8-K

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): October 22, 2013

CANCER GENETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35817	04-3462475
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 Route 17 North

2^nd Floor

Rutherford, NJ 07070

(Address of principal executive offices) (Zip Code)

(201) 528-9200

(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 8.01 Other Events.

On October 22, 2013, Cancer Genetics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as representative of the underwriters named on Schedule 1 thereto (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 2,858,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), to the Underwriters at a price of $14.00 per share, less underwriting discounts and commissions. Also pursuant to the Underwriting Agreement, the Underwriters have been granted a 45-day option to purchase up to 428,700 additional shares of Common Stock to cover over-allotments, if any. The sale to the Underwriters is expected to close on October 28, 2013, subject to customary closing conditions.

The shares of Common Stock will be issued pursuant to a registration statement on Form S-1 (Registration No. 333-191633) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on October 22, 2013.

The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, each director and executive officer of the Company has entered into an agreement with the Underwriters not to sell, transfer or otherwise dispose of securities of the Company during the 90-day period following the offering, subject to extension in certain circumstances. The Company is also restricted in its ability to sell securities during such 90-day period.

The net proceeds to the Company from the offering are expected to be approximately $36.6 million, after deducting the estimated underwriting discounts and commissions, and estimated offering expenses payable by the Company and assuming no exercise by the Underwriters of their over-allotment option to purchase additional shares of common stock. The Company intends to use the net proceeds from the offering for the following: to fund its joint venture with Mayo Foundation for Medical Education and Research; to hire additional sales and marketing personnel and increase sales and marketing activities; to fund further research and development, potential regulatory submissions, and the potential commercial launch of proprietary tests and potential collaborations; and for general corporate purposes and to fund ongoing operations and expansion of the business. The Company may also use a portion of the net proceeds from the offering to repay certain outstanding indebtedness.

The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated by reference herein. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.

On October 22, 2013, the Company issued a press release announcing the offering described above. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibit No.	Description.
	1.1	Form of Underwriting Agreement between Cancer Genetics, Inc. and Aegis Capital Corp., as representative of the several underwriters, filed as Exhibit 1.1 to Form S-1/A filed on October 21, 2013 (File No. 333-191633) and incorporated herein by reference
	99.1	Press Release dated October 22, 2013

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.

	CANCER GENETICS, INC.
Date: October 22, 2013	By:	/s/ Panna L. Sharma
		Name:	Panna L. Sharma
		Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Cancer Genetics Announces Pricing of Public Offering of

2,858,000 Shares of Common Stock

RUTHERFORD, NJ (October 22, 2013): Cancer Genetics, Inc. (NASDAQ: CGIX), a diagnostics company focused on developing genomic-based, oncology tests and services, today announced the pricing of its underwritten public offering of 2,858,000 shares of its common stock at a price to the public of $14.00 per share. The gross proceeds to Cancer Genetics from the public offering are expected to be $40 million, before underwriting discounts and commissions and other offering expenses payable by Cancer Genetics.

The Company intends to use the net proceeds from the offering to fund its Mayo Clinic joint venture, to expand sales and marketing, to continue research and development, and for general corporate purposes and to fund ongoing operations and expansion of the business. The Company may also use a portion of the net proceeds from the offering to repay certain outstanding indebtedness.

Cancer Genetics has also granted the representative of the underwriters a 45-day option to purchase up to 428,700 additional shares of common stock from Cancer Genetics to cover over-allotments, if any. The offering is expected to close on October 28, 2013, subject to customary closing conditions.

Aegis Capital Corp. is acting as sole book-running manager for the offering.

Feltl and Company, Inc., Cantor Fitzgerald & Co. and Dougherty & Company are acting as co-managers for the offering.

This offering is being made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained by contacting Aegis Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th Floor, New York, NY 10019, telephone: 212-813-1010, e-mail: prospectus@aegiscap.com.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on October 22, 2013. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cancer Genetics:

Cancer Genetics, Inc. is an emerging leader in DNA-based cancer diagnostics and services some of the most prestigious medical institutions in the world. Our tests target cancers that are difficult to diagnose and predict treatment outcomes. These cancers include hematological, urogenital and HPV-associated cancers. We also offer a comprehensive range of non-proprietary oncology-focused tests and laboratory services that provide critical genomic information to healthcare professionals as well as biopharma and biotech. Our state-of-the-art reference lab is focused entirely on maintaining clinical excellence and is both CLIA certified and CAP accredited and has licensure from several states including New York State. We have established strong research collaborations with major cancer centers such as Memorial Sloan-Kettering, The Cleveland Clinic, Mayo Clinic and the National Cancer Institute. For further information, please see www.cancergenetics.com.

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 future financial and/or operating results, future growth in research, technology, clinical development and potential opportunities for Cancer Genetics, Inc. products and services, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements. In addition, the offering is subject to market and other conditions and there can be no assurance as to the estimated proceeds from the offering and the anticipated use of proceeds from the offering. 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 also 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, uncertainty in the results of clinical trials or regulatory approvals, need and ability to obtain future capital, and maintenance of intellectual property rights and other risks discussed in the Company’s Form 10-Q for the quarter ended June 30, 2013 and other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Cancer Genetics disclaims any obligation to update these forward-looking statements.

Contact Information:

Investor Relations

RedChip Companies, Inc.

Jon Cunningham, 800-733-2447, ext. 107

jon@redchip.com

Source: Cancer Genetics, Inc.

Released October 22, 2013