8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 26, 2012

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	005-54384	74-2897368
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
12701 Commonwealth Drive, Suite 9, Fort Myers, Florida		33913
(Address of principal executive offices)		(Zip Code)

(239) 768-0600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 26, 2012, NeoGenomics, Inc. (the “Company”), NeoGenomics Laboratories, Inc. (“NeoGenomics Laboratories” or the “Borrower”), a wholly-owned subsidiary of the Company, and CapitalSource Finance LLC (“Capital Source”), entered into a First Amendment to Amended and Restated Revolving Credit and Security Agreement (the “Amendment”). The Amendment amended the Amended and Restated Revolving Credit and Security Agreement dated April 26, 2010 among the Company, Borrower and Capital Source (the “Agreement”) to, among other things:

I.) Increase the maximum principal amount of the revolving credit facility (the “Facility Cap”) to $8.0 million from $5.0 million; provided, that the Borrower may request to increase the Facility Cap twice during the term of the Agreement in increments of $1.0 million to a maximum of $10,000,000;

II.) Extend the term of the Agreement to March 26, 2015;

III.) Revise the definition of “Minimum Termination Fee” to be:

a. 2.5% of the Facility Cap if the “Revolver Termination” (as defined in the Agreement) is at any time before March 26, 2013;

b. 1.5% of the Facility Cap if the Revolver Termination is after March 26, 2013 but before March 26, 2014;

c. 0.5% of the Facility Cap if the Revolver Termination is on or after March 26, 2014; and

d. That there shall be no Minimum Termination Fee if the Revolver Termination occurs within five (5) days of the end of the term.

IV.) Modify the definition of “Permitted Indebtedness” and “Fixed Charge Coverage Ratio”; and

V.) Amend Section 3.1 of the Agreement by deleting “the LIBOR shall be not less than 2.0%” and replacing it with “the LIBOR shall be not less than 1.0%”.

The Borrower also paid Capital Source a commitment fee of $80,000.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits.

99.1 Press Release of NeoGenomics, Inc. dated March 28, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEOGENOMICS, INC.
By:	/s/ George Cardoza
	George Cardoza
	Chief Financial Officer

Date: March 28, 2012

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Exhibit Index

Exhibit No.	Description
99.1	Press Release of NeoGenomics, Inc. dated March 28, 2012

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EX-99.1

EXHIBIT 99.1

NEOGENOMICS, INC

PRESS RELEASE

FOR IMMEDIATE RELEASE

NeoGenomics Announces Increase in the Maximum Availability

Under its Revolving Credit Facility

Ft. Myers, Florida – March 28, 2012 – NeoGenomics, Inc. (NASD OTC QB: NGNM) announced today that it had reached an agreement with CapitalSource Finance LLC to amend its revolving credit facility. The amendment increased the maximum availability of the facility from $5.0 million to $8.0 million based on eligible accounts receivable and gives the Company the right to request up to two additional $1.0 million increases in such availability in the future. The amendment also provides for a 1.0% per annum decrease in the overall interest rate based on current LIBOR rates and extends the term of the facility through March 26, 2015.

Douglas M. VanOort, Chairman and CEO, commented, “We are very pleased with this amendment as it reduces our interest rate and immediately increases our current cash availability by approximately $2.5 million. Our revenues are growing rapidly, and the resulting increases in accounts receivable are consuming greater amounts of working capital. This amended credit facility will allow us more flexibility with which to operate our business.”

About NeoGenomics, Inc.

NeoGenomics, Inc. is a high-complexity CLIA–certified clinical laboratory that specializes in cancer genetics diagnostic testing, the fastest growing segment of the laboratory industry. The company’s testing services include cytogenetics, fluorescence in-situ hybridization (FISH), flow cytometry, immunohistochemistry, anatomic pathology and molecular genetic testing.

Headquartered in Fort Myers, FL, NeoGenomics has labs in Nashville, TN, Irvine, CA, Tampa and Fort Myers, FL. NeoGenomics services the needs of pathologists, oncologists, other clinicians and hospitals throughout the United States. For additional information about NeoGenomics, visit http://www.neogenomics.com.

Interested parties can also access investor relations material from Hawk Associates at http://www.hawkassociates.com or neogenomics@hawk.com and from Zack’s Investment Research at http://www.zacks.com or scr@zacks.com.

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Forward Looking Statements

Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward-looking statements. 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, Actual results could differ materially from such statements expressed or implied herein. Factors that might cause such a difference include, among others, the company’s ability to continue gaining new customers, offer new types of tests, and otherwise implement its business plan. As a result, this press release should be read in conjunction with the company’s periodic filings with the SEC.

For further information, please contact:

NeoGenomics, Inc.	Hawk Associates, Inc.
Steven C. Jones	Ms. Julie Marshall
Director of Investor Relations	(305)-451-1888
(239) 325-2001	neogenomics@hawkassociates.com
sjones@neogenomics.com

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