Cancer Genetics, Inc. announces strategic transactions

0

Note Payment received from Interpace Diagnostics Group, Inc.

Settlement Agreement with NovellusDx

Restructured note agreement with an unsecured lender

M&A advisory agreement with HC Wainwright & Co.

Continue to significantly reduce the burden of its debt and
will continue to operate its Discovery business

Rutherford, NJ, Oct 24, 2019 (GLOBE NEWSWIRE) – Cancer Genetics, Inc. (Nasdaq: CGIX), a leader in proprietary preclinical testing systems supporting early-stage drug discovery and development valued by the pharmaceutical industry, biotechnology companies and academic research centers, today announced, among others, the completion of several strategic transactions.

Following the previously announced sale of the company’s BioPharma business to Interpace Diagnostics Group, Inc. (Nasdaq: IDXG) or its subsidiary, IDXG or its subsidiary paid approximately $ 6 million in cash to CGIX on the 24th. October 2019, as partial settlement of a promissory note with an initial face amount of approximately $ 7.7 million due to CGIX. The gross purchase price of the BioPharma sale transaction was $ 23.5 million less certain closing adjustments totaling approximately $ 2.0 million, in addition to IDXG assumption of approximately 5.2 million dollars in liabilities related to the BioPharma business. IDXG or its subsidiary paid approximately $ 9.25 million in cash at closing to the company’s former senior secured lenders, and the balance of the cash portion of the purchase price of approximately $ 2.25 million. dollars (net of fees) was paid to the company. The subsidiary of IDXG also issued a promissory note to CGIX with an initial face amount of approximately $ 7.7 million, subject to certain post-closing adjustments and holdbacks. The note was due following the approval by the shareholders of IDXG of a significant investment by Ampersand Capital Partners in IDXG and the closing of this investment, which took place on October 16, 2019. The payment of approximately $ 6 million represents amounts known to be due on this date. . After known post-closing reductions of approximately $ 0.8 million, the Company could receive up to an additional $ 0.9 million in January 2020 or thereafter, subject to certain contingencies and set-off rights. IDXG.

Previously, CGIX had borrowed $ 1.5 million under a credit agreement and an unsecured convertible promissory note with NovellusDx Ltd. on September 18, 2018 as part of a proposed merger, which was subsequently terminated in December 2018. To resolve all matters relating to the credit agreement and the terminated the merger agreement, on October 21, 2019 , CGIX entered into a settlement agreement with NovellusDx, whereby CGIX paid NovellusDx $ 100,000 in cash and agreed to remit $ 1.0 million within five business days from the date it received the payment of the instrument of the IDXG on behalf of its subsidiary described above. In addition, CGIX is required to pay NovellusDx $ 50,000 per month for the next nine months, for a total of $ 450,000, after which the credit agreement and the promissory note will terminate. Subject to the Company making the payment of $ 1 million, NovellusDx and CGIX have each agreed to waive any claims against each other under the Credit Agreement and the Merger Agreement terminated from December 2018, with the exception of the remaining payments totaling $ 450,000.

On October 21, 2019, CGIX entered into a note purchase agreement with Atlas Sciences, LLC to borrow $ 1.25 million under an unsecured promissory note with an initial principal amount of approximately $ 1. $ 35 million (the difference being the discount and the original issue costs). The proceeds of the note, along with approximately $ 1.46 million in cash to be provided by CGIX, will be used to reimburse the unpaid amount owed to Iliad Research and Trading, LP (a subsidiary of Atlas Sciences, LLC) under the promissory note issued on July 17, 2018.

Also on October 21, 2019, CGIX entered into a mergers and acquisitions advisory engagement with HC Wainwright & Co. LLC to assist CGIX in its ongoing strategic initiatives aimed at identifying and evaluating acquisitions, mergers, business combinations or other transactions. potential strategies involving CGIX. The company does not intend to discuss or disclose other developments regarding the strategic review process unless and until its board of directors has approved a specific action or determined other than a disclosure. additional is appropriate or required by law.

About Cancer Genetics, Inc.

Through the acquisition of vivoPharm in 2017, the company’s wholly owned subsidiary, vivoPharm, offers proprietary preclinical test systems supporting early stage clinical diagnostic offerings valued by the pharmaceutical industry, biotechnology companies and university research centers. vivoPharm specializes in conducting bespoke studies to guide drug development, starting with libraries of compounds and ending with a comprehensive set of in vitro and in vivo data and reports, as needed for drug repositories. new investigational drugs. The company reported revenue from its Discovery business of $ 3.3 million for the six-month period ended June 30, 2019, compared to $ 2.7 million for the six-month period ended June 30, 2018.

Forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements relating to Cancer Genetics, Inc.’s expectations regarding future financial and / or operational results, the potential of our tests and services and income or growth in this press release constitute forward-looking statements.

All statements that are not historical facts (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 regarding our ability to collect future income streams and to settle with our creditors, risks regarding our ability to successfully operate the business. Discovery, risks relating to our need and ability to obtain future capital to meet our obligations to our lenders and creditors, risks of cancellation of customer contracts or interruption of trials, risks that anticipated profits from transactions described herein will not materialize, uncertainties regarding the evaluation of strategic options, maintenance of intellectual property rights, risks associated with maintaining our listing on the Nasdaq and other risks described in Cancer Form 10-K Genetics, Inc. for the fiscal year ended December 31, 2018 and Form 10-Q for the quarters ended March 31 and June 30 2 019, as well as other documents filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Cancer Genetics, Inc. assumes no obligation to update these forward-looking statements.

Investor contacts:
John A. Roberts
Email: [email protected]


Source link

Share.

Leave A Reply