StemoniX Inc. completed the acquisition of Cancer Genetics, Inc. from a group of shareholders in a reverse merger transaction.
Upon completion of the transaction, the Board of Directors of the combined company will be comprised of seven members, including John A. Roberts, President and Chief Executive Officer of Cancer Genetics, Yung-Ping Yeh, Chief Executive Officer of StemoniX, two individuals to be designated by Cancer Genetics prior to closing and three individuals to be designated by StemoniX prior to closing. In addition, it is currently anticipated that the executive officers of the combined company will be John A. Roberts, Yung-Ping Yeh, Andrew D.C. LaFrence, currently Chief Financial Officer and Chief Operating Officer of StemoniX, and Ralf Brandt, currently President of Discovery & Early Development Services of Cancer Genetics. The transaction is subject to the approval of the shareholders of both Cancer Genetics and StemoniX, the effectiveness of the registration statement on Form S-4, approval for listing of the shares issued in the transaction on The Nasdaq Capital Market, consummation of a private placement financing by Cancer Genetics in an amount to be mutually agreed upon by Cancer Genetics and StemoniX, approval for the automatic conversion of all of the StemoniX's preferred stock into common stock immediately prior close of the transaction, all of the convertible notes of StemoniX having been converted to its common stock immediately prior to the merger, the total number of dissenting shares not exceeding 3% of the outstanding shares of StemoniX and other customary closing conditions. The Boards of Directors of both Cancer Genetics and StemoniX have unanimously approved the transaction. The Board of Directors of Cancer Genetics also resolved to recommend the adoption of the merger agreement by its shareholders. A special meeting of the shareholders of Cancer Genetics will be held on March 24, 2021. The transaction is expected to close in the fourth quarter of 2020. As on October 28, 2020, the closing of the merger is expected in the fourth quarter of 2020 or the first quarter of 2021. As of February 8, 2021, the parties entered into amendment number 1 to the transaction. On January 28, 2021, StemoniX entered into a Series C Preferred stock purchase agreement with an institutional accredited investor, as a condition to the completion of the transaction. As of March 15, 2021, the shareholders of StemoniX approved the transaction. As of March 24, 2021, Cancer Genetics approved the deal. The amendment also includes capitalization of Cancer Genetics, financial statements representation, among others. H.C. Wainwright & Co., LLC acted as financial advisor and Alan Wovsaniker, Sam E. Khan, Robert J. Paradiso, Brian A. Silikovitz, Alexander Dinur and Megan Monson of Lowenstein Sandler LLP acted as legal advisor for Cancer Genetics. Northland Securities, Inc. acted as financial advisor and Steve Kozachok, Kathleen Eick and Jim Duffy of Taft Stettinius & Hollister LLP acted as legal advisors for StemoniX. Alliance Advisors, LLC acted as the proxy solicitor to Cancer Genetics and would receive a fee of $8,000 for its services. Continental Stock Transfer & Trust Company acted as transfer agent for Cancer Genetics. Roth Capital Partners acted as financial advisors to StemoniX
StemoniX Inc. completed the acquisition of Cancer Genetics, Inc. (NasdaqCM:CGIX) from a group of shareholders in a reverse merger transaction on March 30, 2021. Cancer Genetics issued an aggregate of 17.9 million shares to the former holders of StemoniX common stock, preferred stock, convertible notes and certain warrants. It will also issue options to purchase an aggregate of 0.89 million shares of Common Stock to the holders of StemoniX options and warrants expiring in 2026 to purchase 0.14 million shares of Common Stock to the holder of a StemoniX warrant. Cancer Genetics, Inc. was renamed Vyant Bio, Inc. effective March 30, 2021. Vyant Bio will be traded on the Nasdaq under the symbol VYNT beginning on March 31, 2021.