UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one):

[  ] Form 10-K [  ] Form 20-F [  ] Form 11-K [X] Form 10-Q

[  ] Form 10-D [  ] Form N-SAR [  ] Form N-CSR

   
  For Period Ended: March 31, 2019
   
  [  ] Transition Report on Form 10-K
  [  ] Transition Report on Form 20-F
  [  ] Transition Report on Form 11-K
  [  ] Transition Report on Form 10-Q
  [  ] Transition Report on Form N-SAR
   
  For the Transition Period Ended:

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

Cancer Genetics, Inc.

Full Name of Registrant

 

Not Applicable

Former Name if Applicable

 

201 Route 17 North, 2nd Floor

Address of Principal Executive Office (Street and Number)

 

Rutherford, NJ 07070

City, State and Zip Code

 

 

 

 
 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
     
[X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
     
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Cancer Genetics, Inc. (the “Company”) plans to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “10-Q”) with the Securities and Exchange Commission (“SEC”) as soon as practicable and within the five calendar day period provided by Rule 12b-25 for delayed filings. The delay is due primarily to timing as described below.

 

The Company was unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “fiscal 2018 Form 10-K”), within the time period prescribed for such report without unreasonable effort or expense, because the Company required additional time to prepare necessary disclosures required in the report and to provide the Company’s auditors with information for them to complete their audit procedures and furnish their opinion. As a result, the Company needed to dedicate significant resources to the fiscal 2018 Form 10-K subsequent to its due date of April 1, 2019, and through the time that it filed such report on April 16, 2019, which was within the 15 calendar day extension period afforded by Rule 12b-25 under the Securities Exchange Act of 1934, as amended for such filing.

 

As a result of the foregoing, the Company cannot, without unreasonable effort or expense, file the Form 10-Q on the original due date. The Company anticipates that it will be able to file the Form 10-Q within the extension period provided under Rule 12b-25.

 

 
 

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification:

   
  John A. Roberts   (201)   528-9200
  (Name)   (Area Code)   (Telephone Number)
   
(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [X] Yes [  ] No 

   
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [  ] No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Company anticipates that, when filed, the 10-Q will reflect a slight decrease in revenue and gross profit, an improvement in loss from operations and a small increase in net loss, compared to the corresponding period for the prior fiscal year. However, the Company is not able to finalize such estimated results at this time due to the ongoing analysis and review of the Company’s financial statements, as described above.

 

 
 

 

Cancer Genetics, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 16, 2019 By: /s/ John A. Roberts
      John A. Roberts
    Title: President and Chief Executive Officer