UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~July~~August 295, 2025

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-35756

74-2897368

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9490 NeoGenomics Way,

Fort Myers,

Florida

33912

(Address of principal executive offices)

(Zip Code)

(239) 768-0600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading Symbol(s):

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

NEO

The Nasdaq Stock Market LLC

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock ($0.001 par value)

NEO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnBoard ~~July 29, 2025, NeoGenomics, Inc. issued a press release reporting its results for its second fiscal quarter~~ of ~~2025.~~Director ~~The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.~~Resignation

~~This~~On ~~information~~August ~~shall~~5, ~~not~~2025, beElizabeth ~~deemed~~Floegel ~~“filed”~~provided ~~for~~NeoGenomics, ~~purposes~~Inc., ofa ~~Section 18~~Nevada ofcorporation (the ~~Securities~~“Company”), ~~Exchange~~with ~~Act~~notice of ~~1934,~~her asresignation ~~amended~~from (the ~~“Exchange~~Board ~~Act”),~~of orDirectors ~~otherwise~~of ~~subject~~the toCompany (the ~~liabilities of that section~~“Board”), ~~and~~effective itimmediately. ~~shall~~Ms. ~~not~~Floegel’s bedecision ~~deemed~~to ~~incorporated~~resign bydid ~~reference~~not inresult from any ~~filing~~disagreement ~~under~~with the ~~Securities~~Company ~~Act~~on ofany ~~1933,~~matter asrelating ~~amended,~~to or the ~~Exchange~~Company’s ~~Act~~operations, ~~except~~policies asor ~~expressly set forth by specific reference in such filing~~practices.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(d) Exhibits.

99.1			Press Release of NeoGenomics, Inc. dated July 29, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~NEOGENOMICS, INC.~~

NEOGENOMICS, INC.

By:

/s/ Jeffrey S. Sherman

Date:

August 8, 2025

By:

/s/ Alicia C. Olivo

Name:

Jeffrey S. Sherman

Alicia C. Olivo

Title:

Chief Financial Officer

EVP, General Counsel & Business Development

Date:

July 29, 2025

and Corporate Secretary

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