NeoGenomics, Inc. (NASDAQ: NEO) announced a private offering of $275 million in convertible senior notes due 2032, targeting qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The Fort Myers, Florida-based cancer diagnostics company said it expects to grant initial purchasers an option to buy up to an additional $41.25 million in aggregate principal amount of the notes within a 13-day period following the initial issuance date.

The notes will be senior, unsecured obligations maturing July 1, 2032, with interest paid semi-annually. NeoGenomics may redeem the notes in whole or in part on or after July 6, 2029, if the company's common stock price reaches at least 130% of the conversion price for a specified period. The interest rate, conversion rate, and other terms will be set at pricing.

NeoGenomics said it plans to use a portion of the proceeds to fund capped call transactions intended to reduce potential dilution to common stockholders. The company also intends to use proceeds to repurchase a portion of its existing 0.25% convertible senior notes due 2028 and to buy back up to $25 million of its common stock from certain note purchasers through privately negotiated transactions. Any remaining proceeds would be used for general corporate purposes.

The company noted that hedging activity by option counterparties and holders of the existing notes could influence the market price of NeoGenomics' common stock around the time of pricing.

The notes and any shares issuable upon conversion have not been registered under the Securities Act and may not be offered or sold without registration or an applicable exemption. The offering is subject to market conditions, and NeoGenomics said there is no assurance the offering will be completed or as to its final size or terms.