Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 14, 2017

CANCER GENETICS, INC.

(Exact Name of Registrant as Specified in its Charter)




Delaware	001-35817	04-3462475
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

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))

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 ý

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. ý

Item 2.02. Results of Operations and Financial Condition.

On August 14, 2017, Cancer Genetics, Inc. (the “Registrant”) issued a press release regarding financial results for the fiscal quarter ended June 30, 2017. A copy of the press release and slide presentation are furnished as Exhibit 99.1 and Exhibit 99.3, respectively, hereto and are incorporated by reference herein.

Forward-Looking Statements

This report, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 furnished herewith, contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate” and similar words, and the opposites of such words, although some forward-looking statements are expressed differently. Forward-looking statements involve known and unknown risks and uncertainties that exist in the Registrant’s operations and business environment, which may be beyond the Registrant’s control, and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. For example, forward-looking statements include, without limitation: statements regarding prospects for additional customers; market forecasts; projections of earnings, revenues, synergies, accretion or other financial information; and plans, strategies and objectives of management for future operations. The risks and uncertainties referred to above include, but are not limited to, risks detailed from time to time in the Registrant’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2016. These risks could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Registrant. Forward-looking statements represent the judgment of management of the Registrant regarding future events. Although the Registrant believes that the expectations reflected in such forward-looking statements are reasonable at the time that they are made, the Registrant can give no assurance that such expectations will prove to be correct. Unless otherwise required by applicable law, the Registrant assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.

Item 7.01 Regulation FD.

On August 14, 2017, the Registrant issued a press release related to recent transactions entered into by the Registrant. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated by reference herein.

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

As described above, the following exhibits are furnished as part of this report:

Exhibit 99.1 – Press release, dated August 14, 2017.

Exhibit 99.2 – Press release, dated August 14, 2017.

Exhibit 99.3 – Slide presentation for Q2 2017 earnings call.

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/ John A. Roberts
	Name:	John A. Roberts
	Title:	Chief Operating Officer and Executive Vice President, Finance

Date: August 14, 2017

Cancer Genetics, Inc. Announces Second Quarter 2017 Financial Results, Accretive Acquisition and Capital Raise

Second quarter revenue of $6.6 million

Record biopharma demand in quarter with $7.1 million in new contract bookings for Biopharma Services

Clinical Services Revenue up 20% over Q2 2016 to $3.0 million

Second quarter clinical test count up 6% year-over-year to 14,341

Reduced second quarter loss from operations by 22% compared to Q2 2016, improving pathway to profitability

Now supporting over 170 clinical trials serving 9 of the top ten biopharma companies in the world

Net loss of $2.7 million, a decrease of 31% compared to Q2 2016

Strengthened balance sheet with a USD $16 million equity financing arrangement

Acquisition of vivoPharm is expected to contribute approximately USD $5 million in annual revenue and is expected to be accretive

Conference call begins at 5 pm Eastern, Monday, August 14, 2017

RUTHERFORD, N.J. and LOS ANGELES, August 14, 2017 (GLOBE NEWSWIRE) -- Cancer Genetics, Inc. (Nasdaq: CGIX), a leader in enabling precision medicine for oncology through molecular markers and diagnostics, announced today financial and operating results for the second quarter ended June 30, 2017.

Mr. Panna Sharma, President and CEO of CGI commented, “During the second quarter of 2017 we continued our drive to become the oncology diagnostics partner of choice for biopharmaceutical companies and clinicians. During the second quarter we grew our clinical services revenue by approximately 20% and overall revenue for the first half of the year grew 4% over last year. Our revenue from biopharma projects during the second quarter were uneven due to the delay of 9 clinical trials, although we expect many of them to start over the next 2 quarters. We continue to be focused on reducing our losses and operating expenses as we target near-term profitability. We also achieved record demand from biotech and pharma customers as demonstrated by $7.1 million in new contracts and bookings. We are now supporting over 170 clinical trials serving 9 of the top 10 biopharma companies globally. We also closed 13 new biotech and pharma customers during the second quarter of 2017 that will support the reacceleration of our Biopharma revenue.”

“Our acquisition of vivoPharm announced tonight strengthens CGI’s bench-to-bedside capabilities while bolstering revenue growth. We expect significant synergies by adding a global customer base of biopharma partners with 55 new projects and over 30 of those in immuno-oncology. A truly transformative acquisition, the addition of vivoPharm will expand our

discovery and early development revenue base while accelerating our strategy to develop drug rescue and drug repurposing capabilities.”

vivoPharm expands CGI’s global presence in Europe and Australia. As a market-leading contract research organization (“CRO”), vivoPharm services approximately forty clients, the majority of which are located outside the U.S., with its diverse client base, ranging from virtual biotech companies to large top 10 pharmaceutical companies. vivoPharm has generated compounded annual revenue growth of 14% over the past three fiscal years, and has expected USD revenues of approximately $5 million in the most recent fiscal year (vivoPharm’s fiscal year ends on June 30). vivoPharm specializes in planning and conducting unique, specialized studies to guide drug discovery and development programs with a concentration in oncology and immuno-oncology, ranging from early compound selection to developing comprehensive sets of in vitro and in vivo data, as needed for FDA Investigational New Drug (“IND”) applications. vivoPharm’s studies have been utilized to support over 200 IND submissions to date across a range of therapeutic indications, including lymphomas, leukemia, GI-cancers, liver cancer, pancreatic cancer, non-small cell lung cancer, and other non-cancer rare diseases.

“We also significantly strengthened our balance sheet with an equity arrangement of $16 million which allows us to complete the acquisition of vivoPharm, giving us considerable runway to leverage our global infrastructure and our immuno-oncology and pharmacology capabilities to capitalize on new opportunities and grow revenue as we focus on being profitable,” stated Mr. Sharma.

Mr. Sharma added, “During the second quarter we continued to deliver on our milestones by launching an FDA-approved universal companion diagnostic for lung cancer, in partnership with Thermo Fisher. We also a launched a multi gene, liquid biopsy test for lung cancer patients, Liquid::Lung cfDNA™ which changes the paradigm and cost structure for lung cancer monitoring. Moreover, our partnership with Mendel.ai, which enables artificial intelligence in precision medicine, driving personalized treatment and accelerating clinical trial matching for cancer care, is further evidence of our commitment to staying at the forefront of the most advanced technologies in oncology. During this past month, we were also recognized by Frost & Sullivan as an innovator and leader in precision oncology, which is testimony to our ability to develop and deliver innovation.”

FINANCIAL HIGHLIGHTS FOR THE QUARTER

Total revenues were $6.6 million, with $3.3 million from Biopharma services, $3.1 million from Clinical services and $0.3 million from Discovery services – down 6% from Q2 2016 revenues of $7.0 million.

Total Clinical services test volumes increased 6% in Q2 2017 to 14,341, compared to 13,481 tests in Q2 2016.

Gross profit margin was unchanged at 39% or $2.6 million

Total operating expenses for Q2 of 2017 were $5.7 million, a reduction of 15% from $6.7 million during Q2 2016, largely driven by headcount reduction, reorganization of technology and test development efforts, and benefits from shared services with CGI’s Hyderabad team.

Net loss was $2.8 million for Q2 2017, an improvement of 31% compared to a net loss of $4.0 million for Q2 2016.

Net loss per share was ($0.16) in Q2 2017, an improvement of 43% compared to ($0.28) in Q1 2016.

We continue to improve operating efficiencies, decreasing our net loss by 31% compared to the same quarter last year. Our test volume also continues to grow.

SECOND QUARTER AND RECENT BUSINESS HIGHLIGHTS

170 biopharma projects, up from 111 in the same period last year

$7.1 New Contract Bookings for biopharma customers

Launched FDA-approved universal companion diagnostic for lung cancer leveraging Thermo Fisher’s next generation sequencing panel Oncomine Dx target test.

Launched clinically actionable, multi-gene, liquid biopsy test for lung cancer patients, Liquid::Lung-cfDNA™, changing the paradigm for lung cancer monitoring.

Launched unique, industry-leading panel that provides comprehensive and precise information for immuno-oncology therapy assessment and patient monitoring.

Selected by eFFECTOR Therapeutics to provide biomarker discovery and development services for novel oncology drugs.

Formed strategic partnership with Mendel.ai, enabling artificial intelligence in precision medicine to drive personalized treatment and accelerate clinical trial matching for cancer care.

Acclaimed by Frost & Sullivan for North American technology innovation in precision oncology.

The company reported total revenue of $6.6 million for the second quarter, compared to $7.0 million in Q2 2016, a decrease of 6% year-over-year, principally due to a decrease in project

specific activities related to the timing of certain customers’ clinical studies and patient enrollment.

Revenue from biopharma partners and customers decreased 22% to $3.3 million in the second quarter, compared to $4.2 million during Q2 2016. Additionally, the company increased the number of clinical studies and trials it is supporting to 140, up 12% from Q4 2016.

Clinical services revenue increased 20% in the second quarter of 2017 over the same period in 2016, from $2.5 million to $3.1 million. The growth was driven by an increase in clinical test volumes from 13,481 in Q2 2016 to 14,341 in the second quarter of 2017, an increase of 6%.

Discovery services contributed an additional $263 thousand in revenue for the second quarter of 2017, a 10% increase over Q2 2016, driven by significant demand for discovery solutions by research institutions where next-generation sequencing is combined with novel bioinformatics analysis. Discovery services, mostly performed in India, provides genomic and bioinformatics support for global discovery and pre-clinical initiatives.

vivoPHARM ACQUISITION HIGHLIGHTS

Acquisition strengthens CGI’s “Bench-to-Bedside” capabilities

Bolsters growth with diverse global customer base of biopharma partners, especially in Europe and Asia-Pacific

Over 55 active biopharma studies and trials with 30 of those driven by immune-oncology related projects

90% of vivoPharm’s contracts are delivered within 90 days of being signed

Expected to immediately adds approximately $5 million revenue and help in achieving profitable growth

vivoPharm studies have supported over 200 IND submissions

Total purchase price of USD $12 Million, with proceeds to be 90% CGIX stock, and 10% cash

$16 million equity financing arrangement available for the next 2 years

$3 million provided immediately with future amounts to be drawn at Company’s discretion



CONFERENCE CALL & WEBCAST
Monday, August 14, 2017, 5 pm Eastern Time
Domestic:	877-440-5804
International:	719-457-1506
Conference ID:	2840579
Webcast:	http://public.viavid.com/index.php?id=125895

Replays – Available through August 28, 2017
Domestic:	844-512-2921
International:	412-317-6671
Conference ID:	2840579

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 us:

Internet: www.cancergenetics.com

Twitter: @CancerGenetics

Facebook: www.facebook.com/CancerGenetics

FORWARD LOOKING STATEMENTS

This press release may contain 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 revenues, margins, research, technology, clinical development and potential opportunities for Cancer Genetics, Inc. tests 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, 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 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.

Consolidated Balance Sheets (Unaudited)

(in thousands, except par value)



	June 30, 2017			December 31, 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,170		$	9,502
Accounts receivable, net of allowance for doubtful accounts	13,155			11,748
Other current assets	2,544			2,174
Total current assets	21,869			23,424
FIXED ASSETS, net of accumulated depreciation	4,724			4,738
OTHER ASSETS
Restricted cash	300			300
Patents and other intangible assets, net of accumulated amortization	1,400			1,503
Investment in joint venture	249			268
Goodwill	12,029			12,029
Other	378			172
Total other assets	14,356			14,272
Total Assets	$	40,949		$	42,434
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	6,716		$	8,148
Obligations under capital leases, current portion	262			109
Deferred revenue	133			789
Line of credit	2,000			—
Term note, current portion	—			2,000
Total current liabilities	9,111			11,046
Term note	4,838			2,654
Obligations under capital leases	687			374
Deferred rent payable and other	207			290
Warrant liability	7,043			2,018
Deferred revenue, long-term	438			428
Total Liabilities	22,324			16,810
STOCKHOLDERS’ EQUITY
Preferred stock, authorized 9,764 shares, $0.0001 par value, none issued	—			—
Common stock, authorized 100,000 shares, $0.0001 par value, 19,785 and 18,936 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively	2			2
Additional paid-in capital	144,923			139,576
Accumulated (deficit)	(126,300		)	(113,954		)
Total Stockholders’ Equity	18,625			25,624
Total Liabilities and Stockholders’ Equity	$	40,949		$	42,434

Cancer Genetics, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share amounts)



	Three Months Ended June 30,
	2017			2016
Revenue	$	6,604		$	7,001
Cost of revenues	4,034			4,285
Gross profit	2,570			2,716
Operating expenses:
Research and development	989			1,680
General and administrative	3,529			3,658
Sales and marketing	1,165			1,379
Total operating expenses	5,683			6,717
Loss from operations	(3,113		)	(4,001		)
Other income (expense):
Interest expense	(253		)	(107		)
Interest income	10			13
Change in fair value of acquisition note payable	13			67
Change in fair value of warrant liability	577			—
Other expense	—			—
Total other (expense)	347			(27		)
Loss before income taxes	(2,766		)	(4,028		)
Income tax (benefit)	—			—
Net (loss)	$	(2,766	)	$	(4,028	)
Basic net (loss) per share	$	(0.14	)	$	(0.28	)
Diluted net (loss) per share	$	(0.16	)	$	(0.28	)
Basic weighted-average shares outstanding	19,697			14,538
Diluted weighted-average shares outstanding	20,663			14,538

Cancer Genetics Announces Transformative and Accretive Acquisition of vivoPharm, a Global Oncology & Immuno-Oncology Discovery Services Company

Acquisition Strengthens CGI’s Bench-to-Bedside Capabilities and Bolsters Growth with Global Customer Base of Biopharma Partners

Expands Discovery and Early Development Revenue Base with Highly Complementary Biotechnology and Pharmaceutical Customers, Especially in Europe and Asia-Pacific

Acquisition is Expected to be Immediately Accretive Based on vivoPharm’s History of Profitability

Increases Immuno-Oncology and Pharmacology Capabilities Adding Over 55 New Projects with Over 30 in Immuno-Oncology

Transforms Operations & Value Proposition by Increasing Drug Identification, Drug Rescue and Drug Repurposing Capabilities

vivoPharm Studies Have Been Utilized to Support Over 200 IND Submissions Across a Range of Indications

Total Purchase Price of USD $12 Million, with Proceeds to be 90% CGIX stock, and 10% cash

Details of the Strategy and Transaction to be Provided at 5pm Eastern, Monday August 14, 2017 during the Second Quarter Earnings Conference Call

RUTHERFORD, N.J. and MELBOURNE, VIC AUSTRALIA, Aug. 14, 2017 (GLOBE NEWSWIRE) -- Cancer Genetics, Inc. (Nasdaq: CGIX) (“CGI” or “the Company”) and vivoPharm Pty. Ltd. (“vivoPharm”) announced today they have entered into a definitive agreement for Cancer Genetics to acquire vivoPharm for approximately $12 million USD. This transaction will significantly strengthen CGI's position as a premier leader for oncology discovery, in vivo and in vitro drug development and early phase clinical trial testing for biotechnology and pharmaceutical companies. With over a decade of experience in delivering a wide range of discovery and preclinical services to support drug development, target validation and biomarker analysis, vivoPharm has supported over 200 IND submissions for innovative therapies, with a significant focus on immuno-oncology.

“This accretive acquisition immediately strengthens our market position as the premier partner for oncology therapeutic and diagnostic development while furthering our mission to change patient outcomes and improve industry insight into the mechanisms of oncology,” said Mr. Panna Sharma, President and CEO of Cancer Genetics, Inc. “Partnering with biotechnology and pharmaceutical companies to continue advancing our market share in oncology testing and diagnostics has been a proven approach in the development of CGI. vivoPharm furthers our biopharma strategy and adds

For Immediate Release 4:00pm Eastern, August 14, 2017

capabilities to enable our strategy to rescue and repurpose oncology drugs while providing us enhanced, revenue-generating capabilities across a broad and globally diverse client base.”

vivoPharm has developed industry recognized capabilities in early phase development and discovery, especially in immuno-oncology models, tumor micro-environment studies, specialized pharmacology services, and PDx (patient derived xenograft) model studies that support basic discovery, preclinical and phase 1 clinical trials. vivoPharm presently serves over forty biotechnology and pharmaceutical companies across five continents in over 55 studies and trials with highly specialized development, clinical and preclinical research. The vivoPharm team is led by Dr. Ralf Brandt and will be fully integrated as the flagship in CGI's Discovery Services offering with Dr. Brandt serving as the President of CGI Discovery & Early Development Services.

Dr. Ian Nisbet, Chairman of vivoPharm, stated: “We are delighted to unite vivoPharm and CGI to create an integrated bench to bedside service offering that will expedite drug development, improve the lives of patients worldwide and build value for company shareholders and employees.”

As a market-leading contract research organization (“CRO”), vivoPharm services approximately forty clients, the majority of which are located outside the U.S., with its diverse client base, ranging from virtual biotech companies to large top 10 pharmaceutical companies. vivoPharm has generated compounded annual revenue growth of 14% over the past three fiscal years, and has expected USD revenues of approximately $5 million in the most recent fiscal year (vivoPharm’s fiscal year ends on June 30). vivoPharm specializes in planning and conducting unique, specialized studies to guide drug discovery and development programs with a concentration in oncology and immuno-oncology, ranging from early compound selection to developing comprehensive sets of in vitro and in vivo data, as needed for FDA Investigational New Drug (“IND”) applications. vivoPharm’s studies have been utilized to support over 200 IND submissions to date across a range of therapeutic indications, including lymphomas, leukemia, GI-cancers, liver cancer, pancreatic cancer, non-small cell lung cancer, and other non-cancer rare diseases.

“We are looking forward to making significant market impact by combining vivoPharm's unique value proposition of integrated preclinical, safety and biomarker profiling, both in vitro and in vivo, with Cancer Genetics and a team at the forefront of precision oncology development,” said Dr. Ralf Brandt, CEO and Managing Director of vivoPharm. “Our teams are dedicated to working closely together to deliver a complete end-to-end solution from discovery and early development through companion diagnostic development and patient monitoring. The business of our customers and partners will be strengthened by the expanded reach, investment and capability of the joint companies.”

Dr. Brandt will become President of Discovery & Early Development Services at CGI upon completion of the acquisition, which is expected to close on Tuesday, August 15, 2017 and lead the integration of 32 people into Cancer Genetics while continuing to service vivoPharm’s global customer base. Over the past 10 years, vivoPharm has generated an extensive library of market-leading human xenograft and syngeneic

For Immediate Release 4:00pm Eastern, August 14, 2017

tumor models, including subcutaneous, orthotopic and metastatic models. vivoPharm’s specialized tumor and disease models, toxicology and pharmacology services and animal imaging capabilities provide CGI opportunities to deepen its relationships with existing biopharma customers through additional discovery and downstream molecular work, while also furthering CGI’s previously announced initiative aimed at early-phase drug repurposing and drug rescue programs.

Since being awarded its Good Laboratory Practices (“GLP”) compliance status in 2004, vivoPharm is equipped to execute a broad range of toxicology studies in various mammalian species in accordance with the appropriate regulatory standards. With 32 full-time employees globally, vivoPharm operates approximately 14,000 square feet of AAALAC-accredited and GLP-compliant, state-of-the-art laboratories in Melbourne, Australia and Hershey, Pennsylvania, and maintains a presence in Munich, Germany dedicated to project management, client services and clinical affairs.

The purchase price is approximately USD $12 million, which will include USD $1.2 million in cash and the remaining 90% will be shares of CGI common stock based on the volume weighted average price (VWAP) over the last 20 business days. The transaction has been approved by the Boards of Directors of both companies. Additionally on August 14, CGI entered into an equity financing arrangement for up to USD $16 million to fund the acquisition, and increase working capital for general corporate purposes. The initial tranche of funding will be USD $3 million, and additional tranches can be accessed by CGI at the company’s discretion over the next 2 years.

The acquisition is expected to be immediately accretive, adding both revenue and income. The combination of capabilities is expected to create considerable business opportunities in both pre-clinical studies and immuno-oncology clinical trials, to further accelerate CGI's strategy to be the premier partner of choice for oncology innovation and development from bench to bedside.

ABOUT CANCER GENETICS

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 expectations regarding the completion, timing, pricing and size of the offering described in this press release constitute forward-looking statements.

For Immediate Release 4:00pm Eastern, August 14, 2017

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, 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 June 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.

For Immediate Release 4:00pm Eastern, August 14, 2017

Q2 2017 Earnings Report & Company Updates Monday – August 14, 2017 | 05:00pm Eastern | CEO: Panna Sharma webcast link: http://public.viavid.com/index.php?id=125895

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Forward-Looking Statements These slides may contain 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 revenues, margins, research, technology, clinical development and potential opportunities for Cancer Genetics, Inc. tests 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, 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 March 31, 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.

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call EVERYTHING WE DO IS FOCUSED ON 1 KEY IDEA… .. …DELIVER INNOVATION & PATIENT VALUE BY PROVIDING THE MOST COMPREHENSIVE CAPABILITIES IN PRECISION MEDICINE FOR ONCOLOGY DIAGNOSTICS.

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Revenue & Growth Highlights (numbers in $ millions) $6.6M $10.2M $18.0M $27.0M 2013 2014 2015 2016 4-Year CAGR 42% FULL YEAR REVENUE $1.5M $4.2M $7.0M $6.6M Q2 2014 Q2 2015 Q2 2016 Q2 2017 4-Year CAGR 45% 2ND QUARTER REVENUE $2.9M $8.6M $13.1M $13.6M 1H 2014 1H 2015 1H 2016 1H 2017 4-Year CAGR 47% 1ST HALF YEAR REVENUE

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call $4.0 $5.5 $6.1 $7.0 $6.8 $7.2 $7.0 $6.6 $6.5 $7.9 $7.1 $6.7 $6.3 $6.5 $5.6 $5.7 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Revenue Operating Expenses REVENUE & OPERATING EXPENSES Amounts in $ millions Driving Operational Efficiency and a Clear Path to Profitability Post Response Acquisition Pre-Response Acquisition  Operating expenses were reduced by $2.6 million for the first 6 months ended June 30, 2017 over the 6 month period ended June 30, 2016 based on streamlining operations across sites, and transforming our clinical go- to-market model.  We expect ongoing improvements in the top line, while incremental improvements are made in operating expenses during 2017 to continue margin expansion 1H 2016 1H 2017 Research & Development $3.2 $2.1 -35% Sales & Marketing $2.7 $2.1 -20% General & Administrative $8.0 $7.0 -12% TOTAL OP. EXPENSES $13.9 $11.3 -19% Fully Integrated Acquisition 1H OPERATING EXPENSES (Amounts in $ millions)

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Revenues By Market Category BIOPHARMA SERVICES  CGI is now supporting over 170 clinical trials and studies focused on Solid Tumor and Blood Cancers, including 39 for immuno-oncology indications $3.3M CLINICAL SERVICES  20% increase in clinical revenue over Q2 2016 due to enhanced portfolio in both immuno-oncology testing and our solid tumor center of excellence $3.0M DISCOVERY SERVICES  Driven by support for molecular testing and bioinformatics for translational initiatives by academic and commercial research organizations $0.3M 50% 46% 4% Q2 2017 $6.6M

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Q2 2017 Financial Highlights  Q2 2017 revenues were $6.6 million, a 6% decrease over Q2 2016 revenues of $7.0 million.  Revenue from Biopharma Services decreased 21%; Clinical Services increased by 20%; and Discovery Services grew 10% in comparable year-over-year second quarter periods.  Total operating expenses were $5.7 million, a reduction of 15% from $6.7 million during Q2 of 2016, and essentially flat from Q1 2017.  Sales and Marketing expenses decreased by 14% from $1.4 million to $1.2 million, in comparable year-over-year second quarter periods.  GAAP net loss improved by 31% to $2.8 million in Q2 2017 compared to $4.0 million in Q2 2016.

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Additional Q2 2017 Biopharma Highlights  Working with 9 out of the 10 top biopharma companies.  Revenue from biopharma partners and customers decreased by 21% to $3.3 million in Q2 2017 as compared to $4.2 million during Q2 2016 due to delays in six clinical trial launches and slower than expected enrollments in three clinical trials.  Closed new projects totaling over $7.1M during Q2 2017, including 13 first-time, new clients.  Major Top 25 Pharma: 1  Biotechnology: 11  Channel/CRO Partner: 1  A total of 61 new projects have been initiated during Q2 2017 - including 12 immuno- oncology and 2 liquid biopsy projects.  Increased the number of clinical trials and studies CGI is supporting to 170, including 39 in immuno-oncology and 8 in liquid biopsy.

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Q2 2017 Clinical & Discovery Highlights  For the second quarter of 2017, clinical services revenue increased 20% over the same period in 2016, from $2.5 million to $3.0 million.  Clinical test volume grew 13% from 7,100 tests to 8,009 tests in comparable year-over- year second quarter periods.  Discovery services contributed an additional $263 thousand in revenue for the Q2 2017, a 10% increase over Q2 2016.  Growth in discovery services was driven by significant demand for discovery solutions by research institutions where next-generation sequencing is combined with novel bioinformatics analysis.

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Income Statement Items ($ in Thousands) Q2 2016 Q2 2017 1H 2016 1H 2017 Revenue $7,000 $6,604 $13,069 $13,570 Gross Profit $2,716 $2,570 $4,681 $5,327 Gross Margin (%) 39% 39% 36% 39% Research & Development (R&D) $1,680 $989 $3,212 $2,099 Sales & Marketing (S&M) $1,379 $1,165 $2,677 $2,136 General & Administrative (G&A) $3,658 $3,529 $7,976 $7,006 Operating (Loss) ($4,001) ($3,113) ($9,184) ($5,914) Net (Loss) ($4,028) ($2,766) ($9,282) ($12,346) Change in Fair Value of Derivative Securities (67) 590 118 (6,936) Adjusted Net (Loss) (non GAAP)+ (4,095) (3,356) (9,400) (5,410) Summary Statement of Operations +This is non GAAP measure. The above table represents non-GAAP measures that management believes, given its magnitude, represents its earnings per share as unaffected by non-operating valuation adjustments to derivative instruments resulting from the Company’s change in its share price, among other related factors.

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Q2 2017 Biopharma Highlights: Strong Year over Year Progress & Significant Quarterly Progress Biopharma bookings to billing ratio of 2.2 on $7.1M of Q2 2017 bookings (highest on record at CGI) 1.6 1.2 2.2 0 0.5 1 1.5 2 2.5 Q2 2016 Q1 2017 Q2 2017 BOOKINGS TO BILLING RATIO Q2 2016 v. Q2 2017 Record Biopharma bookings on $7.1M+ of Q2 2017 bookings which are expected to drive future revenue increases 111 140 170 50 70 90 110 130 150 170 190 Q2 2016 Q1 2017 Q2 2017 TOTAL ACTIVE PROJECTS Q2 2016 v. Q2 2017 53% increase in number of biopharma projects from 111 to 170 projects 21% increase in number of biopharma projects from 140 to 170 projects 15 32 39 0 10 20 30 40 Q2 2016 Q1 2017 Q2 2017 ACTIVE I/O PROJECTS Q2 2016 v. Q2 2017 A 1.6-fold increase from 15 to 39 immuno-oncology projects 7 additional immuno-oncology projects with biopharma partners, many with combination trials ANNUAL PROGRESS QUARTERLY PROGRESS

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Actively Engaged in the Expanding Liquid Biopsy Space Launched CGI’s first breakthrough NGS-based liquid biopsy test, Liquid::Lung-cfDNA™  Provides comprehensive coverage of 11 critical genes and 150+ hotspots related to lung cancer  Superior sensitivity achieving a limit of detection down to 0.05% NEW SERVICE OFFERING LIQUID BIOPSY LIQUID BIOPSY IMPACTS THE ENTIRE CLINICAL CARE CONTINUUM Treatment Monitoring Diagnosis Detection ADVANTAGES OF LIQUID BIOPSY OVER TISSUE BIOPSY  Significantly less costly – average tissue biopsy can be almost $15,000  Minimally invasive to obtain enabling tumor content to be sampled multiple times  Reduced TATs greatly reduce time to treatment  More comprehensive capturing of the heterogeneity of the tumor

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call 2017 Goals o Multiple Myeloma NGS Panel [Mayo] o Further Expansion in Asia-Pacific o Develop Genetic Counselor Network o Expand Hereditary Service Offering o Liquid Biopsy for Kidney Cancer o Bioinformatics Center of Excellence in India o Hereditary Cancer Testing Panels o Artificial Intelligence Engine to Improve Clinical Trial Matching o Expand Biopharma Partnerships o Liquid Biopsy for Lung Cancer o Immuno-Oncology NGS Panel [Biopharma Studies]

WWW.CGIX.COM WWW.CANCERGENETICS.COM CGI Headquarters 201 Route 17 North Rutherford, NJ 07070 Phone: +1 201-528-9200 RUTHERFORD, NJ Research Triangle Park 133 Southcenter Court Morrisville, NC 27569 Phone: +1 919-465-0100 RALEIGH, NC LOS ANGELES, CA 1640 Marengo Street Fourth Floor Los Angeles, CA 90033 Phone: +1 323-224-3900 #3-1-135/1A CNR Complex Mallapur Main Road, R.R. Dst. Hyderabad – 500 076, Telangana Toll-free: +91 040-2717-8178 HYDERABAD, INDIA 781 Cai Lun Road, Room 803 Shanghai 201203 P.R. China Toll-free: +86 21-5049-5700 SHANGHAI, CHINA

vivoPharm Acquisition

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Expanding The Oncology Value Chain & CGI’s Addressable Market DISCOVERY PRECLINICAL STUDIES CLINICAL TRIALS MARKET ENTRY PATIENT MONITORING  Target Selection and Validation  Lead Finding and Optimization  Pre-IND Package  Vivo Models  Imaging Studies  Tumor – Micro environment  Pharmacokinetics  Pharmacological Profiling  Toxicology  Formulation  IND-Enabling Studies  Phase 1, 2, 3 Trials  Phase 4, Post- Marketing Studies  Tolerability, Efficacy, Dosage  Drug Repurpose and Rescue  Patient Stratification  Progress Monitoring  Monitor Drug Adverse Events  Patient Therapy Management  Follow-up Monitoring  Liquid Biopsy  LDT + FDA Testing  Validation studies  Regulatory Filing and Application Preparation  Companion Dx Development  Indication Expansion Studies  LDT Development

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Why Australia?  Cost Efficiency  Attractive R&D tax incentives.  28% cheaper than U.S before tax incentives.  60% cheaper than US after tax incentives.  Speed  Flexible clinical trial process without compromising quality.  Quality  Expansive network of universities, medical research institutes, clinical trial networks, biobanks and CRO’s.  Scientists’ research ranks highest in Asia-Pacific in terms of productivity and impact.  Strongest patent protection systems in the world.  High-quality infrastructure allows for a large number of clinical researchers with experience and expertise.  Unique  Growing multicultural population  43% of the national population was either born overseas or have a parent who was.  Planned immigration programs have brought around 6 million people from over 150 countries since 1945.  Nationally recognized as a hub for early phase clinical trials  More than 1000 research projects per year

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call $30.5B $46.8B $4.9B $10.2B 0 10 20 30 40 50 60 2015 2020 ROW Asia-Pacific (including Australia) $35.4B vivoPharm’s Core Capabilities in a High-Growth CRO Market Environment vivoPharm’s capabilities and portfolio are uniquely positioned to meet the pre-clinical demands of this growing CRO market.  Target screening, identification and validation  Rodent and small animal pharmacology, efficacy and toxicity studies  Clinical trial design, testing and support  Pre-designed, tumor-derived, cell lines and cultures for 90 indications.  “24/7” operations and support available due to global presence  Biomarker and Bioanalytical studies *Frost & Sullivan Global CRO Report, 2015: Frost & Sullivan APAC CRO Market Report, 2015 R e venue in $ Billion s Total CRO Market Revenue Forecast 2015-2020* Asia-Pacific (including Australia) and Rest of World (ROW) $57.0B

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Expanding CGI’s Geographic Footprint & Diversifying Our Customer Base 61% 24% 15% Asia-Pacific (including Australia) Europe USA  Three Global Locations:  Melbourne, Vic, Australia  Munich, Germany  Hershey, PA, United States  Over 80% of vivoPharm’s customer base is located outside of the United States  Presently serves over 40 biotechnology and pharmaceutical companies across five continents.  Over 50% of studies are immuno-oncology related. vivoPharm’s Customer Distribution by Region

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call vivoPharm is an Established Leader in Discovery & Preclinical Services World Fair’s studies have been utilized to support over 200 IND submissions to date across a wide range of therapeutic indications  vivoPharm has over a decade of experience in human xenograft and syngeneic tumor models and proprietary oncology services.  Offers a selection of over 90 fully-characterized human and mouse cell lines that can be used for subcutaneous or orthotopic tumor models, as well as offers metastatic and disseminated models.  Proprietary knowledge base has culminated a large collection of reference data for a broad selection of standards of care.  Provides a wide range of GLP-compliant bio- analytical services to meet drug discovery and development requirements.

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Transaction Highlights  The total purchase price is $12 million, with proceeds to be 90% CGIX stock, and 10% cash, supported by a $16 million equity raise.  The vivoPharm team is led by Dr. Ralf Brandt and Dr. Glenn Smits, who bring to CGI over 30 years of experience in pharmacology and oncology research and development, and will be fully integrated as the flagship in CGI's Discovery Services offering.  CGI will gain additional international locations in Melbourne, Australia; Munich, Germany; and Hershey, Pennsylvania, expanding the company’s global footprint and providing access to high-growth European and Asia-Pacific markets.  Presently involved in 55 studies and trials with highly specialized development, clinical and preclinical research.

Cancer Genetics, Inc. | NASDAQ: CGIX | Q2 2017 Earnings Call Summary  The acquisition strengthens CGI’s “Bench-to-Bedside” capabilities and bolsters growth with a global customer base of biopharma partners.  The acquisition expands CGI’s discovery and early development revenue base with highly complementary biotechnology and pharmaceutical customers.  The acquisition is expected to be immediately accretive based on vivoPharm’s history of profitable, above-market growth.  The addition of vivoPharm increases CGI’s immuno-oncology and pharmacology capabilities by adding more than 55 new projects, over 30 of which are immuno- oncology focused.  The transaction transforms CGI’s operations and value proposition by increasing drug identification, drug rescue and drug repurposing capabilities.