Cancer Genetics Announces $10.0 Million Private Placement Priced At-the-Market
28 Janvier 2021 - 10:01PM
Cancer Genetics, Inc. (the “Company”) (Nasdaq: CGIX), a leader in
drug discovery and preclinical oncology and immuno-oncology
services, today announced that it has entered into securities
purchase agreements with certain institutional and accredited
investors to raise approximately $10.0 million through the issuance
of an aggregate 2,758,624 shares of its common stock (or pre-funded
warrants in lieu thereof) and warrants to purchase up to an
aggregate of 2,758,624 shares of common stock, at a combined
purchase price of $3.625 per share of common stock (or common stock
equivalent in lieu thereof) and associated warrant in a private
placement priced at-the-market under Nasdaq rules. The closing of
the private placement is expected to occur on or about February 1,
2021, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The warrants have an exercise price of $3.50 per
share, are exercisable immediately and have a term of five and
one-half years.
The Company currently intends to use the net
proceeds from the offering for general corporate purposes,
including working capital and capital expenditures. The net
proceeds are also expected to be available to the combined company
once the previously announced merger with StemoniX closes, which is
subject to stockholder approval.
The securities described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Act") and Regulation D promulgated
thereunder and in a transaction not involving a public offering and
have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or applicable state securities
laws. Accordingly, the securities may not be reoffered or resold in
the United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
Under an agreement with the investors, the
Company is required to file an initial registration statement with
the Securities and Exchange Commission covering the resale of the
shares of common stock to be issued to the investors by 9:30 a.m.,
Eastern Time, on February 2, 2021 and to use its best efforts to
have the registration statement declared effective as promptly as
practical thereafter, and in any event no later than 90 days after
today in the event of a “full review” by the Securities and
Exchange Commission.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state.
About Cancer Genetics, Inc.
Through its vivoPharm subsidiary, Cancer
Genetics offers proprietary preclinical test systems supporting
drug discovery programs valued by the pharmaceutical industry,
biotechnology companies, and academic research centers. The Company
is focused on precision and translational medicine to drive drug
discovery toward novel and repurposed therapies. vivoPharm
specializes in conducting studies tailored to guide drug
development, starting from compound libraries and ending with a
comprehensive set of in vitro and in vivo data
and reports, which are needed for Investigational New Drug
filings. vivoPharm operates in the Association for Assessment
and Accreditation of Laboratory Animal Care International (AAALAC)
accredited and GLP compliant audited facilities. For more
information, please visit www.cancergenetics.com.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements pertaining to Cancer Genetics,
Inc.’s expectations regarding future financial and/or operating
results, the proposed offering of Cancer Genetics, Inc.’s shares of
common stock, including as to the completion of the private
placement described above, the satisfaction of customary closing
conditions related to the private placement and the intended use of
net proceeds from the private placement, potential for our tests
and services and future revenues or growth in this press release
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 our
ability to satisfy closing conditions and as to the timing, size
and completion of the private placement; and market and other
conditions; our ability to satisfy all closing conditions to the
merger with StemoniX, Inc., including financing conditions and
Nasdaq listing requirements, our attempts to adapt to the global
coronavirus pandemic, achieve profitability by increasing sales of
our pre-clinical services, maintain our existing customer base and
avoid cancellation of customer contracts or discontinuance of
trials, raise capital to meet our liquidity needs, and market and
other conditions, properly evaluate strategic options, and other
risks discussed in the Cancer Genetics, Inc. Form 10-K for the year
ended December 31, 2019 and Form 10-Q for the quarter ended
September 30, 2020, 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: Jennifer K.
Zimmons. Ph.D.Investor RelationsZimmons International
Communications, IncEmail: jzimmons@zimmonsic.comPhone:
+1.917.214.3514
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