NEOGENOMICS INC — Interim / Quarterly Report 2010

Feb 17, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

| R | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
| --- | --- |
| | For
the quarterly period ended June 30, 2010. |
| or | |
| £ | TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
| | For
the transition period from __ to
____ |

Commission File Number: 333-72097

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	74-2897368
(State
or other jurisdiction of	(I.R.S.
Employer Identification No.)
incorporation
or organization)
12701
Commonwealth Drive, Suite 9, Fort Myers,
Florida	33913
(Address
of principal executive offices)	(Zip
Code)

(239) 768-0600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

| Large
accelerated filer £ |
| --- |
| (Do
not check if a smaller reporting company) |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R

As of August 9, 2010, the registrant had 37,380,224 shares of common stock, par value $0.001 per share outstanding.

EXPLANATORY NOTE

This Amendment No. 1 to Quarterly Report on Form 10-Q/A (the “ Amendment ”) amends the Quarterly Report on Form 10-Q (the “ Original Filing ”) of NeoGenomics, Inc. (the “ Company ”) for the quarter ended June 30, 2010, that was originally filed with the U.S. Securities and Exchange Commission (“ SEC ”) on August 16, 2010. The Amendment is being filed in connection with a modification to the Company’s confidential treatment request with respect to Exhibits 10.24, 10.35, 10.39, and 10.44. The Amendment revises the exhibit index included in Part II, Item 6 of the Original Filing and revised redacted versions of Exhibits 10.24, 10.35, 10.39 and 10.44 are included as exhibits to the Amendment.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“ Exchange Act ”), new certifications by the Company’s principal executive officer and principal financial officers are filed as exhibits hereto.

Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.

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PART II – OTHER INFORMATION

ITEM 6 — EXHIBITS

EXHIBIT
NO.	DESCRIPTION
10.24†	Revolving
Credit and Security Agreement, dated February 1, 2008, by and between
NeoGenomics, Inc., a Nevada corporation, NeoGenomics, Inc., a
Florida corporation, and CapitalSource Finance LLC
10.25*	Employment
Agreement, dated March 12, 2008, between Neogenomics, Inc. and Mr. Robert
P. Gasparini
10.26*	Employment
Agreement, dated June 24, 2008, between Neogenomics, Inc. and Mr. Jerome
Dvonch
10.27*	Common
Stock Purchase Agreement, dated November 5, 2008, between Neogenomics,
Inc., a Nevada corporation, and Fusion Capital Fund II,
LLC
10.32*	Employment
Agreement, dated March 16, 2009 between Mr. Douglas M. VanOort and
NeoGenomics, Inc.
10.35†	Second Amendment
to Revolving Credit and Security Agreement, dated April 14,
2009, among NeoGenomics Laboratories, Inc., NeoGenomics, Inc., and
CapitalSource Finance LLC
10.36*	Common
Stock Purchase Agreement, dated July 24, 2009, between Neogenomics, Inc.
and Abbott Laboratories
10.38*	Employment
Letter dated July 22, 2009 between NeoGenomics, Inc. and Grant
Carlson
10.39†	Strategic
Supply Agreement dated July 24, 2009, between NeoGenomics Laboratories,
Inc. and Abbott Molecular Inc.
10.41*	Employment
Letter dated November 3, 2009 between NeoGenomics Laboratories, Inc. and
George Cardoza
10.42*	Employment
Letter dated November 3, 2009 between NeoGenomics Laboratories, Inc. and
Jack G. Spitz
10.44†	Amended
and Restated Revolving Credit and Security Agreement dated April 26, 2010
between NeoGenomics Laboratories, Inc., NeoGenomics, Inc., and
CapitalSource Finance LLC
10.45	Consulting
Agreement dated May 3, 2010 between NeoGenomics, Inc. and Steven C. Jones.
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2010)
10.46	Warrant
Agreement dated May 3, 2010 between NeoGenomics, Inc. and Steven C. Jones.
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2010)
10.47*	Offer
Letter between NeoGenomics Laboratories, Inc. and Marydawn Miller dated
June 16, 2010
10.48	Offer
Letter between NeoGenomics Laboratories, Inc. and Mark Smits dated
July 26, 2010 (Incorporated by reference to the Company's Current
Report on Form 8-K filed with the SEC on August 12,
2010)
31.1**	Certification
by Principal Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2**	Certification
by Principal Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.3**	Certification
by Principal Accounting Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1**	Certification
by Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002

| † | Provided
herewith. Portions of the exhibit have been omitted pursuant to a request
for confidential treatment pursuant to Rule 24b-2 promulgated under the
Securities Exchange Act of 1934, as amended. The omitted
information has been filed separately with the Securities and Exchange
Commission. |
| --- | --- |
| * | Previously
filed. Incorporated by reference to the Company’s Quarterly Report on Form
10-Q, as filed with the SEC on August 16, 2010. |
| ** | Provided
herewith. |

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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, thereunto duly authorized.

| NEOGENOMICS,
INC. — By: | /s/ Douglas M.
VanOort |
| --- | --- |
| Name:
Douglas M. VanOort | |
| Title:
Chairman and Chief Executive Officer | |
| By: | /s/ George
Cardoza |
| Name: George
Cardoza | |
| Title: Chief Financial
Officer | |
| By: | /s/ Jerome J.
Dvonch |
| Name:Jerome J.
Dvonch | |
| Title:
Director of Finance and Principal Accounting
Officer | |

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