UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 16, 2020

FULGENT GENETICS, INC.

(Exact Name of Registrant as Specified in Charter)

(626) 350-0537

(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:

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

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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2020, Fulgent Genetics, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at 9:00 a.m. Pacific Daylight Time at its offices in El Monte, California. At the Special Meeting, the Company's stockholders, upon the recommendation of the Company's Board of Directors, approved the Company’s Amended and Restated 2016 Omnibus Incentive Plan (the “Amended and Restated Omnibus Incentive Plan”), which included an increase to the number of shares of the Company’s common stock reserved for issuance thereunder by 2,500,000.

A summary of the Amended and Restated Omnibus Incentive Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 31, 2020 (the “Special Meeting Proxy Statement”) under the section entitled “Proposal 1: Approval of an Amendment and Restatement of the Fulgent Genetics, Inc. 2016 Omnibus Incentive Plan” and is incorporated herein by reference. The summary of the Amended and Restated Omnibus Incentive Plan contained in the Special Meeting Proxy Statement is qualified in its entirety by reference to the full text of the Amended and Restated Omnibus Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

An aggregate of 22,114,642 shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting as of August 28, 2020, the record date for the Special Meeting. Of these shares, 12,380,313 shares were present in person or by proxy at the Special Meeting, constituting a quorum of approximately 55.98%. The Company’s stockholders considered and voted on two proposals at the Special Meeting, and cast their votes on each such proposal as set forth below. These proposals are further described in the Special Meeting Proxy Statement.

Proposal 1: Approval of an Amendment and Restatement of the Fulgent Genetics, Inc. 2016 Omnibus Incentive Plan for the sole purpose of increasing the number of shares of common stock reserved for issuance thereunder.

Proposal 2: Approval to adjourn the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve the foregoing proposal.

Item 8.01.Other Events.

As previously reported, on August 18, 2020, the Company entered into an Aircraft Purchase Agreement for the purchase of a 2008 Cessna Citation Sovereign aircraft (the “Aircraft”) from ServiceMaster Acceptance Corporation (the “Seller”) for a purchase price of $5.4 million. On September 16, 2020, the Company completed the acquisition of the Aircraft from the Seller. Delivery took place in Wichita, Kansas.

SIGNATURE

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.