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)
October 28, 2015
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
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001-35756 |
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74-2897368 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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12701 Commonwealth Drive, Suite 9, Fort Myers, Florida |
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33913 |
(Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. |
Other Events. |
On October 28, 2015, NeoGenomics, Inc. issued a press release announcing an amendment of the Strategic Alliance Agreement that it originally entered into with Covance Central Laboratory Services as of November 18, 2013. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided in this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as expressly set forth by specific reference in such a filing.
Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
The following exhibit relating to Item 8.01 shall be deemed to be furnished and not filed:
Exhibit No. |
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Description |
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99.1 |
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Press Release of NeoGenomics, Inc. dated October 28, 2015
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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.
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NEOGENOMICS, INC. |
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By: |
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/s/ George Cardoza |
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George Cardoza |
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Chief Financial Officer |
Date: October 29, 2015
Exhibit Index
Exhibit No.Description
99.1Press Release of NeoGenomics, Inc. dated October 28, 2015
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Exhibit 99.1
NEOGENOMICS, INC.
PRESS RELEASE
FOR IMMEDIATE RELEASE
NeoGenomics Amends Strategic Alliance Agreement with Covance Central Laboratory Services
Ft. Myers, Florida – October 28, 2015 - NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of cancer-focused genetic testing services, announced today an amended Strategic Alliance Agreement with Covance Central Laboratory Services.
The Strategic Alliance Agreement, originally executed on Nov. 18, 2013, established NeoGenomics and Covance as mutually exclusive partners for the provision of NeoGenomics’ specialty laboratory services, including certain anatomic pathology and histology testing, for Covance’s central laboratory customers. The amendment, which reflects the February 2015 merger of Covance and Laboratory Corporation of America® Holdings (LabCorp®) (NYSE: LH), will enable NeoGenomics to enter into strategic relationships and offer its services to other central laboratories and contract research organizations (CROs), and will allow Covance and LabCorp to offer integrated central laboratory services including specialty pathology testing provided by LabCorp.
NeoGenomics and Covance will continue to provide services for previously awarded studies, and Covance will maintain its Lab-Within-a-Lab (LWL) facility at NeoGenomics’ Fort Myers lab location to complete studies already in process. The agreement will remain in effect through the original five-year term, and NeoGenomics will remain a preferred provider for Covance for all services under the agreement, although the parties are no longer obligated to work together on future studies. As part of the amendment, Covance will pay NeoGenomics $2 million on November 9th.
“We have established a strong working relationship with Covance over the past two years. We look forward to jointly executing on the clinical trial projects that we have been awarded together, and are committed to provide outstanding service to our mutual pharmaceutical clients over the next several years.” said Douglas VanOort, NeoGenomics’ Chairman and Chief Executive Officer.
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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 laboratories in Nashville, TN, Irvine, Fresno and West Sacramento 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.
Forward Looking Statements
Certain information contained in this press release constitutes forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. 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 as the result of the Company’s ability to continue gaining new customers, offer new types of tests, close and integrate its acquisition of the Clarient business, and otherwise implement its business plan, 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 March 3, 2015 and its subsequently filed Quarterly Reports on Form 10-Q. As a result, this press release should be read in conjunction with the Company's periodic filings with the SEC. In addition, it is the Company’s practice to make information about the Company available by posting copies of its Company Overview Presentation from time to time on the Investor Relations section of its website at http://www.ir.neogenomics.com/.
Forward-looking statements represent the Company’s estimates only as of the date such statements are made (unless another date is indicated) and should not be relied upon as representing the Company’s estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if its estimates change.
For further information, please contact:
NeoGenomics, Inc.Hawk Associates, Inc.
Steven C. JonesMs. Julie Marshall
Director of Investor Relations(305) 451-1888
(239) 325-2001neogenomics@hawkassociates.com
sjones@neogenomics.com
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