NEOGENOMICS INC 8-K

What Happened
NeoGenomics, Inc. announced on June 22, 2026 that it completed an offering of $316.25 million aggregate principal of 0.75% Convertible Senior Notes due 2032 (issued under an Indenture with U.S. Bank Trust Company, N.A.). The offering consisted of $275.0 million initial notes plus $41.25 million additional notes exercised by the initial purchasers. The company also completed privately negotiated repurchases of approximately $276.0 million aggregate principal of its existing 0.25% convertible senior notes due 2028 for a total cash cost of about $263.19 million (including accrued interest).

Key Details

• Notes: $316.25M aggregate principal of 0.75% convertible senior notes due July 1, 2032; interest paid semiannually beginning Jan 1, 2027.
• Conversion terms: initial conversion rate 70.6140 shares per $1,000 principal (≈$14.16 conversion price), a ~35% premium to the June 16, 2026 last sale price of $10.49; conversions settled in cash, stock, or combo at the company’s election.
• Redemption & convertibility: Notes not redeemable before July 6, 2029 (except cleanup); holders have certain conversion rights before April 1, 2032 and full holder option from April 1, 2032 until maturity. Optional cash redemption possible if stock trades ≥130% of conversion price for specified periods.
• Hedging/capped calls: Company entered base and additional capped call transactions to limit dilution; initial cap price $20.98 per share (100% premium to $10.49) and the company used ~$28.7M of net proceeds to pay for these transactions.
• Related actions: Termination of portions of prior capped calls tied to the repurchased 2028 notes (agreements with BofA, Morgan Stanley, Goldman Sachs). Company also entered transactions to repurchase up to $25.0M of common stock at $10.49 per share.

Why It Matters
This financing raises significant capital while using low cash interest (0.75%) and shifts near‑term liabilities: the new convertible notes increase total convertible debt but carry a conversion price well above the recent market price, so immediate dilution is limited. The capped call purchases reduce potential future dilution from conversions but cost cash (~$28.7M). Repurchasing about $276M of the 2028 notes reduces outstanding earlier convertible debt (and associated future dilution/interest) at a net cash cost of ~$263.19M. For investors, key points are the new debt size, conversion price and timing (which affect dilution), the company’s use of proceeds for hedging, and the removal of a material portion of the 2028 convertible notes.