8-K

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)

July 15, 2020

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter) 

Nevada	001-35756	74-2897368
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

12701 Commonwealth Drive,	Suite 9,	Fort Myers,	Florida	33913
(Address of principal executive offices)				(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:

☐	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))

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock ($0.001 par value)	NEO	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐ 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 15, 2020, the Board of Directors (the “Board”) of NeoGenomics, Inc., a Nevada corporation (the “Company”) upon the recommendation of the Nominating and Corporate Governance Committee, voted to appoint Michael A. Kelly to serve as a member of the Board, effective immediately. Mr. Kelly will serve as a member of the Board until the 2021 annual meeting of shareholders of the Company or until his resignation or removal and otherwise until his successor is elected. The Board determined that Mr. Kelly meets the independence standards of the NASDAQ Stock Market Rules and the applicable rules of the United States Securities and Exchange Commission. The Board also appointed Mr. Kelly to serve on the Audit Committee of the Board. Mr. Kelly will receive quarterly fees of $11,250, for his service on the Board and quarterly fees of $2,500 for his service on the Audit Committee. There is no arrangement pursuant to which Mr. Kelly was selected as a director, and there have been no transactions regarding Mr. Kelly that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In addition, Lynn A. Tetrault has been named Lead Independent Director of the Board, effective July 15, 2020. Ms. Tetrault has served on the Board since June 2015 and is Chair of the Board’s Compensation Committee. The Board approved Ms. Tetrault to receive an additional quarterly fee of $7,500 for serving as the Lead Independent Director of the Board.

Item 9.01 Exhibits.

(d) Exhibits.

99.1 Press Release dated July 20, 2020.

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.

	NEOGENOMICS, INC.
By:	/s/ Kathryn B. McKenzie
	Kathryn B. McKenzie
	Chief Financial Officer
	July 20, 2020

EX-99.1

Exhibit 99.1

NeoGenomics Announces Board Appointments

Ft. Myers, Florida – July 20, 2020 - NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of cancer-focused genetic testing services, announced today changes in the composition and certain roles of its Board of Directors.

Rachel A. Stahler joined our Board of Directors on May 28, 2020 and will serve as a member of the Audit Committee and the Nominating and Governance Committee. Ms. Stahler is the Chief Information Officer at Organon & Co., Merck & Co. Inc.’s intended spinoff of its women’s health, legacy brands and biosimilars businesses. Ms. Stahler has nearly two decades of global technology experience in the pharmaceutical industry. Previously, Ms. Stahler held the roles of Chief Information Officer of Allergan, Chief Information and Digital Officer for Syneos Health, Chief Information Officer at Optimer Pharmaceuticals, and held various senior technology roles at Pfizer. Ms. Stahler holds a B.A. from the University of Pennsylvania and a master’s degree in business administration from Columbia Business School.

Michael A. Kelly joined our Board of Directors on July 15, 2020 and will serve as a member of the Audit Committee. Mr. Kelly is a former senior executive of Amgen, Inc. and is currently acting as Founder & President of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business founded by Mr. Kelly in 2018. Mr. Kelly has more than two decades of executive experience as a senior leader in the life sciences industry serving in various strategic finance and operations positions at Amgen Inc., most recently as Senior Vice President, Global Business Services and Vice President & CFO, International Commercial Operations. Mr. Kelly has also held positions at Biogen, Tanox and Monsanto Life Sciences. Mr. Kelly serves on the Council of Advisors and was the former audit committee chairman for Direct Relief, a humanitarian aid organization focused on health outcomes and disaster relief. Mr. Kelly holds a BSc in business administration from Florida A&M University, concentrating in Finance and Industrial Relations.

Lynn A. Tetrault has been named Lead Independent Director of the Board of Directors, effective July 15, 2020. Ms. Tetrault has served on our Board of Directors since June 2015 and is Chair of the Compensation Committee. She is founder of Anahata Leadership, an advisory firm focused on supporting the leadership effectiveness of executive women. Ms. Tetrault has more than 25 years of experience in the healthcare sector. She worked from 1993 to 2014 with AstraZeneca, PLC, most recently on its global executive team as Executive Vice President of Human Resources and Corporate Affairs from 2007 to 2014. Prior to AstraZeneca, Ms. Tetrault practiced healthcare and corporate law at Choate, Hall and Stewart in Boston. Ms. Tetrault serves on the Strategic Advisory Board of The Simmons University Institute for Inclusive Leadership

and on the Board of WHAM (Women’s Health Access Matters). Ms. Tetrault has an undergraduate degree from Princeton University and a J.D. from the University of Virginia Law School.

“We are excited to welcome Rachel A. Stahler and Michael A. Kelly to our Board of Directors. They each bring decades of leadership and experience in key areas that are vital to our future operations and strategy. Both Rachel and Michael embrace our mission, vision and values, and their counsel and expertise will further enable our company to serve our employees, customers and shareholders. We are also very pleased to appoint Lynn A. Tetrault, a woman of significant accomplishment and for whom we have great respect, to serve as Lead Independent Director.” said Douglas M. VanOort, Chairman and CEO of NeoGenomics.

About NeoGenomics, Inc.

NeoGenomics, Inc. specializes in cancer genetics testing and information services. The Company provides one of the most comprehensive oncology-focused testing menus in the world for physicians to help them diagnose and treat cancer. The Company's Pharma Services Division serves pharmaceutical clients in clinical trials and drug development.

Headquartered in Fort Myers, FL, NeoGenomics operates CAP accredited and CLIA certified laboratories in Ft. Myers and Tampa, Florida; Aliso Viejo, Carlsbad, Fresno and San Diego, California; Houston, Texas; Atlanta, Georgia; Nashville, Tennessee; and CAP accredited laboratories in Rolle, Switzerland, and Singapore. NeoGenomics serves the needs of pathologists, oncologists, academic centers, hospital systems, pharmaceutical firms, integrated service delivery networks, and managed care organizations throughout the United States, and pharmaceutical firms in Europe and Asia. 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. 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, respond to the effects of the COVID-19 outbreak, offer new types of tests, integrate its acquisitions 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 February 28, 2020. 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://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.

William Bonello

Director, Investor Relations

(239)690-4238 (w) (239)284-4314 (m)

bill.bonello@neogenomics.com

XML

Cover	Jul. 15, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 15, 2020
Entity Registrant Name	NEOGENOMICS, INC.
Entity Central Index Key	0001077183
Amendment Flag	false
Entity Incorporation, State or Country Code	NV
Entity File Number	001-35756
Entity Tax Identification Number	74-2897368
Entity Address, Address Line One	12701 Commonwealth Drive,
Entity Address, Address Line Two	Suite 9,
Entity Address, City or Town	Fort Myers,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33913
City Area Code	(239)
Local Phone Number	768-0600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock ($0.001 par value)
Trading Symbol	NEO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false