 Entry into a Material Definitive Agreement.




On May 4, 2021, NeoGenomics, Inc. (the "Company") entered into a Securities
Purchase Agreement (the "Purchase Agreement") with certain accredited investors
(the "Purchasers"), pursuant to which the Company agreed to sell and issue to
the Purchasers, in a private placement (the "Private Placement"), shares of
common stock of the Company, par value $0.001 per share (the "Common Stock").
The closing of the Private Placement is anticipated to occur in June 2021 (the
"Closing"), subject to the satisfaction of customary closing conditions and the
closing of the Company's acquisition of Inivata Limited, a private limited
company incorporated in England and Wales. The Company agreed to sell and issue
4,444,445 shares of Common Stock at a purchase price of $45.00 per share (the
"Shares") for aggregate gross proceeds to the Company of approximately $200
million, before deducting fees to the placement agents and other estimated
offering expenses payable by the Company. The Company will file a resale
registration statement with the Securities and Exchange Commission (the "SEC")
within 75 days following the closing of the Private Placement to register the
resale of the Shares. Cowen and Company, LLC is acting as lead placement agent
for the offering.
The foregoing summaries of the Private Placement, the Shares and the Purchase
Agreement do not purport to be complete and are qualified in their entirety by
reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.




To the extent required by Item 3.02 of Form 8-K, the information regarding the
Shares set forth under Item 1.01 of this Form 8-K is incorporated by reference
in this Item 3.02. The Company will issue the Shares in reliance on the
exemption from registration provided for under Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Securities Act"). The Company relied on this
exemption from registration for private placements based in part on the
representations made by the Purchasers, including the representations with
respect to each Purchaser's investment intent. The offer and sale of the Shares
have not been registered under the Securities Act.
Item 7.01   Regulation FD Disclosure.


On May 5, 2021, the Company issued a press release announcing the Private
Placement. A copy of the press release is attached hereto as Exhibit 99.1. The
information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, is being
furnished and shall not be deemed filed for purposes of Section 18 of the
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor will it be incorporated by reference in any
filing under the Securities Act or in any filing under the Exchange Act, except
as expressly set forth by specific reference in such filing.
Note Regarding Forward-Looking Statements
Certain information contained in Current Report on Form 8-K constitutes
forward-looking statements for purposes of the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. These forward looking
statements involve a number of risks and uncertainties that could cause actual
future results to differ materially from those anticipated in the
forward-looking statements as the result of the Company's ability to satisfy the
conditions to the closing of the transactions described above, as well as
additional factors discussed under the heading "Risk Factors" and elsewhere in
the Company's Annual Report on Form 10-K filed with the SEC on February 25,
2021.
These risks and uncertainties include risks relating to the Company's inability,
or the inability of the Purchasers, to satisfy the conditions to closing for the
Private Placement and those identified under the heading "Risk Factors" in the
Company's Annual Report on Form 10-K filed with the SEC on February 25, 2021 and
other filings the Company makes with the SEC. Because forward-looking statements
are inherently subject to risks and uncertainties, some of which cannot be
predicted or quantified and some of which are beyond the Company's control, you
should not rely on these forward-looking statements as predictions of future
events. The events and circumstances reflected in the Company's forward-looking
statements may not be achieved or occur and actual results could differ
materially from those projected in the forward-looking statements. Moreover, the
Company operates in an evolving environment.
New risk factors and uncertainties may emerge from time to time, and it is not
possible for management to predict all risk factors and uncertainties.
Forward-looking statements represent the Company's views only as of the date of
this Current Report on Form 8-K and should not be relied upon as representing
the Company's views as of any subsequent date. While the Company may elect to
update forward-looking statements at some point in the future, it does not
undertake any obligation to do so, except as required by law.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.
Exhibit No.               Description

10.1                        Securities Purchase Agreement, dated as of May

4, 2021, among NeoGenomics,


                          Inc. and each purchaser party thereto.
10.2                        Registration Rights Agreement, dated as of May

4, 2021, among NeoGenomics,


                          Inc. and each party thereto.
99.1                        Press Release of NeoGenomics, Inc. dated May 5,

2021.


104                       Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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