NeoGenomics, Inc. has priced a private offering of $275 million aggregate principal amount of 0.75% convertible senior notes due 2032. The notes are senior, unsecured obligations of NeoGenomics, accruing interest payable semi-annually in arrears on January 1 and July 1, beginning January 1, 2027. The offering is expected to close on June 22, 2026, subject to customary closing conditions. NeoGenomics granted initial purchasers an option to purchase up to an additional $41.25 million aggregate principal amount of the notes within a 13-day period beginning on the issuance date.

The initial conversion rate is 70.6140 shares of common stock per $1,000 principal amount, representing an initial conversion price of approximately $14.16 per share. This price represents a premium of approximately 35% to the last reported sale price of $10.49 per share on June 16, 2026. NeoGenomics will settle conversions by paying or delivering cash, shares of its common stock, or a combination of both, at its election. The conversion rate and price will be subject to adjustment upon the occurrence of certain events. Before April 1, 2032, noteholders will have the right to convert their notes in certain circumstances and during specified periods. From and after April 1, 2032, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

Use of Proceeds

NeoGenomics estimates net proceeds of approximately $266.15 million, or approximately $306.16 million if the initial purchasers exercise their option in full. The company intends to use approximately $25 million of the net proceeds to pay the cost of capped call transactions. These transactions are expected to reduce potential dilution to common stock upon conversion of any notes and offset potential cash payments in excess of the principal amount of converted notes.

The company plans to use a portion of the net proceeds, together with cash on hand, to repurchase $276 million aggregate principal amount of its 0.25% convertible senior notes due 2028 through privately negotiated transactions. Additionally, NeoGenomics intends to repurchase up to $25 million of shares of its outstanding common stock from certain purchasers of the notes in privately negotiated transactions. The remainder of the net proceeds will be used for general corporate purposes.

Key Terms of the Notes

The notes will be redeemable for cash at NeoGenomics' option on or after July 6, 2029, if the last reported sale price per share of common stock equals or exceeds 130% of the conversion price for a specified period. They may also be redeemed if the aggregate principal amount outstanding is less than 15% of the initially issued amount and certain other conditions are satisfied. NeoGenomics entered into capped call transactions with a cap price of $20.98 per share, representing a 100% premium to the last reported sale price on June 16, 2026.