NeoGenomics (NASDAQ: NEO) launches $275M 2032 convertible notes and buyback plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
NeoGenomics, Inc. plans a private offering of $275 million aggregate principal amount of convertible senior notes due 2032, limited to investors reasonably believed to be qualified institutional buyers. An option may allow initial purchasers to buy up to an additional $41.25 million of notes.
The notes will be senior unsecured obligations, maturing on July 1, 2032, with semi-annual interest and investor conversion rights. NeoGenomics may redeem the notes for cash after July 6, 2029 if its share price meets a 130% conversion-price threshold. The company plans capped call transactions and expects to use proceeds to help fund these, repurchase a portion of its 0.25% convertible notes due 2028, repurchase up to $25 million of common stock from certain note purchasers, and for general corporate purposes.
Positive
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Negative
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Insights
NeoGenomics plans a sizable convertible notes deal, partly refinancing 2028 debt and funding capped calls and buybacks.
NeoGenomics intends to issue $275 million of convertible senior notes due 2032, with an additional $41.25 million option for initial purchasers. The notes are senior unsecured, pay semi-annual interest, and can be converted into cash, stock, or a combination at the company’s election.
The company expects to enter capped call transactions with option counterparties, which are designed to limit dilution or extra cash outlay upon conversion up to a cap. It also plans to use proceeds, with cash on hand, to repurchase part of its 0.25% convertible notes due 2028 and up to $25 million of common stock from certain note buyers.
The offering is subject to market and other conditions, and key economic terms such as the interest rate and initial conversion rate will be set at pricing. Trading activity related to the capped calls, hedge unwinds by existing noteholders, and concurrent repurchases could influence the market prices of NeoGenomics’ stock and the new notes around pricing and during conversion-related periods.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New convertible notes size: $275 million aggregate principal amount
Over-allotment option: $41.25 million aggregate principal amount
Maturity date: July 1, 2032
+4 more
7 metrics
New convertible notes size
$275 million aggregate principal amount
Proposed private offering of convertible senior notes due 2032
Over-allotment option
$41.25 million aggregate principal amount
Additional notes option for initial purchasers within 13 days of issuance
Maturity date
July 1, 2032
Scheduled maturity of new convertible senior notes
Early redemption window
On or after July 6, 2029
Company may redeem notes for cash if stock trades at least 130% of conversion price
Outstanding notes threshold
15% of initial aggregate principal amount
Notes redeemable if remaining principal falls below this level and conditions are met
Existing convertible notes coupon
0.25%
Coupon on NeoGenomics’ convertible senior notes due 2028 targeted for partial repurchase
Planned stock repurchase size
Up to $25 million
Repurchase of outstanding common stock from certain purchasers of the new notes
Key Terms
convertible senior notes, qualified institutional buyers, capped call transactions, observation period, +2 more
6 terms
convertible senior notes financial
"commenced a private offering of $275 million aggregate principal amount of convertible senior notes due 2032"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
qualified institutional buyers financial
"offering of convertible senior notes due 2032 to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
capped call transactions financial
"expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
observation period financial
"likely to do so during any observation period related to a conversion of notes or following certain repurchases"
An observation period is a defined span of time during which a company, regulator, or clinical team watches and records specific outcomes or behaviors to see whether predetermined conditions are met. Investors care because results observed during this window — such as trial safety and efficacy, regulatory compliance, or achievement of performance targets — often trigger approvals, payments, or changes in a company’s prospects; think of it like a monitoring window that determines whether a project moves forward or stalls.
forward-looking statements regulatory
"This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Risk Factors regulatory
"as well as the risks identified under the heading “Risk Factors” contained in the Company’s Annual Report on Form 10-K"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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 (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 | ||||||||||||
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 8.01 | Other Events. | ||||
On June 15, 2026, NeoGenomics, Inc. (the “Company”) issued a press release relating to the commencement of its proposed offering of convertible senior notes due 2032 to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Convertible Notes Offering”). A copy of the press release relating to the Convertible Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
This Current Report on Form 8-K, including the exhibit attached hereto, does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) | Exhibits. | |||||||
99.1 | Press release relating to the Launch of the Convertible Note Offering issued by NeoGenomics, Inc. on June 15, 2026. | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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. | |||||||||||||||||
| Date: | June 15, 2026 | By: | /s/ Alicia C. Olivo | ||||||||||||||
| Name: | Alicia C. Olivo | ||||||||||||||||
| Title: | Executive Vice President, General Counsel & Secretary | ||||||||||||||||
 | Exhibit 99.1 | |||||||
NeoGenomics Announces Proposed Offering of $275 Million Convertible Senior Notes
FORT MYERS, Fla., June 15, 2026—NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of oncology diagnostic solutions that enable precision medicine, announced today that it has commenced a private offering of $275 million aggregate principal amount of convertible senior notes due 2032 (the “notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with this offering, NeoGenomics expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $41.25 million aggregate principal amount of the notes. The offering of the notes is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The notes will be senior, unsecured obligations of NeoGenomics, will accrue interest payable semi-annually in arrears and will mature on July 1, 2032, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. NeoGenomics will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.001 per share (“common stock”), or a combination of cash and shares of its common stock, at NeoGenomics’ election. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at NeoGenomics’ option at any time, and from time to time, on or after July 6, 2029 and on or before the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of NeoGenomics’ common stock equals or exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the notes will be redeemable at any time if the aggregate principal amount of the notes that remains outstanding is less than 15% of the aggregate principal amount of the notes initially issued in the offering and certain other conditions are satisfied. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
In connection with the pricing of the notes, NeoGenomics expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates or other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce potential dilution to NeoGenomics’ common stock upon conversion of any notes and/or offset any potential cash payments NeoGenomics is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
NeoGenomics has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of NeoGenomics’ common stock and/or enter into various derivative transactions with respect to NeoGenomics’ common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of NeoGenomics’ common stock or the notes at that time. In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into
or unwinding various derivatives with respect to NeoGenomics’ common stock and/or purchasing or selling NeoGenomics’ common stock or other securities of NeoGenomics in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes or following certain repurchases or redemptions of the notes). This activity could cause or avoid an increase or a decrease in the market price of NeoGenomics’ common stock or the notes, which could affect the ability of holders to convert the notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that holders will receive upon conversion of such notes.
NeoGenomics intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, NeoGenomics expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions. In addition, NeoGenomics intends to use a portion of the remaining net proceeds from the offering, together with cash on hand, to repurchase a portion of NeoGenomics’ 0.25% convertible senior notes due 2028 (the “existing notes”) through privately negotiated transactions entered into concurrently with the pricing of the notes effected through one or more of the initial purchasers or their affiliates as our agents, and a portion of the remaining net proceeds from the offering, if any, together with cash on hand, to repurchase up to $25 million of shares of our outstanding common stock from certain purchasers of the notes in privately negotiated transactions, effected through one or more of the initial purchasers or their respective affiliates as our agent, entered into concurrently with the pricing of this offering, and the remainder of the net proceeds, if any, for general corporate purposes.
The concurrent repurchases of the existing notes and shares of Company’s common stock described above may result in the Company’s common stock trading at prices that are higher than would be the case in the absence of these repurchases, which may result in a higher initial conversion price for the notes to be offered.
NeoGenomics expects to repurchase for cash a portion of the existing notes through privately negotiated transactions (the “note repurchase transactions”) entered into concurrently with the pricing of the notes. The terms of each note repurchase transaction will depend on a variety of factors, including the market price of NeoGenomics’ common stock and the trading price of the existing notes at the time of the note repurchase transactions. No assurance can be given as to how much, if any, of the existing notes will be repurchased or the terms on which they will be repurchased. This press release is not an offer to repurchase the existing notes, and the offering of the notes is not contingent upon the repurchase of the existing notes.
In connection with the note repurchase transactions, NeoGenomics expects that holders of the existing notes who agree to have their existing notes repurchased and who have hedged their equity price risk with respect to such existing notes (the “hedged holders”) will unwind all or part of their hedge positions by buying NeoGenomics’ common stock and/or entering into or unwinding various derivative transactions with respect to NeoGenomics’ common stock. The amount of NeoGenomics’ common stock to be purchased by the hedged holders or the notional number of shares of NeoGenomics’ common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of NeoGenomics’ common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of NeoGenomics’ common stock, including concurrently with the pricing of the notes, resulting in a higher effective conversion price of the notes. NeoGenomics cannot predict
the magnitude of such market activity or the overall effect it will have on the price of the notes or NeoGenomics’ common stock and the corresponding effect on the initial conversion price of the notes.
The notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold absent registration or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About NeoGenomics
NeoGenomics, Inc. is a premier cancer diagnostics company specializing in cancer genetics testing and information services. We offer one of the most comprehensive oncology-focused testing menus across the cancer continuum, serving oncologists, pathologists, hospital systems, academic centers, and pharmaceutical firms with innovative diagnostic and predictive testing to help them diagnose and treat cancer. Headquartered in Fort Myers, FL, NeoGenomics operates a network of CAP-accredited and CLIA-certified laboratories for full-service sample processing and analysis services throughout the U.S. and a CAP-accredited full-service sample-processing laboratory in Cambridge, United Kingdom.
NeoGenomics, Inc. is a premier cancer diagnostics company specializing in cancer genetics testing and information services. We offer one of the most comprehensive oncology-focused testing menus across the cancer continuum, serving oncologists, pathologists, hospital systems, academic centers, and pharmaceutical firms with innovative diagnostic and predictive testing to help them diagnose and treat cancer. Headquartered in Fort Myers, FL, NeoGenomics operates a network of CAP-accredited and CLIA-certified laboratories for full-service sample processing and analysis services throughout the U.S. and a CAP-accredited full-service sample-processing laboratory in Cambridge, United Kingdom.
Forward-Looking Statements
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “can,” “could,” “would,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” “guidance,” “potential” and other words of similar meaning, although not all forward-looking statements include these words. These forward-looking statements, which include those concerning NeoGenomics’ future expectations, plans and prospects, including, without limitation, statements regarding: whether NeoGenomics will offer and issue the notes and the terms of the notes; whether NeoGenomics will repurchase any existing notes or shares of outstanding common stock and the terms of any repurchase transactions; the anticipated use of the net proceeds from the offering; expectations regarding the effect of the capped call transactions; expectations regarding actions of the hedged holders, the option counterparties and their respective affiliates; and whether the capped call transactions will become effective and the terms of the capped call transactions, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Each forward-looking statement contained in this press release is subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Applicable risks and uncertainties include, among others, risks with respect to the market acceptance of the Company’s products and services, as well as the risks identified under the heading “Risk Factors” contained in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission (SEC).
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “can,” “could,” “would,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” “guidance,” “potential” and other words of similar meaning, although not all forward-looking statements include these words. These forward-looking statements, which include those concerning NeoGenomics’ future expectations, plans and prospects, including, without limitation, statements regarding: whether NeoGenomics will offer and issue the notes and the terms of the notes; whether NeoGenomics will repurchase any existing notes or shares of outstanding common stock and the terms of any repurchase transactions; the anticipated use of the net proceeds from the offering; expectations regarding the effect of the capped call transactions; expectations regarding actions of the hedged holders, the option counterparties and their respective affiliates; and whether the capped call transactions will become effective and the terms of the capped call transactions, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Each forward-looking statement contained in this press release is subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Applicable risks and uncertainties include, among others, risks with respect to the market acceptance of the Company’s products and services, as well as the risks identified under the heading “Risk Factors” contained in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission (SEC).
We caution investors not to place undue reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at
www.sec.gov and in the “Investors” section of our website at ir.neogenomics.com, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document (unless another date is indicated), and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
Investor Contact
InvestorRelations@neogenomics.com
InvestorRelations@neogenomics.com
Media Contact
Andrea Sampson
asampson@sampsonprgroup.com
Andrea Sampson
asampson@sampsonprgroup.com
FAQ
What did NeoGenomics (NEO) announce in this 8-K filing?
NeoGenomics announced a proposed private offering of $275 million aggregate principal amount of convertible senior notes due 2032. The notes are targeted at qualified institutional buyers, with an additional $41.25 million option for initial purchasers, and will be used for capped calls, debt repurchases, and other purposes.
What are the key terms of NeoGenomics’ new convertible senior notes?
The notes are senior, unsecured obligations maturing on July 1, 2032, with interest payable semi-annually. Holders can convert in certain periods, and NeoGenomics may redeem them for cash after July 6, 2029, if its stock trades at least 130% of the conversion price for a specified time.
How does NeoGenomics (NEO) plan to use the net proceeds from the notes offering?
NeoGenomics plans to use part of the net proceeds to fund capped call transactions that limit potential dilution or extra cash on conversion. It also plans to repurchase a portion of its 0.25% convertible senior notes due 2028, buy up to $25 million of common stock, and use any remainder for general corporate purposes.
Who can purchase NeoGenomics’ new convertible notes and are they registered?
The notes will be offered only to persons reasonably believed to be qualified institutional buyers. Neither the notes nor any common shares issuable upon conversion are registered under the Securities Act, and they may be offered or sold only under an exemption or in transactions not subject to registration requirements.
What are capped call transactions in NeoGenomics’ convertible notes deal?
NeoGenomics expects to enter privately negotiated capped call transactions with financial institutions at pricing. These derivative contracts are designed to reduce potential dilution from note conversions or offset cash payments above principal, up to a capped level tied to NeoGenomics’ common stock performance.
Will NeoGenomics (NEO) repurchase its existing 0.25% convertible notes due 2028?
NeoGenomics expects to use part of the offering proceeds, with cash on hand, to repurchase a portion of its 0.25% convertible senior notes due 2028 through privately negotiated transactions. The company states there is no assurance regarding how much of the existing notes will ultimately be repurchased or on what terms.