UNITED STATES
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
Date of Report (Date of earliest event reported):May 31, 2019
CANCER GENETICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-35817 | | 04-3462475 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| 201 Route 17 North 2nd Floor, Rutherford, New Jersey | | 07070 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code(201) 528-9200
(Former name or former address, if changed since last report)
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 (seeGeneral Instruction A.2. below):
| [ ] | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | CGIX | | The Nasdaq Capital Market |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 31, 2019, Cancer Genetics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following five proposals, each of which is described in detail in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2019. The results of each matter voted upon are as follows:
Proposal No. 1: Election of Directors. The following individuals were elected to the Company’s Board of Directors. All directors of the Company hold office until the next annual meeting or until their respective successors are duly elected and qualified or their earlier resignation or removal:
| Name | | For | | | Withheld | | | Broker
Non-Votes | |
| John Pappajohn (Chairman of the Board) | | | 18,270,031 | | | | 1,316,126 | | | | 24,556,135 | |
| Raju S.K. Chaganti, Ph.D. | | | 16,510,281 | | | | 3,075,876 | | | | 24,556,135 | |
| Edmund Cannon | | | 18,296,233 | | | | 1,289,924 | | | | 24,556,135 | |
| Franklyn G. Prendergast, M.D., Ph.D. | | | 18,253,946 | | | | 1,332,211 | | | | 24,556,135 | |
| Michael J. Welsh, M.D. | | | 18,297,732 | | | | 1,288,425 | | | | 24,556,135 | |
| Geoffrey Harris | | | 18,308,173 | | | | 1,277,984 | | | | 24,556,135 | |
| Howard McLeod | | | 18,296,549 | | | | 1,289,608 | | | | 24,556,135 | |
Proposal No. 2: Advisory Vote on Compensation of Named Executive Officers. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
| For | | Against | | | Abstain | | | Broker
Non-Votes | |
| 15,924,273 | | | 3,533,072 | | | | 128,812 | | | | 24,556,135 | |
Proposal No. 3: Advisory Vote on Frequency of Advisory Vote on Compensation of Named Executive Officers. The stockholders voted to indicate, on an advisory basis, that the preferred frequency of stockholder advisory votes on the compensation of named executive officers is every 1 year.
| 1 Year | | 2 Years | | | 3 Years | | | Abstain | | | Broker
Non-Votes | |
| 19,064,078 | | | 82,287 | | | | 246,218 | | | | 193,574 | | | | 24,556,135 | |
Proposal No. 4: Approval of Issuance of Common Stock. The stockholders voted to approve and ratify, for purposes of Nasdaq Rule 5635(d), the potential issuance of shares of common stock equal to 20% or more of the Company’s pre-transaction outstanding common stock upon conversion of the outstanding balance (including interest thereon) of the Credit Agreement, dated September 18, 2018, between NovellusDx Ltd. and the Company.
| For | | Against | | | Abstain | | | Broker
Non-Votes | |
| 18,625,452 | | | 792,873 | | | | 167,832 | | | | 24,556,135 | |
Proposal No. 5: Approval of Amendment to Certificate of Incorporation to Effect Reverse Stock Split. The stockholders voted to approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of common stock, at a ratio in the range from 5-for-1 to 30-for-1, with such specific ratio to be determined by the Company’s board of directors following the Annual Meeting.
| For | | Against | | | Abstain | | | Broker
Non-Votes | |
| 35,166,508 | | | 8,465,059 | | | | 510,725 | | | | - | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CANCER GENETICS, INC. |
| | | |
| | By: | /s/ John A. Roberts |
| | Name: | John A. Roberts |
| | Title: | Chief Executive Officer |
| | | |
| Date: June 3, 2019 | | |
