Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when NEO files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsNeoGenomics raises $316M in new convertible notes, retires $276M of existing debt at discount
Filed June 22, 2026 · Period ending June 16, 2026 · ~1 min read
Key Changes
-
high
Issued $316.25M in 0.75% convertible senior notes due 2032, convertible at $14.16/share (35% premium to $10.49 market price); up to 30.1M shares may be issued upon conversion, representing potential dilution.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Repurchased $276M principal amount of existing 0.25% convertible notes due 2028 for $263.2M cash, capturing a 4.6% discount to par and reducing outstanding convertible debt obligations.
Item 8.01 — Other Events verify on EDGAR → -
medium
Bought back $25M of common stock at $10.49/share (approximately 2.4M shares) from certain new note purchasers in privately negotiated transactions.
Item 8.01 — Other Events verify on EDGAR → -
medium
Entered into capped call transactions with $20.98/share cap price (100% premium to market) to reduce dilution from conversions; company used approximately $28.7M of note proceeds to fund the hedges.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
low
Notes cannot be redeemed before July 2029 except for cleanup redemption; after July 2029, optional redemption permitted at par if stock trades at 130%+ of conversion price for 20 of 30 consecutive trading days.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
NeoGenomics executed a debt refinancing that raised $316.25 million through new 0.75% convertible senior notes due 2032 while simultaneously retiring $276 million of its existing 0.25% convertible notes due 2028 at a 4.6% discount to par.
The transaction extends the company's debt maturity profile by six years and increases the conversion price from an implied level on the old notes to $14.16 per share (a 35% premium to the $10.49 market price at pricing). The company also repurchased $25 million of common stock at market price from certain new note buyers.
The refinancing reduces near-term debt obligations while adding modest interest expense (0.75% vs. 0.25% on the retired notes). NeoGenomics deployed approximately $28.7 million of proceeds to purchase capped call hedges that limit dilution from conversions up to a $20.98 share price. The new notes can convert into up to 30.1 million shares, though the capped calls provide partial offset. The company cannot redeem the notes before July 2029 except in limited circumstances. For shareholders, the transaction trades higher interest costs and potential dilution for extended debt maturity and reduced near-term refinancing risk.
Section-by-Section Diff
Event · Item 8.01 — Other Events
NeoGenomics repurchased $276M of existing convertible notes at a discount and bought back $25M of common stock in connection with new note offering.
Added in current filing · verify on EDGAR →
on June 22, 2026, the Company entered into agreements with each of BofA Securities, Inc., Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (each, an “existing notes option counterparty”) to terminate a portion of the capped call transactions that the Company entered into in connection with the issuance of the existing notes, in each case in notional amounts corresponding to the amount of existing notes that are repurchased from such existing notes option counterparty.
The company terminated portions of its capped call hedges with three counterparties in amounts corresponding to the repurchased notes. Capped calls are derivative instruments used to reduce potential dilution from convertible note conversions, so this termination aligns the hedge position with the reduced note liability.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
NeoGenomics sold convertible notes in a private placement to institutional buyers under Securities Act exemptions. The notes were offered to initial purchasers under Section 4(a)(2) and resold to qualified institutional buyers under Rule 144A, meaning the securities were not registered with the SEC.
Added in current filing · verify on EDGAR →
Initially, a maximum of 30,147,733 shares of Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 95.3288 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
If all notes are converted, up to 30,147,733 shares of common stock could be issued, representing potential dilution to existing shareholders. The conversion rate is 95.3288 shares per $1,000 principal amount and includes anti-dilution protections that could increase this rate under certain circumstances.
Added in current filing · verify on EDGAR →
To the extent that any shares of the Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a) (9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the Common Stock.
Shares issued upon note conversion will be exempt from SEC registration under Section 3(a)(9) because no commissions or fees will be paid for the conversion. This means converted shares can be issued without a separate registration statement.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The conversion rate for the Notes will initially be 70.6140 shares of the Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $14.16 per share of the Common Stock. The initial conversion price of the Notes represents a premium of approximately 35.0% above the last reported sale price of the Common Stock on The Nasdaq Capital Market on June 16, 2026, which was $10.49 per share.
Noteholders can convert at 70.6140 shares per $1,000 principal, equivalent to a $14.16 conversion price—a 35% premium to the $10.49 stock price at pricing. The company can settle conversions in cash, stock, or a combination at its election.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 22, 2026 · How we verify