Item 1.01 Entry into a Material Definitive Agreement.




On May 4, 2021, NeoGenomics Laboratories, Inc. ("NeoGenomics Laboratories"), a
subsidiary of NeoGenomics, Inc. (the "Company") entered into a Share Purchase
Agreement, by and between NeoGenomics Laboratories, Inivata Limited, a private
limited company incorporated in England and Wales ("Inivata"), and the initial
sellers party thereto (the "Share Purchase Agreement").
Pursuant to the Share Purchase Agreement, and upon the terms and subject to the
conditions thereof, NeoGenomics Laboratories will acquire all outstanding equity
interests of Inivata not previously held by NeoGenomics Laboratories in exchange
for payment of consideration in an aggregate amount of $390,000,000, adjusted to
reflect certain cash and debt items at closing, resulting in Inivata becoming a
wholly-owned subsidiary of the Company. The consideration will be satisfied in
cash and, to the extent any shareholder elects in accordance with the terms of
the Share Purchase Agreement, shares of the Company's common stock, par value
$0.001 ("Common Stock"), the price of which is based upon 95% of the average of
the volume-weighted average prices of the Common Stock over the ten trading day
period ending on May 4, 2021 (the "Share Consideration").
Closing of the Share Purchase Agreement is subject to customary conditions,
including the expiration or termination of the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Share Purchase
Agreement contains customary warranties and covenants.
The Company will file a resale registration statement with the Securities and
Exchange Commission (the "SEC") within 75 days of the closing date of the
Implementation Agreement to register the resale of the shares of Common Stock
issued pursuant to the Share Consideration.
The foregoing summary of the principal terms of the Share Purchase Agreement
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the complete copy of the Share Purchase Agreement, a copy of
which is filed hereto as Exhibit 2.1.
Item 3.02   Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information regarding the issuance of the Share Consideration set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Company will issue the Share Consideration in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company will rely on this exemption from registration for private placements based in part on the representations made by Inivata's former stockholders and optionholders. The offer and sale of the Share Consideration have not been registered under the Securities Act. Item 7.01 Regulation FD Disclosure.




On May 5, 2021, NeoGenomics issued a press release announcing the execution of
the Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, is
being furnished and shall not be deemed filed for purposes of Section 18 of the
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor will it be incorporated by reference in any
filing under the Securities Act or in any filing under the Exchange Act, except
as expressly set forth by specific reference in such filing.
Note Regarding Forward-Looking Statements
Certain information contained in Current Report on Form 8-K 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 satisfy the
conditions to the closing of the transactions described above, 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 25,
2021.
Forward-looking statements represent the Company's views only as of the date of
this Current Report on Form 8-K and should not be relied upon as representing
the Company's views as of any subsequent date. While the Company may elect to
update forward-looking statements at some point in the future, it does not
undertake any obligation to do so, except as required by law.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.
Exhibit No.               Description

2.1                         Share Purchase Agreement, dated May 4, 2021.
99.1                        Press Release of NeoGenomics, Inc. dated May 5, 2021.
104                       Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).

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