NeoGenomics Inc.

08/12/2022 | Press release | Distributed by Public on 08/12/2022 14:35

Management Change/Compensation - Form 8-K

neo-20220812

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)
August 12, 2022
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.)

9490 NeoGenomics Way, Fort Myers, Florida 33912
(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 class Trading Symbol Name of each exchange on which registered
Common stock ($0.001 par value) NEO The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to CEO Employment Agreement
On August 12, 2022, NeoGenomics, Inc. (the "Company") entered into an amendment to the employment agreement between the Company and Mr. Christopher Smith, its incoming Chief Executive Officer, effective as of August 15, 2022 (the "Amendment"). The Amendment provides for an additional inducement award in the form of restricted stock with a target value of approximately $3,350,000 and additional relocation benefits in the amount of $800,000. All other terms of the original employment agreement (the "Employment Agreement") are unchanged.
The foregoing description of the terms of the Amendment is qualified in its entirety by the terms of the Amendment, which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q, and the Employment Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2022.

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/ William B. Bonello
Name: William B. Bonello
Title: Chief Financial Officer
Date: August 12, 2022