NEOGENOMICS INC: Change of Directors or Principal Officers, Financial Statements and Schedules (Form 8-K)

Item 5.02         Departure of Directors or Certain Officers; Election of Directors;
                  Appointment of Certain Officers; Compensatory Arrangements of Certain
                  Officers.

Dr. Clive Morris Retirement

On May 5, 2022dr. Clive D. Morris, from NeoGenomics, Inc. (the “Company”) current President of Inivatahas informed the Company of his intention to retire from office with effect June 30, 2022. At that time, the terms of At Mr Morris the settlement agreement with the Company has not been determined. The Company will file an amendment to this Current Report on Form 8-K disclosing such additional information if and when it is determined.

Appointment of Vishal Sikri

On May 9, 2022the company announced that Vishal Sikri46, was appointed President and Chief Commercial Officer, Inivata Division, of the Company, effective May 23, 2022 (the “Effective Date”). Before joining the Company, July 2021 for May 2022, Mr Sikri served as president of oncology for Invitae Corp., a biotechnology company specializing in genetic diagnostic testing, and February 2021 for May 2022, he served as Senior Vice President of Oncology Product Strategy and Management. Before Invite, Mr Sikri spent four years at Biocartis, a commercial-stage molecular diagnostics company, as WE general manager of April 2017 for February 2021. Mr Sikri also served as Vice President of Commercial Operations for Sysmex Inostics, a biotechnology company specializing in blood cell-free tumor DNA oncology testing services, January 2007 for May 2010. Before Sysmex Inostics, Mr Sikri served as a senior product specialist at Abbott Laboratories, an American multinational medical device and healthcare company, December 1999 for
october 2005and as a product manager for Abbott Laboratories of october 2005
for January 2007. Mr Sikri received a BS from Beloit Collegean MS of
The University of Wisconsin-Madisonand an MBA from Loyola University of Chicago
– Business School.

As part of this new role, the Company and Mr Sikri has entered into a standard employment agreement for officers (the “Employment Agreement”) which provides that At Mr. Sikri’s base salary will be $510,000 per year, with annual review and adjustment at the discretion of the Board of Directors of the Company (the “Board”) or the Culture and Remuneration Committee of the Board (the “Compensation Committee”) and an annual incentive bonus of 50% of the annual salary based on the achievement of the Company’s corporate objectives and At Mr. Sikri’s individual objectives, in each case, as established by the board or the compensation committee; provided, however, that, subject to the foregoing, At Mr. Sikri’s the annual bonus for the Company’s 2022 financial year will be $255,000. Mr Sikri will also receive a $500,000 signature bonus within 30 days of the effective date. Besides, Mr Sikri will be eligible for a new hiring equity bonus worth $1,055,000.

Mr Sikri is eligible to participate in benefit plans and programs generally offered to employees of the Company, except to the extent that such plans overlap with other benefits otherwise offered to executive officers. Mr Sikri shall also be entitled to reimbursement of all reasonable business expenses incurred or paid by him in the performance of his duties and responsibilities for the Company, subject to any maximum annual limit and other restrictions set by the Company from time to time and to reasonable justification and documentation as may be specified by the Company from time to time. Yes Mr Sikri is terminated without cause or if Mr Sikri terminates his employment for cause, other than such termination occurring upon a change of control of the Company, the Company agrees to provide Mr Sikri as severance pay: (i) an amount equal to one times his base salary, (ii) an amount equal to one times his target bonus, (iii) reimbursement of premiums to continue healthcare benefits coverage under COBRA for 12 months from the date of At Mr. Sikri’s termination and (iv) accelerated vesting of time-based equity awards granted under the Company’s Amended and Restated Equity Incentive Plan that would have vested within 12 months of the date of termination .

The summary of the employment contract presented above does not purport to be a complete statement of the terms of this document. The summary is qualified in its entirety by reference to the full text of the employment agreement, a form of which was filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021filed with the Security and Exchange Commission on February 25, 2022.

Mr Sikri has no family ties with any other officer or director of the Company.

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Item 9.01   Financial Statements and Exhibits.



      (a) Not applicable
      (b) Not applicable
      (c) Not applicable
      (d) Exhibits.

          99.1           Press Release of NeoGenomics, Inc. dated May 9, 2022.
          104          Cover Page Interactive Data File (embedded within the Inline XBRL
                       document).

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