neo-20200409
0001077183FALSE00010771832020-04-092020-04-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
April 9, 2020
 
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter) 
 
Nevada
001-35756
74-2897368
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
12701 Commonwealth Drive, Suite 9,Fort Myers,Florida33913
(Address of principal executive offices)(Zip Code)
(239) 768-0600
(Registrant’s telephone number, including area code) 
 
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 (see General 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each classTrading SymbolName of each exchange on which registered
Common stock ($0.001 par value)NEOThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐ 





Item 2.02Results of Operations and Financial Condition.

On April 9, 2020, NeoGenomics issued a press release announcing preliminary financial results for the quarter ended March 31, 2020 and that it is withdrawing its full year 2020 financial guidance in light of the uncertainty surrounding the ongoing and evolving coronavirus (“COVID-19”) pandemic. A copy of the press release is furnished herewith as Exhibit 99.1 to this report and is incorporated herein by reference. The Company is unable to quantify the COVID-19 pandemic’s current and future impact on its future financial results and cannot presently predict when it will be able to do so. The Company therefore believes it is appropriate to withdraw its 2020 financial guidance at this time.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements
Statements in this Form 8-K regarding the potential future impact of the COVID-19 outbreak are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are provided under the protection of the safe harbor for forward-looking statements provided by that Act. These statements involve risks and uncertainties that could cause results to differ materially from those projected, including, but not limited to, the pendency and impact of the COVID-19 outbreak, government actions taken in response to or in connection with COVID-19, shelter in place orders and third-party business closures related to COVID-19, delayed spending by healthcare providers in connection with COVID-19, supply chain disruptions related to COVID-19, and other factors detailed from time to time in the Company’s SEC reports, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. The Company encourages you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements contained in this Form 8-K. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the Company's actual results may differ materially from the expected results discussed in the forward-looking statements contained in this Form 8-K. The forward-looking statements made in this Form 8-K are made only as of the date of this Form 8-K, and the Company undertakes no obligation to update them to reflect subsequent events or circumstances.

Item 9.01Exhibits.
(d) Exhibits.
99.1 Press Release of NeoGenomics, Inc. dated April 9, 2020.



SIGNATURES
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.
 
NEOGENOMICS, INC.
By:
/s/ Kathryn B. McKenzie
Kathryn B. McKenzie
Chief Financial Officer
April 9, 2020




Exhibit 99.1
image11.jpg


NeoGenomics Provides COVID-19 Business Update


Ft. Myers, Florida – April 9, 2020 - NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of cancer-focused genetic testing services, provided a business update regarding the impact of the COVID-19 pandemic.

NeoGenomics has implemented significant actions to protect its employees while maintaining a continuity of critical oncology testing for cancer patients. Among other actions, the Company has de-densified laboratories and facilities, adjusted laboratory shifts, restricted visitors to facilities, restricted employee travel, implemented an Emergency Paid Time Off policy, provided remote work-environment training and support, and managed its supply chains. Importantly, all main lab facilities have remained open and there has been an uninterrupted continuity of high-quality testing services for clients. NeoGenomics’ priority remains the health and safety of employees and continued quality and service for all clients with a focus on patient care.

NeoGenomics expects First Quarter revenue to be approximately $106 million, an increase of nearly 11% from last year. The Company is withdrawing its previously issued full year 2020 financial guidance in light of uncertainty surrounding the ongoing and evolving COVID-19 pandemic. While revenue trends remained strong in the first two months of the quarter, the Company did see a material impact to volume growth rates in the last two weeks of March. Clinical test volume grew approximately 7% year-over-year in the First Quarter, but was down approximately 20% year-over-year in the last two weeks of March and in early April. The Company had not previously issued First Quarter revenue guidance. Given the relatively sudden decline in volume, the Company now expects that adjusted EBITDA will be below its previously issued guidance of $8 million. The Company does not plan to reduce its employee levels as a result of temporary reductions in volume and is redeploying employees as necessary.

The Company continues to maintain a strong balance sheet with cash in excess of $120 million, including approximately $39 million of cash restricted for construction of its previously announced Fort Myers headquarters. The Company also has significant available borrowing capacity under its credit facility.

“I am extremely proud of our employee response to this unprecedented situation,” said Douglas M. VanOort, NeoGenomics’ Chairman and CEO. “Throughout this crisis we have continued to provide critical testing services to cancer patients with excellent quality, turn-around time, and customer service. While our business is not immune from the impact of COVID-19, it is certainly resilient. We are well positioned competitively, we have a strong balance sheet and liquidity, and we continue to invest in important growth initiatives. Our long-term growth outlook remains compelling and we expect to emerge from this situation stronger than ever.”

NeoGenomics plans to release its first quarter 2020 financial results on Tuesday, April 28, 2020.

The Company has scheduled a web-cast and conference call to discuss its first quarter results on Tuesday, April 28, 2020 at 8:30 AM EDT. Interested investors should dial (844) 602-0380 (domestic)



and (862) 298-0970 (international) at least five minutes prior to the call. A replay of the conference call will be available until 8:30 AM EDT on May 12, 2020, and can be accessed by dialing (877) 481-4010 (domestic) and (919) 882-2331 (international). The playback conference ID Number is 33955. The web-cast may be accessed under the Investor Relations section of our website at www.neogenomics.com. An archive of the web-cast will be available until 08:30 AM EDT on April 28, 2021.

About NeoGenomics, Inc.

NeoGenomics, Inc. specializes in cancer genetics testing and information services. The Company provides one of the most comprehensive oncology-focused testing menus in the world for physicians to help them diagnose and treat cancer. The Company's Pharma Services Division serves pharmaceutical clients in clinical trials and drug development.

Headquartered in Fort Myers, FL, NeoGenomics operates CAP accredited and CLIA certified laboratories in Ft. Myers and Tampa, Florida; Aliso Viejo, Carlsbad, Fresno and San Diego California; Houston, Texas; Atlanta, Georgia; Nashville, Tennessee; and CAP accredited laboratories in Rolle, Switzerland, and Singapore. NeoGenomics serves the needs of pathologists, oncologists, academic centers, hospital systems, pharmaceutical firms, integrated service delivery networks, and managed care organizations throughout the United States, and pharmaceutical firms in Europe and Asia. For additional information about NeoGenomics, visit http://www.neogenomics.com/.

Forward Looking Statements

Certain information contained in this press release constitutes forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward looking statements involve a number of risks and uncertainties that could cause actual future results to differ materially from those anticipated in the forward-looking statements as the result of the Company’s ability to continue gaining new customers, offer new types of tests, integrate its acquisitions and otherwise implement its business plan, as well as additional factors discussed under the heading “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2020. As a result, this press release should be read in conjunction with the Company's periodic filings with the SEC. In addition, it is the Company’s practice to make information about the Company available by posting copies of its Company Overview Presentation from time to time on the Investor Relations section of its website at http://ir.neogenomics.com/.

Forward-looking statements represent the Company’s estimates only as of the date such statements are made (unless another date is indicated) and should not be relied upon as representing the Company’s estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if its estimates change.

For further information, please contact:

NeoGenomics, Inc.
William Bonello
Director, Investor Relations
(239)690-4238 (w) (239)284-4314 (m)
[email protected]
2