SEC Form 425 filed by Cancer Genetics, Inc.

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 24, 2021

CANCER GENETICS, INC.

(Exact Name of Company as Specified in its Charter)

201 Route 17 North 2nd Floor, Rutherford, New Jersey 07070

(Address of Principal Executive Offices) (Zip Code)

Company’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 Company under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the Company 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 [  ]

If an emerging growth company, indicate by check mark if the Company 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. [  ]

Securities registered pursuant to Section 12(b) of the Act:

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 24, 2021, CGI held a special meeting of its stockholders at CGI’s facility located at 1214 Research Boulevard, Hummelstown, PA 17036 (the “Special Meeting”). As of February 8, 2021, the record date for the Special Meeting, there were a total of 7,094,924 shares of CGI’s common stock (the “Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 5,054,858 shares of Common Stock were present in person or by proxy and, therefore, a quorum was present.

At the Special Meeting, CGI’s stockholders, upon the unanimous recommendation of the board of directors of CGI: (a) voted in favor of the issuance of shares of Common Stock, warrants and options pursuant to the Agreement and Plan of Merger and Reorganization, dated as of August 21, 2020, as amended, with StemoniX; (b) voted in favor of the amendment to the certificate of incorporation of CGI effecting a reverse stock split of the issued and authorized shares of Common Stock, at a ratio in the range from 1-for-2 to 1-for-10, with such specific ratio to be determined by the CGI board; (c) voted to approve the Cancer Genetics, Inc. 2021 Equity Incentive Plan and to authorize for issuance 4,500,000 shares of Common Stock thereunder; and (d) voted to approve on an advisory basis, the compensation that may be paid or become payable to CGI’s named executive officers in connection with the merger. No vote was taken on the fifth proposal, the proposal to adjourn the Special Meeting, if necessary, for the purpose of soliciting additional proxies to vote in favor of the proposals submitted at the Special Meeting, because there were sufficient votes to approve such proposals.

The voting results for each item of business voted upon at the Special Meeting were as follows:

Proposal 1 — Approval of the issuance of Common Stock pursuant to the Merger Agreement

Proposal No. 2: Approval of the amendment to the certificate of incorporation of CGI effecting a reverse stock split at a ratio in the range from 1-for-2 to 1-for-10

Proposal No. 3: Approval of the Cancer Genetics, Inc. 2021 Equity Incentive Plan and authorization to issue 4,500,000 shares of Common Stock thereunder

Proposal No. 4: Approval on an advisory basis, the compensation that may be paid or become payable to CGI’s named executive officers in connection with the merger

Item 8.01 Other Events.

CGI and StemoniX expect that the transactions contemplated by the Merger Agreement, including the proposed merger, will be consummated on or about March 30, 2021, subject to satisfaction of the closing conditions set forth in the Definitive Proxy Statement dated February 12, 2021.

Additional Information about the Proposed Merger and Where to Find It

In connection with the proposed merger between StemoniX and CGI, CGI has filed relevant materials with the Securities and Exchange Commission, or the SEC, including a registration statement on Form S-4 that has been filed and contained a proxy statement/prospectus/information statement, and which registration statement was declared effective on February 12, 2021. A definitive proxy statement/prospectus/information statement was filed on February 16, 2020, and was mailed to stockholders on February 16, 2021. INVESTORS AND SECURITY HOLDERS OF CGI AND STEMONIX ARE URGED TO READ THESE MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CGI, STEMONIX AND THE PROPOSED MERGER. The proxy statement, prospectus and other relevant materials, and any other documents filed by CGI with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by CGI by directing a written request to: CGI Holdings, c/o John A. Roberts, Chief Executive Officer, 201 Route 17 North 2nd Floor, Rutherford, New Jersey 07070. Investors and security holders 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 proposed merger.

This report shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

CGI and its directors and executive officers and StemoniX and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of CGI in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of CGI and their ownership of shares of CGI’s Common Stock is set forth in the proxy statement/prospectus referred to above. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the proposed merger, by security holdings or otherwise, are included in the proxy statement/prospectus. These documents are available free of charge at the SEC web site (www.sec.gov) and from the Chief Executive Officer at CGI at the address described above.

Forward-Looking Statements

This report contains forward-looking statements based upon CGI’s and StemoniX’s current expectations. This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CGI and StemoniX generally identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. CGI and StemoniX have based these forward-looking statements largely on their then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of CGI’s and StemoniX’s control. CGI’s and StemoniX’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with CGI’s ability to obtain the shareholder approval required to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, (iv) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction; and (v) those risks detailed in the proxy statement/prospectus. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither CGI nor StemoniX can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, CGI and StemoniX undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Item 9.01 Financial Statements and Exhibits.

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.