Cancer Genetics, Inc. (NasdaqCM:CGIX) entered into an agreement to acquire substantially all the assets and operations of Response Genetics, Inc (OTCPK:RGDX) for $13.8 million in cash and stock in a stalking horse transaction on August 9, 2015. Under the terms of the agreement the consideration includes payment of $7 million in cash and $7 million by issuing 0.79 million restricted shares of Cancer Genetics, Inc. for $8.63 per share and assumption of certain liabilities of Response Genetics. The stalking horse bid is subject to higher or better offers. An escrow payment of $0.5 million is immediately payable in the accounts of Pachulski Stang Ziehl & Jones and an additional $0.5 million is payable. Upon entry of the bankruptcy case approval, a payment of $0.12 million is payable to BDO. Upon the occurrence of certain events or defaults by Response Genetics, Cancer Genetics is entitled to terminate the asset purchase agreement and to receive a break-up fee in an amount equal to 4%, i.e. $0.56 million of the aggregate purchase price and reimbursement of up to $0.13 of its expenses in connection with the transaction.

The closing of the transaction is subject to a number of closing conditions including approval by the Delaware Bankruptcy Courts and regulatory approvals. As of August 14, 2015, the deal was amended and approved by the bankruptcy court. The date for finalizing the schedules is extended to August 17, 2015. On August 17, 2015, the date for finalizing the schedule is extended to August 20, 2015. On August 20, the parties agreed the schedule and exhibits and the deal is now fully binding. The court conducted sale hearing on October 1, 2015 and approved the transaction. The transaction is expected to close by October 9, 2015. Canaccord Genuity Inc. acted as financial advisor and Jeffrey N. Pomerantz, Ira D. Kharasch, James E. O'Neill and John W. Lucas of Pachulski Stang Ziehl & Jones LLP acted as legal advisor for Response Genetics, Inc. James A. Grayer of Kramer Levin Naftalis & Frankel LLP acted as legal advisor for Cancer Genetics, Inc. Hans Vitzthum of LifeSci Advisors, LLC acted as public relations advisor in the transaction. Janney Montgomery Scott acted as financial advisor to Cancer Genetics.

Cancer Genetics, Inc. (NasdaqCM:CGIX) completed the acquisition of substantially all the assets and operations of Response Genetics, Inc (OTCPK:RGDX) on October 9, 2015. Response Genetics' Vice President of operations, Alan Cheeks, will join the CGI management team. Majority of Response Genetics staff will join Cancer Genetics. The clinical operations will report to Alan Cheeks and Gary D. Zeger.