Cancer Genetics, Inc. (the “Company”) (Nasdaq: CGIX), an emerging
leader in novel drug discovery techniques, announced the results of
its March 24, 2021 shareholder meeting to approve the upcoming
merger with StemoniX, Inc. ("StemoniX").
At a Special Meeting of Stockholders, 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.
Chief Executive Officer of Cancer Genetics, Jay
Roberts, stated, "The Cancer Genetics team is thankful for the
participation and support of our shareholders for voting in favor
of the merger with StemoniX. In addition, we are thankful to our
management teams and board members from both Cancer Genetics and
StemoniX for their effort in bringing the merger to this point. We
are proud to be combining forces and we are prepared to execute on
our business plan.
ABOUT CANCER GENETICS
Through its vivoPharm subsidiary, Cancer
Genetics offers proprietary preclinical test systems supporting
clinical diagnostic offerings at early stages, valued by the
pharmaceutical industry, biotechnology companies and academic
research centers. The Company is focused on precision and
translational medicine to drive drug discovery and novel 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, as
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.
ABOUT STEMONIX, INC.
StemoniX is empowering the discovery of new
medicines through the convergence of novel human biology and
software technologies. StemoniX develops and manufactures
high-density, at-scale human induced pluripotent stem (iPSC)
cell-derived neural and cardiac screening platforms for drug
discovery and development. Predictive, accurate, and consistent,
these human models enable scientists to quickly and economically
conduct research with improved outcomes in a simplified workflow.
Through collaborations with drug discovery organizations, StemoniX
tests compounds in-house, creates new cell-based disease models,
and operationalizes custom human iPSC disease models at large scale
for high-throughput screening. With leading-edge iPSC technologies
and data science, StemoniX is helping global institutions bring the
most promising medicines to patients. To learn more about how
StemoniX products and services are accelerating discoveries, please
visit www.StemoniX.com.
For more information, please visit or follow CGI
at:
Internet: www.cancergenetics.com
Twitter: @Cancer_Genetics
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.
Investor Contacts: Jennifer K. Zimmons. Ph.D.
Investor Relations Zimmons International Communications, Inc.
Email: jzimmons@zimmonsic.com Phone: +1.917.214.3514
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