As filed with the Securities and Exchange Commission on June 16, 2025
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 74-2897368 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
9490 NeoGenomics Way Fort Myers, Florida | 33912 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
NeoGenomics, Inc. 2023 Equity Incentive Plan, as Amended
(Full title of the plan)
Anthony P. Zook
Chief Executive Officer
9490 NeoGenomics Way
Chief Executive Officer
9490 NeoGenomics Way
Fort Myers, Florida 33912
Telephone: (239) 768-0600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an "emerging growth company". See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ | Smaller reporting company ☐ | ||||||||||||||||||||||||||||||||||
Non-accelerated filer ☐ | Emerging growth company ☐ | ||||||||||||||||||||||||||||||||||
Accelerated filer ☐ | |||||||||||||||||||||||||||||||||||
| (Do not check if a smaller | |||||||||||||||||||||||||||||||||||
| reporting company) | |||||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 of NeoGenomics, Inc., a Nevada corporation (the “Company”) pertains to 4,325,000 shares of Common Stock, par value $0.001 per share (“Common Stock”), which has been authorized for issuance under the NeoGenomics, Inc. 2023 Equity Incentive Plan, as amended (the “Plan”). The Plan was originally adopted in 2023 and was amended and subsequently approved on May 22, 2025. The Company previously registered 3,975,000 shares of Common Stock on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2023 (File No. 333-272335) (the “Earlier Registration Statement”).
Pursuant to General Instruction E of Form S-8, the contents of the Earlier Registration Statement are incorporated by reference in this Registration Statement and made a part hereof.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). In accordance with the rules and regulations of the SEC and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this registration statement on Form S-8 (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8, the contents of the Earlier Registration Statement, with respect to securities offered pursuant to the Plan, are hereby incorporated by reference.
The following documents have been previously filed by the Company with the SEC and are hereby incorporated by reference into this registration statement and shall be deemed a part hereof:
(a) The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 18, 2025;
(b) The Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on April 29, 2025;
(c) our Current Reports on Form 8-K filed with the SEC on January 10, 2025 (as amended on March 31, 2025), January 15, 2025, March 18, 2025 (as amended on March 19, 2025), April 8, 2025 and May 27, 2025; and
(d) The description of our Common Stock contained in the registration statement on Form 8-A (Registration No. 000-54384), filed with the SEC under Section 12(g) of the Exchange Act on May 2, 2011, as updated by the description of our Common Stock set forth in the Prospectus Supplement to our Registration Statement No. 333-186067 filed with the SEC pursuant to Rule 424(b)(5) on February 28, 2013, and any amendment or report filed with the SEC for the purpose of updating the description.
In addition, all reports and other documents subsequently filed by the registrant pursuant to sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, except for information furnished under Item 2.02 or 7.01 of Current Report on Form 8-K, or exhibits related thereto, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Any Current Report on Form 8-K that is furnished to the SEC but not filed with the SEC is not deemed incorporated by reference into this Registration Statement.
Item 8. Exhibits.
| Exhibit No. | Description of Exhibit | ||||||||||||||||
| 5.1 | |||||||||||||||||
| 23.1 | |||||||||||||||||
| 23.2 | |||||||||||||||||
| 24.1 | |||||||||||||||||
| 99.1 | |||||||||||||||||
| 99.2 | |||||||||||||||||
| 107 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Myers, State of Florida, as of the 12th day of June 2025.
NEOGENOMICS, INC.
| By: | /s/ Anthony P. Zook | ||||
| Name: | Anthony P. Zook | ||||
| Title: | Chief Executive Officer | ||||
POWER OF ATTORNEY
We, the undersigned officers and directors of NeoGenomics, Inc., do hereby constitute and appoint Anthony P. Zook our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite are necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below:
| Signatures | Title(s) | Date | ||||||||||||||||||||||||||||||
| /s/ Anthony P. Zook | Director and Chief Executive Officer | June 16, 2025 | ||||||||||||||||||||||||||||||
| Anthony P. Zook | (Principal Executive Officer) | |||||||||||||||||||||||||||||||
| /s/ Jeffrey S. Sherman | Chief Financial Officer | June 16, 2025 | ||||||||||||||||||||||||||||||
| Jeffrey S. Sherman | (Principal Financial Officer) | |||||||||||||||||||||||||||||||
| /s/ Greg D. Aunan | Senior Vice President & Chief Accounting Officer | June 16, 2025 | ||||||||||||||||||||||||||||||
| Greg D. Aunan | (Principal Accounting Officer) | |||||||||||||||||||||||||||||||
| /s/ Lynn A. Tetrault | Chair of the Board | June 16, 2025 | ||||||||||||||||||||||||||||||
| Lynn A. Tetrault | ||||||||||||||||||||||||||||||||
| /s/ Elizabeth A. Floegel | Director | June 16, 2025 | ||||||||||||||||||||||||||||||
| Elizabeth A. Floegel | ||||||||||||||||||||||||||||||||
| /s/ Dr. Neil Gunn | Director | June 16, 2025 | ||||||||||||||||||||||||||||||
| Dr. Neil Gunn | ||||||||||||||||||||||||||||||||
| /s/ Dr. Alison L. Hannah | Director | June 16, 2025 | ||||||||||||||||||||||||||||||
| Dr. Alison L. Hannah | ||||||||||||||||||||||||||||||||
| /s/ Stephen M. Kanovsky | Director | June 16, 2025 | ||||||||||||||||||||||||||||||
| Stephen M. Kanovsky | ||||||||||||||||||||||||||||||||
| /s/ Michael A. Kelly | Director | June 16, 2025 | ||||||||||||||||||||||||||||||
| Michael A. Kelly | ||||||||||||||||||||||||||||||||
| /s/ David B. Perez | Director | June 16, 2025 | ||||||||||||||||||||||||||||||
| David B. Perez | ||||||||||||||||||||||||||||||||
| /s/ Felicia Williams | Director | June 16, 2025 | ||||||||||||||||||||||||||||||
| Felicia Williams | ||||||||||||||||||||||||||||||||