Document

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

(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,

Florida

33913

(Address of principal executive offices)

(Zip Code)

(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:

☐

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))

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock ($0.001 par value)

NEO

NASDAQ

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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2019, the Board of Directors (the “Board”) of NeoGenomics, Inc. (the “Company”) accepted the resignation of Sharon Virag as Chief Financial Officer (the “CFO”) of the Company (the “Notice of Resignation”) and agreed to waive the contractual notice period under her Employment Agreement dated March 14, 2018 and make the resignation effective immediately (the “Resignation Date”). In connection with Ms. Virag’s resignation on August 8, 2019, Ms. Virag and the Company entered into a Separation Agreement and General Release of Claims (the “Separation Agreement”) and a Consulting Agreement. Under the Separation Agreement, Ms. Virag will receive sixty percent (60%) of the Target Bonus (as defined in the Employment Agreement) that she would have been eligible to receive based on her service in 2019, in a lump sum payment, less applicable deductions and withholdings, in March of 2020 in accordance with the Company’s regular bonus payment schedule (the “Separation Pay”). Under the Consulting Agreement, Ms. Virag will be available as a strategic advisor to the Company’s Chairman and Chief Executive Officer (the “CEO”) as requested by the CEO, from the Resignation Date through August 7, 2020 in exchange for a consulting fee of $34,167 per month.

Ms. Virag’s March 14, 2018 Confidentiality, Non-Solicitation and Non-Compete Agreement survives termination of her employment with the Company and remains in full force and effect through the Resignation Date, and for a period of two years thereafter.

The foregoing summary of the terms of the Notice of Resignation, Separation Agreement and Consulting Agreement does not purport to be complete and is qualified in their respective entirety by reference to the full text of each, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 hereto.

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/ Douglas M. VanOort
						Douglas M. VanOort
						Chief Executive Officer
						August 8, 2019


Item 9.01			Exhibits.