NeoGenomics prices $275 million convertible notes due 2032

NeoGenomics, Inc. (NASDAQ: NEO) has priced a private offering of $275 million in aggregate principal amount of 0.75% convertible senior notes due 2032, with an option granted to initial purchasers to buy up to an additional $41.25 million in notes. The offering is expected to close on June 22, 2026, subject to customary closing conditions.

The notes will mature on July 1, 2032, bearing interest at 0.75% per year, payable semiannually beginning January 1, 2027. The initial conversion rate is 70.6140 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $14.16 per share — a 35% premium to the June 16, 2026 closing price of $10.49 on the Nasdaq Capital Market.

NeoGenomics estimates net proceeds of approximately $266.15 million, or approximately $306.16 million if the overallotment option is exercised in full. The company plans to use approximately $25 million to fund capped call transactions, which carry a cap price of $20.98 per share, representing a 100% premium to the June 16 closing price.

The company also entered into privately negotiated transactions to repurchase $276 million in aggregate principal amount of its existing 0.25% convertible senior notes due 2028 for approximately $263.19 million, including accrued interest. Any remaining net proceeds are intended for the repurchase of up to $25 million of outstanding common stock and general corporate purposes.

The notes were offered solely to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and have not been registered under the Securities Act.

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