×

Response Genetics Inc. Enters Into Asset Purchase Agreement With Cancer Genetics Inc.; Proposed Transaction to be Effectuated Through Voluntary Chapter 11; Business Uninterrupted

LOS ANGELES, Aug. 10, 2015 (GLOBE NEWSWIRE) -- Response Genetics, Inc. (OTCQB:RGDX) (the "Company"), a company focused on the development and sale of molecular diagnostic tests that help determine a patient's response to cancer therapy, announced today that it has executed an asset purchase agreement (the "Purchase Agreement") with Cancer Genetics, Inc. (Nasdaq:CGIX), an emerging leader in DNA-based cancer diagnostics, as a "stalking horse" bidder to acquire substantially all of the Company's assets. To facilitate the sale, the Company filed a voluntary petition under chapter 11 of the Bankruptcy Code in the Delaware Bankruptcy Court ("Court") to, among other things, seek approval to implement sale and bidding procedures.

During this process, the Company expects that its day-to-day operations will continue uninterrupted. To this end, the Company is seeking approval to maintain its current employee benefits and payroll programs in addition to other matters that will enable the Company to operate in the ordinary course of business.

To fund operations, SWK Funding, LLC has agreed to provide the Company up to $3 million in financing (the "DIP Financing").

As part of the sale process, the Cancer Genetics, Inc. stalking horse bid is subject to higher or better offers as other interested parties will have an opportunity to submit competing bids. The final highest or best bid will then require Court approval. The Company anticipates the sale will be completed within 60 days.

"We took this action today with the goal of securing Response Genetics' future," said Thomas Bologna, Response Genetics CEO. "The Company has implemented various strategic initiatives and considered numerous options. We believe that this process is the best and most efficient course of action to serve our customers."

Pachulski, Stang, Zeihl & Jones LLP is serving as the Company's legal advisor, Conway MacKenzie is serving as the Company's restructuring advisor, and Canaccord Genuity, Inc. is the Company's investment banker.

For access to Court documents and other general information about the Company's chapter 11 case, please visit: www.omnimgt.com/responsegenetics.

About Response Genetics:

Response Genetics, Inc. (the "Company") is a CLIA-certified clinical laboratory focused on the development and sale of molecular diagnostic testing services for cancer. The Company's technologies enable extraction and analysis of genetic information derived from tumor cells stored as formalin-fixed and paraffin-embedded specimens. The Company's principal customers include oncologists and pathologists. In addition to diagnostic testing services, the Company generates revenue from the sale of its proprietary analytical pharmacogenomic testing services of clinical trial specimens to the pharmaceutical industry. The Company's headquarters is located in Los Angeles, California. For more information, please visit www.responsegenetics.com.

About Cancer Genetics:

Cancer Genetics Inc. is an emerging leader in DNA-based cancer diagnostics, servicing some of the most prestigious medical institutions in the world. Our tests target cancers that are difficult to diagnose and predict treatment outcomes. These cancers include hematological, urogenital and HPV-associated cancers. We also offer a comprehensive range of non-proprietary oncology-focused tests and laboratory services that provide critical genomic information to healthcare professionals, as well as biopharma and biotech companies. Our state-of-the-art reference labs are focused entirely on maintaining clinical excellence and are both CLIA certified and CAP accredited and have licensure from several states including New York State. We have established strong research collaborations with major cancer centers such as Memorial Sloan-Kettering, The Cleveland Clinic, Mayo Clinic and the National Cancer Institute.

Forward-Looking Statement Notice

Except for the historical information contained herein, this press release and the statements of representatives of the Company related thereto contain or may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company's plans, objectives, projections, expectations and intentions, such as the ability of the Company, to provide clinical testing services to the medical community, to continue to expand its sales force, to continue to offer its TC/PC services, to obtain and retain larger accounts for its DX business, to increase sales of ResponseDX: Tissue of OriginTM test, to attract and retain qualified management, to strengthen marketing capabilities, to expand the suite of ResponseDX® products, to continue to provide clinical trial support to pharmaceutical clients, to enter into new collaborations with pharmaceutical clients, to enter into areas of companion diagnostics, to continue to execute on its business strategy and operations, to continue to analyze cancer samples and the potential for using the results of this research to develop diagnostic tests for cancer, the usefulness of genetic information to tailor treatment to patients, and other statements identified by words such as "project," "may," "could," "would," "should," "believe," "expect," "anticipate," "estimate," "intend," "plan" or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties, including those detailed in the Company's filings with the Securities and Exchange Commission. Actual results, including, without limitation, actual sales results, if any, or the application of funds, may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company's control). The Company undertakes no obligation to publicly update forward-looking statements, whether because of new information, future events or otherwise, except as required by law.

CONTACT: For Response Genetics, Inc.: Jennifer Mercer Epiq Strategic Communications 310-712-6215 jmercer@epiqsystems.comSource:Response Genetics, Inc.