NEOGENOMICS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Common Stock Underwriting Agreement OnApril 29, 2020 ,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") withMorgan Stanley & Co. LLC ,BofA Securities, Inc. , andSVB Leerink LLC , as representatives of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale of 4,400,000 shares of the Company's common stock,$0.001 par value per share (the "Common Stock"). The price to the public in this offering is$28.50 per share and the Underwriters have agreed to purchase the shares from the Company at the public offering price, less underwriting discounts and commission of$1.71 per share. Under the terms of the Common Stock Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 660,000 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from the Common Stock Offering are expected to be approximately$117.2 million , 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 OnApril 29, 2020 , 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 1.25% convertible senior notes due 2025 (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$175,000,000 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$26,250,000 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 Notes were priced to investors in the Convertible Notes Offering at 100% of their principal amount, and the Underwriters agreed to purchase the Notes from the Company pursuant to the Convertible Notes Underwriting Agreement at a price of 97.00% of their principal amount. The net proceeds to the Company from the Convertible Notes Offering are expected to be approximately$169.7 million , 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 repay borrowings under its existing Credit Agreement (as defined in Item 1.02 below). 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. 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
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OnMay 4, 2020 , the Company entered into an Indenture (the "Indenture"), withU.S. Bank National Association , as trustee (the "Trustee"), governing the Notes. The Notes bear interest at a rate of 1.25% per annum, payable semi-annually in arrears onMay 1 andNovember 1 of each year, beginning onNovember 1, 2020 . The Notes mature onMay 1, 2025 , unless earlier repurchased or converted. Noteholders may convert their Notes at their option prior to the close of business on the business day immediately precedingFebruary 1, 2025 , only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending onSeptember 30, 2020 (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 afterFebruary 1, 2025 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 27.5198 shares of the Company's common stock per$1,000 principal amount of Notes (equivalent to an initial conversion price of approximately$36.34 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 toMay 6, 2023 . The Company may redeem for cash all or any portion of the notes, at its option, on or afterMay 6, 2023 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, senior in right of payment to its existing and future indebtedness that is expressly subordinated to the Notes and effectively junior to its existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The Notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of its subsidiaries. A copy of the Indenture is attached as Exhibit 4.1 and is incorporated herein by reference into this Item 1.01. The above description is qualified in its entirety by reference to such exhibits.Short Sale Shares Pursuant to the Common Stock Underwriting Agreement, the Underwriters of the Common Stock Offering also offered and sold 1,065,000 shares of the Company's common stock borrowed from third parties (the "Short Sale"), and used the resulting short position to facilitate hedging transactions by some of the purchasers of the Notes. The Company paid the Underwriters a fee of$0.57 per share for each share of its common stock sold by the Underwriters in the Short Sale. The Convertible Notes Offering and the Short Sale were contingent upon one another. Item 1.02 Termination of a Material Definitive Agreement.
Simultaneously with the closing of the Offerings, on
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As of
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" is incorporated by reference into this Item 2.03. Item 8.01 Other Events.
On
(d) Exhibits.
1.1 Underwriting Agreement, dated April 29, 2020 , among the Company and Morgan Stanley
& Co. LLC , BofA Securities, Inc. , and SVB Leerink LLC , as representatives of the
several underwriters named therein related to the Common Stock.
1.2 Underwriting Agreement, dated April 29, 2020 , among the Company and Morgan Stanley
& Co. LLC , BofA Securities, Inc. , and SVB Leerink LLC , as representatives of the
several underwriters named therein related to the Convertible Notes.
4.1 Indenture, dated May 4, 2020 , by and between the Company and U.S. Bank National
Association , as Trustee.
4.2 Form of 1.25% Senior Convertible Note Due 2025 (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.
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 April 30, 2020 .© Edgar Online, source
