NeoGenomics (NEO) Announces $100M Proposed Public Offerings of Common Stock and $150M Convertible Senior Notes

NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of cancer-focused genetics testing services, today announced that it has commenced proposed underwritten public offerings of approximately $100,000,000 of newly issued shares of common stock (the "common stock offering") and $150,000,000 aggregate principal amount of convertible senior notes due 2025 (the "notes) (the "notes offering"). In addition, NeoGenomics expects to grant the underwriters of the offerings a 30-day option to purchase up to an additional (a) $15,000,000 of shares of its common stock at the public offering price, less underwriting discounts and commissions, and (b) $22,500,000 aggregate principal amount of the notes, less underwriting discounts and commissions and solely to cover over-allotments with respect to the notes offering. Neither the completion of the common stock offering nor the notes offering is contingent on the completion of the other. The underwriters of the common stock offering are also offering up to $40,000,000 of shares of NeoGenomics common stock borrowed from third parties (the "short sale") and will use the resulting short position to facilitate hedging transactions by some of the purchasers of the notes. The notes offering and the short sale are contingent upon one another. The offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings.

The notes will be senior, unsecured obligations of NeoGenomics, bearing interest semi-annually and are expected to mature on May 1, 2025, unless earlier converted or repurchased. Prior to the close of business on the business day immediately preceding February 1, 2025, the notes will be convertible at the option of holders only in certain circumstances and during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the business day immediately preceding the maturity date, in either case into cash, shares of NeoGenomics' common stock or a combination thereof, at NeoGenomics' election. Holders of the notes will have the right to require NeoGenomics to repurchase all or any portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, upon the occurrence of certain fundamental changes. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the notes offering.

Morgan Stanley, BofA Securities, and SVB Leerink are acting as representatives of the underwriters and book-running managers for the offerings.

NeoGenomics intends to use the net proceeds from these offerings for general corporate purposes and to repay borrowings under its term loan facility. NeoGenomics may use a portion of the net proceeds to acquire or invest in complementary businesses and technologies.

The notes offering will be made pursuant to an automatic shelf registration statement (including a prospectus) filed with the Securities Exchange Commission ("SEC") on April 29, 2020 which became effective upon filing and is available on the SEC's website at www.sec.gov.

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