aibioNeoGenomics completes $316.25 million convertible notes offering
Tickers NEO
NeoGenomics completed $316.25 million of 0.75% convertible senior notes due 2032 under an indenture with U.S. Bank Trust Company, National Association, as trustee. It used about $28.7 million of the proceeds on capped calls.
Key facts
- Company
- NEOGENOMICS INC (NASDAQ: NEO)
- News type
- Debt Financing
- Primary source
- NeoGenomics, Inc. (2026-06-16)
The notes and the indenture
NeoGenomics, Inc. (Nasdaq: NEO) completed the offering of 0.75% Convertible Senior Notes due 2032 on June 22, 2026. The initial $275.0 million of principal was joined on June 17, 2026 by an additional $41.25 million, exercised by the initial purchasers, for a total of $316.25 million.
The notes are senior unsecured obligations of the company. They were issued under an indenture dated June 22, 2026 between NeoGenomics and U.S. Bank Trust Company, National Association, as trustee. The indenture includes customary covenants. Some events of default let the notes be declared immediately due, and certain bankruptcy or insolvency defaults make them due automatically.
Interest is payable semiannually on January 1 and July 1, starting January 1, 2027. The notes mature on July 1, 2032 unless they are converted, redeemed or repurchased earlier. The company has no sinking fund, so it is not required to retire the notes on a schedule.
Conversion and redemption
Before April 1, 2032, holders may convert only in certain circumstances and during specified periods. From April 1, 2032, they may convert at any time until the second scheduled trading day before maturity. The company will settle conversions in cash, shares of common stock or a combination, at its election.
The initial conversion rate is 70.6140 shares per $1,000 of principal, or about $14.16 a share. The company says that is a premium of about 35.0% over the $10.49 last sale price on June 16, 2026.
The company cannot redeem the notes before July 6, 2029, apart from a cleanup redemption that applies when less than 15% of the notes remain outstanding. From July 6, 2029 it may redeem for cash at 100% of principal plus accrued interest, but only if the stock has traded at least 130% of the conversion price for 20 trading days within a 30-trading-day window.
Capped calls and the use of proceeds
NeoGenomics entered into capped call transactions with what it calls option counterparties, which it describes only as certain financial institutions. The base capped calls were entered on June 16, 2026, and additional capped calls were entered on June 17 when the initial purchasers exercised their option. The cap price is initially $20.98 a share, a premium of 100.0% over the same $10.49 price.
The company says the capped calls are expected to reduce potential dilution from conversions, and to offset cash payments above principal, but only up to the cap. Holders have no rights under them. The company used about $28.7 million of the net proceeds to pay for them. The 8-K says that at pricing the company also agreed to repurchase about $276.0 million of principal of its existing 0.25% convertible senior notes due 2028 for cash, at a total cost, including accrued interest, of about $263.19 million. It also agreed to repurchase up to $25.0 million of its common stock from certain purchasers of the new notes at $10.49 a share. The 8-K does not tie the proceeds to these repurchases, so it does not show what the rest of the proceeds will fund.
The 8-K names no initial purchasers and no placement agent. It does name BofA Securities, Inc., Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC as option counterparties on the capped calls tied to the existing notes, a portion of which the company terminated as it repurchased those notes. The trustee is U.S. Bank Trust Company, National Association.
Losses and cash
Research and development expense was $37.1 million in 2025, up from $31.2 million in 2024. The net loss widened to $108.0 million in 2025 from $78.7 million in 2024. Cash provided by operations fell to $5.2 million from $7.0 million.
At the end of 2024 NeoGenomics reported $367.0 million in cash and cash equivalents. Against a net loss of $108.0 million in 2025, operating cash flow of $5.2 million was small, so the notes and the capped-call cost arrive while the operating business generates little cash.
The 8-K says a maximum of 30,147,733 shares may be issued on conversion, based on a maximum conversion rate of 95.3288 shares per $1,000 of principal. The capped calls offset dilution only up to the $20.98 cap.