0001493152-18-014232.txt : 20181009 0001493152-18-014232.hdr.sgml : 20181009 20181009084739 ACCESSION NUMBER: 0001493152-18-014232 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20181008 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181009 DATE AS OF CHANGE: 20181009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANCER GENETICS, INC CENTRAL INDEX KEY: 0001349929 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 043462475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35817 FILM NUMBER: 181112313 BUSINESS ADDRESS: STREET 1: 201 ROUTE 17 NORTH STREET 2: 2ND FLOOR CITY: RUTHERFORD STATE: NJ ZIP: 07070 BUSINESS PHONE: 201.528.9200 MAIL ADDRESS: STREET 1: 201 ROUTE 17 NORTH STREET 2: 2ND FLOOR CITY: RUTHERFORD STATE: NJ ZIP: 07070 FORMER COMPANY: FORMER CONFORMED NAME: CANCER GENETICS INC DATE OF NAME CHANGE: 20060117 8-K 1 form8-k.htm

 

 

 

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 8, 2018

 

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):

 

[X] 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 [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 8.01. Other Events.

 

On October 8, 2018, Cancer Genetics, Inc. (the “Registrant”) issued a press release announcing a new collaboration to develop extensive precision medicine tools and platform technologies to support the development of new cancer therapeutics. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Forward-Looking Statements

 

This report, including Exhibit 99.1 attached hereto, 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, 2017 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. 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.

 

Additional Information and Where to Find It

 

In connection with the proposed transaction pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated as of September 18, 2018, by and among Cancer Genetics, Inc., Wogolos, Ltd.. and NovellusDx , Ltd., Cancer Genetics intends to file relevant materials with the Securities and Exchange Commission, or the SEC, including a registration statement that will contain a proxy statement and prospectus. Investors and shareholders will be able to obtain free copies of the proxy statement, prospectus and other documents filed by Cancer Genetics with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, Cancer Genetics and NovellusDx investors and shareholders will be able to obtain free copies of the proxy statement, prospectus and other documents filed by Cancer Genetics with the SEC by contacting Cancer Genetics, Inc., 201 Route 17 North, 2nd Floor, Rutherford, New Jersey 07070, Attention: Corporate Secretary. Investors and stockholders are urged to read the proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.

 

Participants in the Solicitation

 

Cancer Genetics and NovellusDx, and each of their respective directors and executive officers and certain of their other members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the merger. Information about Cancer Genetics’ directors and executive officers is included in Cancer Genetics’ Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 2, 2018, and the Form 10-K/A filed with the SEC on April 30, 2018. Additional information regarding these persons and their interests in the merger will be included in the proxy statement relating to the merger when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above. This communication is not intended to and does not constitute the solicitation of any vote in any jurisdiction pursuant to the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

 

   
 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

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

 

Exhibit

No.

  Description
     
99.1   Press Release of Cancer Genetics, Inc., dated October 8, 2018.

 

   
 

 

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.

 

  Cancer Genetics, Inc.
     
Date: October 9, 2018 /s/ John. A Roberts
  Name:  John A. Roberts
  Title: Chief Executive Officer

 

   
 

 

EX-99.1 2 ex99-1.htm

 

 

Cancer Genetics and Cellaria Partner on Precision Medicine Tools

 

Collaboration focused on developing pharmacology models to support biopharma R&D

 

RUTHERFORD, N.J., Oct. 08, 2018 (GLOBE NEWSWIRE) — Cancer Genetics (Nasdaq: CGIX), a leader in enabling precision medicine for immuno-oncology and genomics through molecular markers and diagnostics, and Cellaria, LLC, a scientific innovator that develops revolutionary new cancer models, today announced a new collaboration to develop extensive precision medicine tools and platform technologies to support the development of new cancer therapeutics.

 

Cancer Genetics will deploy its Genomics Center of Excellence to characterize Cellaria’s pipeline of commercial and custom-developed biopharma products. Cancer Genetics will leverage its biomarker and genomics testing capabilities to better understand patient diversity across clinical disease categories. The combination of Cellaria’s in vitro expertise and Cancer Genetics’s pharmacology expertise will create innovative models that provide detailed, and patient-specific, assessment of response to therapy. The companies will concentrate their genomics testing and pharmacology development efforts on solid tumors in both primary and metastatic disease.

 

John A. Roberts, chief executive officer of Cancer Genetics, commented, “This collaboration came about as part of our 2018 transformation strategy. The addition of Cellaria as a channel partner and access to their in vitro capabilities will greatly enhance our preclinical and biopharma offerings. We are also looking forward to utilizing our genomics and pharmacology services to develop novel, and informative, oncology models for Cellaria and Cellaria’s biopharma clients that will accelerate their drug discovery and development efforts.”

 

David Deems, chief executive officer of Cellaria, said, “Cellaria has a unique business model of generating innovative in vitro disease models which mimick patients’ tumor biology. These models are crucial for accelerating therapeutic research and personalized medicine. The opportunity to collaborate with Cancer Genetics to leverage their robust genomics centers and pharmacology capabilities will advance our mission of building comprehensive and accurate tools for precision oncology.”

 

ABOUT CELLARIA

 

Cellaria creates breakthrough disease models that reflect the unique nature and complexity of a patient. Using these informative models, disease researchers are better able to select promising compounds and work towards personalized approaches that would enable physicians to identify the most effective treatment for each patient’s needs. Cellaria’s innovative products help lead the research community to more personalized therapeutics, revolutionizing and accelerating the search for a cancer cure. For more information, visit www.cellariabio.com. You can learn more about our cell models here.

 

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. Cancer Genetics is developing a global footprint with locations in the US, Australia 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 Cancer Genetics at:

 

Internet: www.cancergenetics.com

 

Twitter: @Cancer_Genetics

 

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 bookings 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, uncertainty of collections from Medicare and third party payors for novel tests and services 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.

 

Investor Contacts:

 

Lee Roth / Carol Ruth

The Ruth Group

Tel: 646-536-7012 / 7004

Email: lroth@theruthgroup.com / cruth@theruthgroup.com

 

Media Contact:

 

Kirsten Thomas

The Ruth Group Tel: 508-280-6592

Email: kthomas@theruthgroup.com

 

   
 

 

 

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