Item
8.01 Other Events.
CGI
and StemoniX expect that the transactions contemplated by the Merger Agreement, including the proposed merger, will be consummated
on or about March 30, 2021, subject to satisfaction of the closing conditions set forth in the Definitive Proxy Statement dated
February 12, 2021.
Additional
Information about the Proposed Merger and Where to Find It
In
connection with the proposed merger between StemoniX and CGI, CGI has filed relevant materials with the Securities and Exchange
Commission, or the SEC, including a registration statement on Form S-4 that has been filed and contained a proxy statement/prospectus/information
statement, and which registration statement was declared effective on February 12, 2021. A definitive proxy statement/prospectus/information
statement was filed on February 16, 2020, and was mailed to stockholders on February 16, 2021. INVESTORS AND SECURITY HOLDERS
OF CGI AND STEMONIX ARE URGED TO READ THESE MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CGI, STEMONIX AND
THE PROPOSED MERGER. The proxy statement, prospectus and other relevant materials, and any other documents filed by CGI with the
SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by CGI by directing a written request to: CGI Holdings, c/o John A. Roberts, Chief
Executive Officer, 201 Route 17 North 2nd Floor, Rutherford, New Jersey 07070. Investors and security holders are urged to read
the proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment
decision with respect to the proposed merger.
This
report shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection
with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants
in the Solicitation
CGI
and its directors and executive officers and StemoniX and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of CGI in connection with the proposed transaction under the rules of the
SEC. Information about the directors and executive officers of CGI and their ownership of shares of CGI’s Common Stock is
set forth in the proxy statement/prospectus referred to above. Additional information regarding the persons who may be deemed
participants in the proxy solicitations and a description of their direct and indirect interests in the proposed merger, by security
holdings or otherwise, are included in the proxy statement/prospectus. These documents are available free of charge at the SEC
web site (www.sec.gov) and from the Chief Executive Officer at CGI at the address described above.
Forward-Looking
Statements
This
report contains forward-looking statements based upon CGI’s and StemoniX’s current expectations. This communication
contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
CGI and StemoniX generally identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential”
or “continue” or the negative of these terms or other similar words. These statements are only predictions. CGI and
StemoniX have based these forward-looking statements largely on their then-current expectations and projections about future events
and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number
of risks and uncertainties, many of which involve factors or circumstances that are beyond each of CGI’s and StemoniX’s
control. CGI’s and StemoniX’s actual results could differ materially from those stated or implied in forward-looking
statements due to a number of factors, including but not limited to: (i) risks associated with CGI’s ability to obtain the
shareholder approval required to consummate the proposed merger transaction and the timing of the closing of the proposed merger
transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or
that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted
against the parties and others related to the Merger Agreement; (iii) the occurrence of any event, change or other circumstance
or condition that could give rise to the termination of the Merger Agreement, (iv) unanticipated difficulties or expenditures
relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed
merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed
merger transaction; and (v) those risks detailed in the proxy statement/prospectus. Accordingly, you should not rely upon forward-looking
statements as predictions of future events. Neither CGI nor StemoniX can assure you that the events and circumstances reflected
in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in
the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date
on which the statements are made. Except as required by applicable law or regulation, CGI and StemoniX undertake no obligation
to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events.