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): March 17, 2014
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 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):
| ¨ | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Chief Financial Officer
On March 17, 2014, Cancer Genetics, Inc. (the “Company”) announced that Elizabeth Czerepak, Chief Financial Officer, will resign effective March 31, 2014. In connection with Ms. Czerepak’s resignation, the Company and Ms. Czerepak have entered into a separation agreement. The separation agreement provides for severance benefits of, among other things: (i) one year’s salary of $250,000 payable over a period of nine months; (ii) a lump sum payment equal to $125,000, and (iii) the vesting of all stock options held by her will be accelerated and the expiration date on her options will be extended until December 31, 2014. She will also receive (i) her annual bonus of $125,000 for fiscal 2013 and (ii) a bonus of $25,000 for the first quarter of 2014
Appointment of New Chief Financial Officer
On March 17, 2014, the Company announced the appointment of Edward J. Sitar, age 53, as the Company’s new Chief Financial Officer effective April 1, 2014.
Prior to joining us, from January 2013 to December 2013, Mr. Sitar served as Chief Financial Officer – New Business of Healthagen, an Aetna company. Prior to Healthagen, from August 2010 to January 2013, Mr. Sitar served as Executive Vice President and Chief Financial Officer of ActiveHealth Management, Inc.an Aetna company. From April 2001 to May 2010, he served as Executive Vice President and Chief Financial Officer of Cadent Holdings, Inc., a privately-held company that provided three-dimensional digital scanning services for dentists and orthodontists. From August 1998 to April 2001, Mr. Sitar served as Chief Financial Officer and Treasurer of MIM Corporation, now BioScrip, Inc., a publicly traded specialty pharmaceutical and pharmacy benefit management service provider. From May 1996 to August 1998, Mr. Sitar was the Vice President of Finance for VitalSigns, Inc., a publicly traded manufacturer and distributor of single use medical products. From June 1993 to April 1996, Mr. Sitar was the Controller of Zenith. From 1982 through July 1993, he was with Coopers & Lybrand, a public accounting firm. He holds a B.S. in accounting from the University of Scranton.
The Company and Mr. Sitar entered into an employment agreement that provides for Mr. Sitar’s appointment as Chief Financial Officer of the Company effective April 1, 2014. The employment agreement provides for, among other things, (i) an annual base salary of $260,000, and (ii) eligibility for an annual cash bonus of up to 33.33% of his base salary. Pursuant to the terms of the employment agreement and subject continued employment and the adoption of a new equity plan or amendment to increase the shares available for issuance under the Company’s current equity incentive plan, the Company granted Mr. Sitar an option to purchase 90,000 shares of the Company’s common stock and 10,000 restricted shares of common stock. The option is scheduled to vest over a period of five years from the grant date of April 1, 2014 in twenty equal quarterly installments commencing July 17, 2014. The restricted stock will vest three equal annual installments. The employment agreement has an initial term through March 31, 2015, and automatically renews for additional one-year terms.
The descriptions of the separation agreement and employment agreement are not complete and are qualified in their entirety by reference to the full text of such agreements, which will be filed as exhibits to the company’s annual report on Form 10-K.
| 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 March 17, 2014.
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. | ||
| By: | /s/ Panna Sharma | |
| Name: | Panna Sharma | |
| Title: | Chief Executive Officer | |
Date: March 18, 2014
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release, dated March 17, 2014. | |
Exhibit 99.1
Cancer Genetics Appoints Edward J. Sitar as Chief Financial Officer
Seasoned Financial Executive Will Support Company’s Continued Growth and Focus on Reimbursement and Payers
RUTHERFORD, NJ – March 17, 2014 – Cancer Genetics (NasdaqCM: CGIX), an emerging leader in DNA-based diagnostics, announced today that effective April 1, 2014, it has appointed Edward J. Sitar, CPA as Chief Financial Officer. Mr. Sitar will be responsible for all Corporate Finance and Accounting activities for Cancer Genetics.
Mr. Sitar was most recently the Chief Financial Officer of Healthagen, a subsidiary of Aetna Company that provides health and technology services to providers, payers, employers and consumers. At Healthagen he was responsible for leading new businesses out of the concept state to commercialization. Prior to that, he was the Executive VP and Chief Financial Officer of ActiveHealth Management, also a subsidiary of Aetna and a market leader in clinical decision support systems. From 2001 to 2010, he was the Executive VP and Chief Financial Officer of Cadent Holding where he led a $120 million financing that introduced new lead investors and lending sources. He also led the legal and regulatory function at Cadent and was actively involved in sales and marketing, operations and business plan development. From 1998 to 2001, he was the Chief Financial Officer of MIM Corporation (currently known as Bioscrip), a Nasdaq-listed decentralized pharmacy benefit management, specialty pharmacy, and e-commerce company. From 1996 to 1998, he was the VP of Finance for Nasdaq-listed Vital Signs, where he was responsible for the financial affairs and business systems and played a lead role in developing the a response to contracting with managed care and group purchasing organizations. Prior to that he was Controller for Zenith/Goldline Pharmaceutical. Mr. Sitar began his financial career at Coopers & Lybrand, where he spent more than 10 years, and became Senior Manager on the Emerging Business Service Team. He earned a Bachelor of Science degree in Accounting, graduating Summa Cum Laude from the University of Scranton, and is a Certified Public Accountant.
“Ed’s significant experience and insight across multiple healthcare sectors will be great assets to Cancer Genetics,” said Panna Sharma, President and Chief Executive Officer of Cancer Genetics. “He is a seasoned financial executive and, importantly, has demonstrated the ability to navigate the highly technical insurance and reimbursement landscape, which is crucial to our growth. He has been successful in building and managing world class finance teams at both public and private corporations. Ed’s strong operational experience in systems development, regulatory affairs, acquisitions and joint ventures will be invaluable as we continue to grow Cancer Genetics.”
Cancer Genetics also announced the resignation of Elizabeth Adkins Czerepak, Chief Financial Officer and Principal Accounting Officer, effective March 31, 2014 to pursue other opportunities. “We would like to thank Elizabeth for her service to Cancer Genetics. We wish her well in her new endeavors,” concluded Panna Sharma.
About Cancer Genetics:
Cancer Genetics, Inc. is an emerging leader in DNA-based cancer diagnostics, servicing 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 companies. 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. 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, maintenance of intellectual property rights and other risks discussed in the Company’s Form 10-Q for the quarter ended September 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
Michael Rice
Life Science Advisors LLC
646-597-6979
Media Relations
RedChip Companies, Inc.
Paul Kuntz, 800-733-2447, ext. 105
paul@redchip.com