neo8k012406
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
January 18, 2006
NeoGenomics, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 333-72097 74-2897368
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12701 Commonwealth Drive, Suite 9, Fort Myers, FL 33913
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (239) 768-0600
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 18, 2006, NeoGenomics, Inc. (the "Company") entered into a
binding letter agreement (the "Aspen Agreement") with Aspen Select Healthcare,
LP,("Aspen") which provides, among other things, that (a) Aspen has waived
certain pre-emptive rights in connection with the sale of $400,000 of common
stock at a purchase price of $0.20/share and the granting of 900,000 warrants
with an exercise price of $0.26/share to a SKL Limited Partnership, LP ("SKL" as
more fully described below); (b) Aspen shall have the right, up to April 30,
2006, to purchase up to $200,000 of restricted shares of the Company's common
stock at a purchase price per share of $0.20/share (1.0 million shares) and
receive a five year warrant to purchase up to 450,000 shares of the Company's
common stock at an exercise price of $0.26/share in connection with such
purchase (the "Equity Purchase Rights"); (c) in the event that Aspen does not
exercise its Equity Purchase Rights in total, the Company shall have the right
to sell the difference to SKL at terms no more favorable than Aspen's Equity
Purchase Rights; (d) Aspen and the Company will amend that certain Loan
Agreement, dated March 23, 2005 (the "Loan Agreement"), between the parties
(such Loan Agreement as amended, the "Credit Facility Amendment"); (e) Aspen
shall have the right, until April 30, 2006, to provide up to $200,000 of
additional secured indebtedness to the Company under the Amended Credit Facility
and receive a five year warrant to purchase up to 450,000 shares of the
Company's common stock with an exercise price of $0.26/share (the "New Debt
Rights"); (f) the Company has agreed to amend and restate that certain warrant
agreement, dated March 23, 2005 to provide that all 2,500,000 warrant shares
(the "Existing Warrants") shall be vested and the exercise price per share shall
be reset to $0.31 per share; and (g) the Company has agreed to amend that
certain Registration Rights Agreement, dated March 23, 2005 (the "Registration
Rights Agreement"), between the parties to incorporate the Existing Warrants and
any new shares or warrants issued to Aspen in connection with the Equity
Purchase Rights or the New Debt Rights.
Under the terms of the contemplated Credit Facility Amendment, Aspen and
the Company have agreed as follow:
(1) The maturity date of the Credit Facility shall be extended to September
30, 2007.
(2) Paragraph 11 of the existing Loan Agreement (Borrower's Negative
Covenants) shall be amended to allow for Permitted Indebtedness of up to a total
of $500,000 of vendor and lease financing on capital equipment, including
straight vendor financing and both operating and capital lease financing, in the
aggregate at any given time during the term of the Credit Facility (the "Capital
Equipment Financing Basket") and allow for Permitted Liens on such equipment.
The Company agrees that its recently completed lease financing for a second flow
cytometer of $125,000 (whether accounted for as an operating lease or a capital
lease) will be attributed to this Capital Equipment Financing Basket. As part of
this Agreement, Aspen agrees that it will waive until the Amendment Date, the
current default that arose from the Company's entry into this lease for the
second flow cytometer. The parties further agree that any short term vendor
financing for the purchase of capital equipment, including extended payment
terms as is the case with the Company's contemplated purchase of an automated
spot counter, shall be allowable under this Capital Equipment Financing Basket.
As part of this Agreement, Aspen agrees that it will waive until the Amendment
Date, any default that may arise as a result of the Company's contemplated
purchase of the automated spot counter that occurs prior to the time that such
amended and restated Credit Facility can be executed. Aspen further agrees that
it will assist the Company in securing an operating lease line from one or more
lessors at an appropriate point in time.
(3) The Permitted Indebtedness section of paragraph 11 of the Loan
Agreement shall be amended to allow for an aggregate of up to $400,000 of
convertible draw notes from Cornell Capital Partners LP during the life of the
Credit Facility (unless the proceeds of such Cornell convertible draw notes are
used to repay the Company's indebtedness to Aspen); provided that such
convertible draw notes contain an option for a fixed price conversion at any
time and have a term of no longer than six months unless the proceeds of such
convertible draw notes are used to pay-off the Credit Facility.
(4) The definition of Permitted Indebtedness in paragraph 11 of the Loan
Agreement shall be amended to allow for real estate leases entered into by the
Company, provided that such real estate leases have been approved by the Board
of Directors and contain no more than $100,000 of leasehold improvements
embedded within the lease stream.
(5) The structure of the Credit Facility shall be amended so that it is a
draw facility whereby once principal payments have been made to Aspen by the
Company, the Company can no longer draw such amounts and that portion of the
availability will expire. The parties agree that all principal payments from the
Company will retire the unsecured portion of the Credit Facility first.
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(6) The Company and Aspen agree to such other amendments to the Credit
Facility documents as may be mutually agreed upon, including, but not limited to
a clarification of Paragraph 16 of the Loan Agreement to include a provision
that if the Company does not properly notify Aspen of an event of default, that
is in and of itself a default and that the date of such default will be deemed
to be the first date which circumstances gave rise to the event of default for
purposes of calculating the 30 day cure period, and further that Aspen may so
notify the Company of this type of default or any other type of default that may
have occurred.
Aspen Select Healthcare, LP is a private investment partnership that,
before giving effect to the above Aspen Agreement, owns 39.9% of the Company's
fully-diluted shares. Aspen has also previously provided $1.5 million of
indebtedness to the Company under the Loan Agreement. Pursuant to a Shareholders
Agreement, dated March 23, 2005, Aspen has the rights to appoint up to three
persons, out of a total of seven, to the Company's Board of Directors and
nominate one mutually acceptable independent director.
On January 21, 2006 the Company entered into a subscription agreement (the
"Subscription") with SKL Family Limited Partnership, LP, a New Jersey limited
partnership, whereby SKL purchased 2.0 million shares (the "Subscription
Shares") of the Company's common stock at a purchase price of $0.20/share for
$400,000. Under the terms of the Subscription, the Subscription Shares are
restricted for a period of 24 months and then carry piggyback registration
rights to the extent that exemptions under Rule 144 are not available to SKL. In
connection with the Subscription, the Company also issued a warrant to purchase
900,000 shares of the Company's common stock at an exercise price of
$0.26/share. Such warrant expires from the date of issuance and all such warrant
shares are vested. SKL has no previous affiliation with the Company.
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ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 above
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit No. Description.
Exhibit Description Location
99.1 Letter Agreement between NeoGenomics, Inc. Provided herewith
and Aspen Select Healthcare, L.P. dated
January 18, 2006
99.2 Stock Purchase Agreement between Provided herewith
NeoGenomics, Inc. and SKL Limited
Partnership, dated January 21, 2006
99.3 Press Release, dated January 25, 2006 Provided herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed in its behalf by the
undersigned, thereunto duly authorized.
Date: January 24, 2006 NeoGenomics, Inc.
By: /s/ Robert Gasparini
Name: Robert Gasparini
Title: President