UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 21, 2017
CANCER GENETICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-35817 |
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04-3462475 |
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(State or Other |
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(Commission |
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(IRS Employer |
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Jurisdiction of |
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File Number) |
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Identification No.) |
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Incorporation) |
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201 Route 17 North 2nd Floor, Rutherford, New Jersey 07070
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (201) 528-9200
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 21, 2017, the Board of Directors (the “Board”) of Cancer Genetics, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board to nine directors and appointed Dr. Thomas Widmann, age 69, to fill the newly created directorship effective immediately. Dr. Widmann will hold this position until the next annual meeting of the Company’s shareholders or until his successor is elected and qualified, subject to his earlier resignation or removal.
Dr. Thomas F. Widmann is a cardiologist and seasoned life sciences entrepreneur with more than 25 years of biotech experience, and also serves as a Venture Partner at Wellington Partners in Germany. In 1997, he co-founded Actelion Pharmaceuticals, Europe’s largest biopharmaceutical company. As Actelion’s first Chief Executive Officer and Vice Chairman of the Board, he established affiliates in North America, Europe, and Asia. Dr. Widmann has founded several other successful companies including, Hesperion Ltd, an international Contract Research Organization (CRO); Widmann Associates Ltd.; and Auraglobe Ltd., both life-science advisory companies. Previously, he spent nine years at Hoffmann-La Roche (HLR), Basel, leading the international cardiovascular development department, where he brought three cardiovascular drugs to the international markets. He spent six years at the University of California at San Diego (UCSD) as an assistant professor of Medicine. Dr. Widmann studied Medicine and Computer Science at the Universities of Heidelberg and Paris, and holds a Doctorate in Medicine from the University of Heidelberg. He earned his specialization in cardiology at the University of Geneva in Switzerland.
Dr. Widmann will participate in the Company’s standard non-employee director compensation plan, as described in the “Compensation of Directors” section of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 21, 2017, which disclosure is incorporated herein by reference.
There are no transactions between Dr. Widmann and the Company that would be reportable under Item 404(a) of Regulation S-K.
The Company will enter into an indemnification agreement with Dr. Widmann (the “Indemnification Agreement”), in the Company’s standard form which has been previously entered into by the Company with each of the Company’s directors and executive officers, the form of which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 30, 2011.
Item 7.01. Regulation FD.
On November 27, 2017, the Company issued a press release announcing the appointment of Dr. Widmann to its Board of Directors. A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
As described above, the following exhibit is furnished as part of this report:
Exhibit 99.1 — Press release, dated November 27, 2017.
SIGNATURE
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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CANCER GENETICS, INC. | |
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By: |
/s/ John A. Roberts |
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Name: |
John A. Roberts |
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Title: |
Chief Operating Officer and Executive Vice President, Finance |
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Date: November 27, 2017 |
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Cancer Genetics Appoints Renowned Biotech Entrepreneur Dr. Thomas F. Widmann to its Board of Directors
Founder of Multiple Successful Biotech Companies Including Actelion Pharmaceuticals, Sold to Johnson & Johnson for $30 Billion
RUTHERFORD, N.J. November 27, 2017 — Cancer Genetics, Inc. (Nasdaq: CGIX), a leader in enabling precision medicine for oncology through molecular markers and diagnostics, today announced the appointment of renowned biotech entrepreneur Thomas F. Widmann, MD to the Company’s Board of Directors.
“We have significantly enhanced our Board of Directors with the appointment of Dr. Widmann. His extensive clinical development and executive leadership experience across multiple functions in the life sciences industry will be invaluable for Cancer Genetics as we work to expand internationally and forge new industry partnerships. In particular, Dr. Widmann’s success co-founding and leading the international growth of Actelion Pharmaceuticals will provide a strong guide for CGI. We look forward to working closely with Dr. Widmann and gaining strategic insights on optimizing our business growth and advancing our portfolio as we continue establishing our company at the forefront of precision oncology.” said Panna Sharma, President and CEO of Cancer Genetics Inc.
Dr. Thomas F. Widmann is a cardiologist and seasoned life sciences entrepreneur with more than 25 years of biotech experience, and also serves as a Venture Partner at Wellington Partners in Germany. In 1997, he co-founded Actelion Pharmaceuticals, Europe’s largest biopharmaceutical company. As Actelion’s first Chief Executive Officer and Vice Chairman of the Board, he established affiliates in North America, Europe, and Asia. He was instrumental in Actelion’s highly successful IPO and secondary offering, which created the foundation for Actelion’s growth and profitability. Dr. Widmann has founded several other successful companies including, Hesperion Ltd, an international Contract Research Organization (CRO); Widmann Associates Ltd.; and Auraglobe Ltd., both life-science advisory companies. Previously, he spent nine years at Hoffmann-La Roche (HLR), Basel, leading the international cardiovascular development department, where he brought three cardiovascular drugs to the international markets. He spent six years at the University of California at San Diego (UCSD) as an assistant professor of Medicine. Dr. Widmann studied Medicine and Computer Science at the Universities of Heidelberg and Paris, and holds a Doctorate in Medicine from the University of Heidelberg. He earned his specialization in cardiology at the University of Geneva in Switzerland.
Dr. Widmann, commented, “Cancer Genetics is rapidly evolving into a provider of actionable molecular information to drive therapeutic decision-making and improve patient care through personalized medicine. With its unique, multi-dimensional clinical lab offerings and focus in molecular testing for precision oncology, the company is well-positioned to make a powerful impact on the biopharma space. I look forward to working closely with management and my fellow Board members to navigate and direct future clinical and corporate development initiatives leading to its success.”
Additional members of Cancer Genetics’ board include John Pappajohn (Non-executive Chairman), Edmund Cannon, Raju S.K. Chaganti, Ph.D., Geoffrey Harris, Howard McLeod, Pharm.D., Franklyn Prendergast, M.D., Ph.D., Panna Sharma (CEO and President), and Michael J. Welsh, MD.
ABOUT CANCER GENETICS
Cancer Genetics Inc. is a leader in enabling precision medicine in oncology from bench to bedside through the use of oncology biomarkers and molecular testing. CGI is developing a global footprint with locations in the US, India and China. We have established strong clinical research collaborations with major cancer centers such as Memorial Sloan Kettering, The Cleveland Clinic, Mayo Clinic, Keck School of Medicine at USC and the National Cancer Institute.
The Company offers a comprehensive range of laboratory services that provide critical genomic and biomarker information. Its state-of-the-art reference labs are CLIA-certified and CAP-accredited in the US and have licensure from several states including New York State.
For more information, please visit or follow CGI at:
Internet: www.cancergenetics.com
Twitter: @Cancer_Genetics
Facebook: www.facebook.com/CancerGenetics
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements pertaining to Cancer Genetics Inc.’s future expectations constitute forward-looking statements.
Any statements that are not historical fact (including, but not limited to, statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates”) should be considered to be forward-looking statements. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential products, risks of cancellation of customer contracts or discontinuance of trials, risks that anticipated benefits from acquisitions will not be realized, uncertainty in the results of clinical trials or regulatory approvals, need and ability to obtain future capital, maintenance of intellectual property rights and other risks discussed in the Cancer Genetics, Inc. Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the quarter ended September 30, 2017 along with other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Cancer Genetics, Inc. disclaims any obligation to update these forward-looking statements.
Contacts
Media Relations
Kirsten Thomas
508-280-6592
kthomas@theruthgroup.com
Investor Relations
Lee Roth / Robert Flamm
646-536-7012 / 7017
lroth@theruthgroup.com / rflamm@theruthgroup.com