UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~December~~January 239, ~~2025~~2026

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-35756

74-2897368

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


9490 NeoGenomics Way,	Fort Myers,	Florida	33912
(Address of principal executive offices)			(Zip Code)

(239) 768-0600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading Symbol(s):

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

NEO

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock ($0.001 par value)

NEO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~December~~January 2312, ~~2025~~2026, NeoGenomics, Inc. (the ~~Board~~“Company”) ofissued ~~Directors~~a (press release announcing select preliminary unaudited financial results for the ~~"Board")~~fourth ofquarter ~~NeoGenomics~~and fiscal year ended December 31, ~~Inc.~~2025, ~~(the~~consisting ~~"Company")~~of ~~accepted~~preliminary revenue, as well as the ~~resignation~~planned transition of DrMr. ~~Alison~~Sherman L.from ~~Hannah~~the asrole aof ~~director~~Chief Financial Officer and the appointment of Abhishek Jain as the Company’s ~~effective~~Executive ~~December~~Vice 31President, ~~2025~~Finance.

OnThe ~~December~~selected ~~23,~~financial ~~2025~~results are based on preliminary unaudited information and management estimates, ~~the~~are ~~Board~~not a comprehensive statement of the Company’s ~~appointed~~financial ~~Jack~~results ~~Kenny~~for aseither athe ~~member~~fourth ofquarter ~~the~~or ~~Board~~fiscal ~~effective~~year ~~January~~ended 1December 31, ~~2026~~2025 and are subject to ~~fill~~change. ~~the~~Such ~~vacancy~~changes ~~created~~may bybe Drmaterial. ~~Hannah's~~Our ~~resignation~~independent registered public accounting firm has not conducted an audit or review of, and does not express an opinion or provide any other form of assurance with respect to, these preliminary results.

~~Mr.~~A ~~Kenny~~copy ~~will~~of ~~serve~~the aspress arelease ~~member~~containing ofthis ~~the~~announcement ~~Board~~is ~~until~~furnished ~~the~~as ~~2026~~Exhibit ~~annual~~99.1 ~~meeting~~to ofthis ~~stockholders~~Current Report on Form 8-K. All of the ~~Company~~information orincluded ~~until~~in ~~his~~Items ~~resignation~~2.02 orand ~~removal~~9.01 ~~and~~of ~~otherwise~~this ~~until~~report ~~his~~and ~~successor~~Exhibit 99.1 hereto is ~~elected.~~being ~~Mr.~~furnished ~~Kenny~~and ~~will~~shall ~~receive~~not ~~compensation~~be ~~for~~deemed ~~his~~to ~~service~~be as“filed” anfor ~~independent~~the ~~director~~purposes ~~consistent~~of ~~with~~Section 18 of the ~~Company's~~Securities ~~director~~Exchange ~~compensation~~Act ~~program~~of ~~previously~~1934, ~~disclosed~~as inamended (the ~~Company's~~“Exchange ~~definitive~~Act”), ~~proxy~~or ~~statement~~otherwise ~~for~~subject ~~its~~to ~~2025~~the ~~annual~~liabilities ~~meeting~~ of ~~stockholders.~~that ~~There~~section, ~~are~~and noshall ~~transactions~~not be incorporated by reference in ~~which~~any ~~Mr.~~filing ~~Kenny~~under ~~has~~the anSecurities ~~interest~~Act ~~requiring~~of ~~disclosure~~1933, ~~under~~as ~~Item~~amended, ~~404(a)~~or the Exchange Act, regardless of ~~Regulation~~any ~~S-K~~general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~January 2912, ~~2025~~2026, the Company ~~issued~~announced athat, ~~press~~on ~~release~~January ~~regarding~~9, 2026, Jeffrey S. Sherman, the ~~foregoing~~Company’s Chief Financial Officer, ~~which~~notified the Board of Directors of the Company (the "Board") of his intention to retire. The Board and Mr. Sherman have agreed that Mr. Sherman will transition to the role of Executive Vice President, Finance effective March 2, 2026, upon the completion of the Company's audit and reporting of its financial results for the fiscal year ended December 31, 2025. Mr. Sherman is ~~attached~~expected to serve as the ~~Current~~Company's ~~Report~~Executive onVice ~~Form~~President, ~~8-K~~Finance through April 14, 2026, the effective date of his retirement. Mr. Sherman has agreed to continue to serve as ~~Exhibit~~a 99special advisor to the Company from April 14, 2026 through April 2028.1 In connection with his anticipated service as a special advisor to the Company, Mr. Sherman and ~~incorporated~~the ~~herein~~Company byexpect ~~reference~~to enter into a Special Advisor Agreement.

~~This~~On ~~information~~January ~~shall~~12, ~~not~~2026, bethe ~~deemed~~Company ~~"filed"~~announced ~~for~~the ~~purposes~~appointment of ~~Section~~Abhishek 18Jain, of50, ~~the~~as ~~Securities~~Executive ~~Exchange~~Vice ~~Act~~President, Finance, effective as of ~~1934~~January 12, as2025. ~~amended~~Mr. (Jain is expected to assume the ~~"Exchange~~role ~~Act")~~of Chief Financial Officer on March 2, or2026, ~~otherwise~~when ~~subject~~Mr. Sherman transitions to the ~~liabilities~~role of ~~that~~Executive ~~section~~Vice President, ~~and~~Finance. itMr. ~~shall~~Jain ~~not~~previously beserved ~~deemed~~as ~~incorporated~~Chief byFinancial ~~reference~~Officer inof ~~any~~CareDx, ~~filing~~a ~~under~~publicly traded precision medicine company focused on the ~~Securities~~discovery, ~~Act~~development, and commercialization of ~~1933~~clinically differentiated, high-value healthcare solutions for transplant patients and caregivers, from September 2022 to August 2025. He previously served as ~~amended~~CareDx's Vice President, orCorporate ~~the~~Controller ~~Exchange~~from ~~Act~~August 2021 to May 2022, ~~except~~and as ~~expressly~~CareDx's ~~set~~Interim ~~forth~~Chief byFinancial ~~specific~~Officer ~~reference~~from May 2022 to September 2022. Before that, he served for nearly 20 years in ~~such~~finance ~~filing~~and accounting roles of increasing responsibility at Agilent Technologies, Inc., a provider of instruments and services to pharmaceutical and diagnostic laboratories worldwide, and most recently held the position of WW Field Controller from May 2018 to August 2021. Mr. Jain is a Certified Public Accountant (inactive) from the State of Colorado, US and a Chartered Accountant from The Institute of Chartered Accountants of India.

In connection with his appointment as Executive Vice President, Finance, Mr. Jain will execute an employment agreement in the form of executive employment agreement between the Company and each of its executive officers, which was previously filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and filed with the Securities and Exchange Commission (the "SEC") on February 18, 2025, as well as the Company's standard indemnification agreement. Mr. Jain will earn an annual base salary of $520,000 and a target annual incentive bonus of 60% of annual salary based on Mr. Jain’s performance and/or the Company’s performance against goals established by the Board or the Compensation Committee thereof. In addition, the Compensation Committee of the Board has approved an initial equity grant with respect to $2,750,000 of the common stock of the Company, 50% of which will be in the form of restricted stock units that vest ratably over three years and 50% of which will be in the form of premium-priced stock options that vest ratably over three years. There are no transactions in which Mr. Jain has an interest requiring disclosure under Item 404(a) of Regulation S-K.


Item 9.01			Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits.
	99.1	Press Release of NeoGenomics, Inc. dated ~~December~~January 2912, ~~2025~~2026.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

~~NEOGENOMICS, INC.~~

NEOGENOMICS, INC.

Date:

~~December~~January 3012, 2025

~~By:~~

By:

~~/s/ Alicia C. Olivo~~

/s/ Alicia C. Olivo

Alicia C. Olivo

Name:

Alicia C. Olivo

EVP, General Counsel & Business Development

Title:

Executive Vice President, General Counsel & Secretary

and Corporate Secretary

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