Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 4, 2021, Cancer Genetics, Inc. (the "Company" or "CGI") received
written notice from the Listing Qualifications Staff of The Nasdaq Stock Market
("Nasdaq") notifying the Company that it no longer complies with Nasdaq Listing
Rule 5620(a) due to the Company's failure to hold an annual meeting of
stockholders within twelve months of the end of the Company's fiscal year ended
December 31, 2019 (the "Annual Meeting Requirement"). As previously announced,
on August 21, 2020, the Company entered into an Agreement and Plan of Merger and
Reorganization ("Merger Agreement") with StemoniX, Inc. ("StemoniX") for
purposes of a proposed merger transaction (the "Merger"). On October 16, 2020,
the Company filed a registration statement on Form S-4, which has not yet been
declared effective by the Securities and Exchange Commission (the "SEC"), that
includes a proxy statement for purposes of seeking CGI stockholder approval of
the Merger and related matters and for purposes of holding an annual meeting of
CGI stockholders, including the election of directors.
Nasdaq's notice has no immediate effect on the listing of the Company's common
stock on the Nasdaq Capital Market. Under Nasdaq Listing Rule 5810(c)(2)(G), the
Company has 45 calendar days from January 4, 2021, or February 18, 2021, to
submit to Nasdaq a plan to regain compliance with the Annual Meeting
Requirement. If Nasdaq accepts the Company's plan, Nasdaq may grant an extension
of up to 180 calendar days from December 31, 2020, the date of the Company's
fiscal year end for its last fiscal year, or June 29, 2021, to regain
compliance. If Nasdaq does not accept the Company's plan, the Company will have
the right to appeal such decision to a Nasdaq hearings panel.
The Company intends to submit to Nasdaq, within the requisite period, a plan to
regain compliance with the Annual Meeting Requirement. There can be no assurance
that Nasdaq will accept the Company's plan or that the Company will be able to
regain compliance with the Annual Meeting Requirement or maintain compliance
with any other Nasdaq requirement in the future.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger between CGI and StemoniX, CGI has filed
relevant materials with the SEC, including a registration statement on Form S-4
that contains a proxy statement/prospectus/information statement. INVESTORS AND
SECURITY HOLDERS OF CGI AND STEMONIX ARE URGED TO READ THESE MATERIALS (AS WELL
AS AMENDMENTS AND SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY
REFERENCE THEREIN) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CGI, STEMONIX AND THE PROPOSED MERGER. The proxy
statement/prospectus/information statement and other relevant materials (when
they become available), 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: Cancer Genetics, Inc.,
c/o John A. Roberts, Chief Executive Officer, 201 Route 17 North 2nd Floor,
Rutherford, NJ 07070. Investors and security holders are urged to read the
Registration Statement 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 its Annual Report on Form 10-K for the year ended December 31, 2019, which
was filed with the SEC on May 29, 2020, and in subsequent documents filed and to
be filed with the SEC, including the Registration Statement 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
Registration Statement and other relevant materials to be filed with the SEC
when they become available. 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" 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 and
StemoniX'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 relating to the merger; (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; (v) volatility
and uncertainty in the financial markets and general economic conditions, which
could have an adverse impact on CGI and/or StemoniX, and (vi) those risks
detailed in CGI's most recent Annual Report on Form 10-K and Quarterly Report on
Form 10-Q, and subsequent reports filed with the SEC, as well as other documents
that may be filed by CGI from time to time with the SEC. 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.
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