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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): [X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q
[_] Form 10-D [_] Form N-SAR [_] Form N-CSR
For Period Ended: December 31, 2008
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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:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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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
NeoGenomics, Inc.
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Full Name of Registrant
Not applicable
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Former Name if Applicable
12701 Commonwealth Drive, Suite 9
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Address of Principal Executive Office (Street and Number)
Fort Myers, Florida 33913
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City, State and Zip Code
PART II
RULE 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 reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
(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
[X] 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.
The Annual Report on Form 10-K for the year ended December 31, 2008 of
NeoGenomics, Inc. (the "Company") could not be filed within the prescribed time
period because the Company requires additional time for the preparation and
review of the Form 10-K.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert Gasparini 239 768-0600
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(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 the
answer is no, identify report(s).
Yes [X] 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 ?
Yes [X] 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:
Please see the Company's unaudited consolidated balance sheet as of
December 31, 2008 and December 31, 2007, the unaudited consolidated
statements of operations of the Company for the three and twelve months
ended December 31, 2008 and December 31, 2007 and the unaudited
consolidated statements of cash flows of the Company for the twelve months
ended December 31, 2008 and December 31, 2007 (the "Financial
Statements"), incorporated by reference herein, which were furnished as
Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 31, 2009. The Financial
Statements, among other things, reflect that during the fiscal year ended
December 31, 2008, the Company's revenues increased to $20,015,319 from
$11,504,725 during the fiscal year ended December 31, 2007.
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NeoGenomics, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 2009 By /s/ Jerome J. Dvonch
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Principal Accounting Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).