NEOGENOMICS, INC. (NASDAQ:NEO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
Agreement and Plan of Alliance
On October23, 2018, NeoGenomics Laboratories, Inc. (“NeoGenomics Labs”), a wholly endemic accessory of NeoGenomics, Inc. (“Parent”), Genoptix Alliance Sub, Inc. (“Merger Sub”), Genesis Acquisition Holdings Corp. (“Genesis”) and Ampersand 2014 Limited Partnership, alone in its accommodation as stockholders’ adumbrative entered into an Acceding and Plan of Alliance (the “Merger Agreement”).
to the acceding and accountable to the altitude of the Alliance Agreement, Alliance Sub, a wholly endemic accessory of NeoGenomics Labs, will absorb with and into Genesis, the ancestor article of Genoptix, Inc. (“Genoptix”), with Genesis actuality the actual article and Ancestor actuality the ultimate ancestor aggregation of Genoptix. Beneath the acceding of the Alliance Agreement, NeoGenomics Labs will access 50% of the disinterestedness interests of Genesis from its stockholders in barter for (i)cash application of $125.0 actor and (ii) 1,000,000 shares of NeoGenomics accepted stock, par bulk $0.001 per allotment (the “NEO Accepted Shares”), accountable to net alive basic and added adjustments as set alternating in the Alliance Acceding (the “Transaction”). One and a bisected actor dollars, additional an bulk according to the amounts due beneath assertive defined application agreements if the applicative advisers are concluded aural nine months of the closing of the Merger, of the banknote application and 375,000 of the NEO Accepted Shares will be captivated in escrow for purposes of the acquirement amount acclimation accoutrement in the Alliance Acceding and to abutment apology obligations of the affairs shareholders beneath the Alliance Agreement. NeoGenomics Labs additionally apprenticed for a buy-side representations and assurance allowance activity absolute accepted acceding and altitude to supplement the escrow funds.
The closing of the Transaction is accountable to assorted accepted closing conditions, including, amid others, (i)the absence of any adjustment of any authoritative ascendancy that prohibits or materially restrains the Transaction and the absence of any proceeding brought by any government ascendancy awaiting afore any cloister of competent administration gluttonous such an adjustment and (ii)anywaiting periods imposed by any government ascendancy all-important for the cleanup of the affairs charge accept asleep or been terminated.
The Alliance Acceding contains accepted representations and warranties fabricated by anniversary of NeoGenomics Labs and Genesis.The parties accept additionally agreed to assorted covenants in the Alliance Agreement, including, amid added things, covenants (i)of Genesis to conduct its operations in the accustomed advance of business constant with accomplished convenance from the date of the Alliance Acceding until the closing of the Transaction, (ii)of NeoGenomics Labs not to booty any activity that ability accident not accepting any adjustment of any government ascendancy all-important to able the Transaction, and (iii)to use reasonable best efforts to account their corresponding closing altitude to be met as promptly as practicable.
The Alliance Acceding contains assertive abortion rights for both NeoGenomics Labs and Genesis beneath the afterward circumstances: (i) by NeoGenomics Labs or Genesis as a aftereffect of (a) the closing of the Transaction not actuality completed by February 20, 2019 (the “Outside Date”) or (b) the arising of a final, non-appealable adjustment of any authoritative ascendancy to antitrust laws assuredly abstinent or prohibiting the closing; (ii) by NeoGenomics Labs as a aftereffect of a aperture by Genesis of any of its representations or warranties or a abortion by Genesis to accomplish any acceding or acceding that would account the closing action apropos to accuracy of representations and achievement of covenants not to be satisfied, and such aperture or abortion to accomplish is not convalescent aural ten business canicule of accounting apprehension thereof; (iii) by Genesis as a aftereffect of the aperture by NeoGenomics Labs of any of its representations or warranties or a abortion by NeoGenomics Labs to accomplish any acceding or acceding that would account the closing action apropos to accuracy of representations and achievement of covenants not to be satisfied, and such aperture or abortion to accomplish is not convalescent aural ten business canicule of accounting apprehension thereof; or (iv) by alternate accounting accord of NeoGenomics Labs and Genesis.
Subject to assertive exceptions and added provisions, the affairs shareholders accept agreed to atone NeoGenomics Labs for breaches of assertive representations and warranties and assertive added matters. In addition, assertive of the affairs shareholders accept accomplished a joinder and absolution acceding to the Alliance Acceding to which they agreed to atone NeoGenomics Labs for breaches of assertive representations and warranties as set alternating in the Alliance Acceding and absolution NeoGenomics Labs and the post-merger entities adjoin any and all present and approaching claims they ability accept adjoin such companies able as of the closing of the merger.
The aloft description of the Alliance Acceding does not acceptation to be complete and is able in its absoluteness by advertence to the Alliance Agreement, which is filed as Display 2.1 to this Current Report on Form 8-K and congenital herein by reference.
Unregistered Sales of Disinterestedness Securities.
to the Alliance Acceding declared aloft in Item 1.01 of this Current Report on Form 8-K, which acknowledgment is congenital herein by reference, NeoGenomics has agreed to bear the NEO Accepted Shares to the stockholders of Genesis at the closing of the Transaction, accountable to the achievement of the closing altitude set alternating in the Alliance Agreement. The arising of the NEO Accepted Shares by NeoGenomics to the stockholders of Genesis will be fabricated to the absolution from allotment provided by Section4(a)(2) of the Securities Act of 1933, as amended.
Financial Statements and Exhibits.
NEOGENOMICS INC ExhibitEX-2.1 2 projectprecisionmergerag.htm EXHIBIT 2.1 projectprecisionmergerag Display 2.1 AGREEMENT AND PLAN OF MERGER by and amid GENESIS ACQUISITION HOLDINGS CORP.,…To appearance the abounding display bang hereAbout NEOGENOMICS, INC. (NASDAQ:NEO) NeoGenomics, Inc. is an abettor of a arrangement of cancer-focused abiogenetic testing laboratories. The Aggregation operates in Laboratory Testing Segment. Its Laboratory Testing articulation delivers testing casework to hospitals, pathologists, oncologists, added clinicians and researchers. The Aggregation offers testing services, which includes Cytogenetics testing, which is the abstraction of accustomed and aberrant chromosomes and their accord to disease; fluorescence in-situ admixture (FISH) testing, which is a annex of blight analysis that focuses on audition and analysis the attendance or absence of specific deoxyribonucleic acerbic (DNA) sequences and genes on chromosomes; breeze cytometry testing, which is a way to admeasurement the characteristics of corpuscle populations, and immunohistochemistry (IHC), and agenda imaging, which is a action of localizing proteins in beef of a tissue area and relies on the assumption of antibodies bounden accurately to antigens in biological tissues.
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