Interpace Diagnostics Group, Inc. (NASDAQ:IDXG) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

On January 20, 2017, Interpace Diagnostics Group, Inc. (the
Company) entered into a placement agency agreement (the Placement
Agreement) with Maxim Group LLC (the Placement Agent) to which
the Placement Agent agreed to serve as the placement agent, on a
reasonable best efforts basis, in connection with the registered
direct public offering of 855,000 shares (the Shares) of the
Companys common stock, par value $0.01 per share (the Common
Stock), through the Placement Agent (the Registered Direct
Offering). In a concurrent private placement, the Company agreed
to sell through the Placement Agent warrants to purchase 855,000
shares of Common Stock (the Warrants) with an exercise price of
$4.69 per warrant (the Private Placement). The combined purchase
price for one registered Share and one Warrant is $4.69.

Also on January 20, 2017, to effect the Registered Direct
Offering and the Private Placement, the Company entered into a
securities purchase agreement (the Securities Purchase Agreement)
with certain institutional investors (the Purchasers) to which
the Company agreed to issue and sell the Shares and theWarrants
directly to the Purchasers.

The Company expects to receive aggregate net proceeds, after
deducting Placement Agent fees and other estimated expenses
related to the Registered Direct Offering and the Private
Placement, in the amount of approximately $3.7 million. The
Company intends to use the net proceeds from the Registered
Direct Offering and the Private Placement for working capital,
repayment of indebtedness, including approximately $1.028 million
to be paid to five former senior executives in satisfaction and
settlement of approximately $2.9 million in severance
obligations,and general corporate purposes.

The closing of the Registered Direct Offering and the Private
Placement is expected to take place on January 25, 2017, subject
to customary closing conditions.

The Shares are being offered and sold to the Companys shelf
registration statement on Form S-3 (File No. 333-207263)
initially filed with the Securities and Exchange Commission (the
Commission) on October 2, 2015 and declared effective on October
9, 2015. A prospectus supplement relating to the Registered
Direct Offering will be filed with the Commission on or about
January 24, 2017.

The Securities Purchase Agreement contains customary
representations, warranties and agreements by the Company and
customary conditions to closing. Under the Securities Purchase
Agreement, the Company has agreed not to enter into any agreement
to issue or announce the issuance or proposed issuance of any
Common Stock or Common Stock equivalents until January 27, 2017.
In addition, the Company has also agreed with the Purchasers that
following the closing of the offering until January 27, 2017, the
Company will not effect or enter into an agreement to effect a
Variable Rate Transaction as defined in the Securities Purchase
Agreement.

to the Placement Agreement, the Company has agreed to pay the
Placement Agent an aggregate cash placement fee equal to 8.0% of
the gross proceeds in the Registered Direct Offering and the
Private Placement. Subject to certain conditions, the Company has
also agreed to reimburse the Placement Agent for reasonable
travel and other out-of-pocket expenses in connection with the
Registered Direct Offering and the Private Placement, including,
but not limited to, legal fees in an amount not to exceed
$25,000.

The Placement Agreement contains customary representations,
warranties and agreements by the Company and customary conditions
to closing. The Company has agreed to indemnify the Placement
Agent against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the Securities Act), and
liabilities arising from breaches of representations and
warranties contained in the Placement Agreement, or to contribute
to payments that the Placement Agent may be required to make in
respect of those liabilities.

TheWarrants will have an exercise price of $4.69 per share, which
is subject to adjustment in the event of certain stock dividends
and distributions, stock splits, stock combinations,
reclassifications or similar events affecting the Common Stock
and also upon any distributions of assets to the Companys
stockholders. EachWarrant will be exercisable upon issuance (the
Initial Exercise Date) and willhave a five year term. Subject to
limited exceptions, a holder ofWarrants will not have the right
to exercise any portion of itsWarrants if the holder, together
with its affiliates, would beneficially own in excess of 4.99%
(or, at the election of the holder, 9.99%) of the number of
shares of Common Stock outstanding immediately after giving
effect to such exercise (the Beneficial Ownership Limitation);
provided, however, that upon 61 days prior notice to the Company,
the holder may increase the Beneficial Ownership Limitation,
provided that in no event shall the Beneficial Ownership
Limitation exceed 9.99%.

After the Initial Exercise Date, if and only if no effective
registration statement registering, or no current prospectus is
available for, the issuance of the shares of Common Stock
underlying theWarrants, the Purchasers may exercise theWarrants
by means of a cashless exercise.

TheWarrants and the shares of Common Stock issuable upon the
exercise of theWarrants are being offered to an exemption from
the registration requirement of the Securities Act provided in
Section 4(a)(2) of the Securities Act and/or Regulation D.
TheWarrants and the shares of Common Stock issuable upon the
exercise of theWarrants may not be offered or sold in the United
States in the absence of an effective registration statement or
exemption from the registration requirement of the Securities
Act.

In connection with the Registered Direct Offering and the Private
Placement, the Purchasers, who are also party to that certain
Securities Purchase Agreement, dated as of January 3, 2017, as
amended by that certain Amendment to Securities Purchase
Agreement, dated January 5, 2017 and effective as of January 3,
2017 (the Former Purchase Agreement), each consented to the
Registered Direct Offering and the Private Placement and waived
compliance with, and their respective rights under (including,
without limitation, any notice rights) and the Companys
obligations under, Section 4.11 (Subsequent Equity Sales) of the
Former Purchase Agreement and Section 4.15 (Participation Right)
of the Former Purchase Agreement, in each case with respect to
the Registered Direct Offering and the Private Placement.

The foregoing descriptions of the Placement Agreement, the
Securities Purchase Agreement and theWarrants are qualified in
their entirety by reference to the full text of the Placement
Agreement, the Form of Securities Purchase Agreement and the Form
ofCommon Stock Purchase Warrant, which are attached to this
Current Report on Form 8-K as Exhibits 10.1, 10.2 and 4.1,
respectively, and incorporated herein by reference in their
entirety.

The representations, warranties and covenants made by the Company
in any agreement that is filed as an exhibit to any document that
is incorporated by reference in this Current Report on Form 8-K
were made solely for the benefit of the parties to such
agreement, including, in some cases, for the purpose of
allocating risk among the parties to such agreements, and should
not be deemed to be a representation, warranty or covenant to or
in favor of any other party. In addition, the assertions embodied
in any representations, warranties and covenants contained in
such agreements may be subject to qualifications with respect to
knowledge and materiality different from those applicable to
security holders generally. Moreover, such representations,
warranties or covenants were accurate only as of the date when
made, except where expressly stated otherwise. Accordingly, such
representations, warranties and covenants should not be relied on
as accurately representing the current state of the Companys
affairs at any time.

Agreement with Former Senior Executives

Effective January 17, 2017, Frank Arena, Jennifer Leonard, Nancy
Lurker, Graham G. Miao and Gerald R. Melillo, Jr., all former
senior executives of the Company, each agreed to accept a payment
of 35% of the total severance obligations due to each of them to
their respective separation agreements with the Company, or an
aggregate of approximately $1.028 million, in satisfaction and
settlement of an aggregate of approximately $2.9 million in
severance payments. Their agreement is conditioned upon their
receipt from the Company of such payments by March 1, 2017. The
Companys obligation to make such payments is conditioned upon the
Company consummating a sufficiently large financing (with gross
proceeds of approximately $4.0 million) and the prior agreement
of the Companys investment banker and investors in such financing
for the use of a portion of such proceeds for such payments. Each
of the former senior executives agreed to enter into releases
with the Company at the time of receipt of such payments, and in
consideration therefor, releasing the Company and its directors,
officers and agents from any and all claims, losses and damages
they have or ever had against the Company and its directors,
officers and agents. As described elsewhere in this Current
Report on Form 8-K, the Company intends to use a portion of the
net proceeds from the Registered Direct Offering and the Private
Placement to make these payments.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking
statements. Forward-looking statements include, but are not
limited to, statements that express the Companys intentions,
beliefs, expectations, strategies, predictions or any other
statements related to the Companys future activities, or future
events or conditions. These statements are based on current
expectations, estimates and projections about the Companys
business based, in part, on assumptions made by the Companys
management. These statements are not guarantees of future
performances and involve risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or
forecasted in the forward-looking statements due to numerous
factors, including those risks discussed in the Companys Annual
Report on Form 10-K and in other documents that the Company files
from time to time with the Commission. Any forward-looking
statements speak only as of the date on which they are made, and
the Company does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances
after the date of this report, except as required by law.

Item 3.02Unregistered Sales of Equity
Securities.

The information contained in Item 1.01 of this Current Report on
Form 8-K in relation to the Private Placement, theWarrants and
the shares of Common Stock issuable upon the exercise of
theWarrants is incorporated herein by reference.

On January 20, 2017, the Company issued a press release
announcing the Registered Direct Offering and the Private
Placement, as described above in Item 1.01 of this Current Report
on Form 8-K. The full text of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated into this Item 7.01 by reference. This information
is not deemed to be filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any Securities Act registration
statements.

(d)Exhibits

About Interpace Diagnostics Group, Inc. (NASDAQ:IDXG)

Interpace Diagnostics Group, Inc., formerly PDI, Inc., is focused on developing and commercializing molecular diagnostic tests principally focused on early detection of high potential progressors to cancer and leveraging the latest technology and personalized medicine for patient diagnosis and management. The Company operates through molecular diagnostics segment. It offers molecular tests, such as PancraGen, which is a pancreatic cyst molecular test that can aid in pancreatic cyst diagnosis and pancreatic cancer risk assessment utilizing its PathFinder platform; ThyGenX, which assesses thyroid nodules for risk of malignancy, and ThyraMIR, which assesses thyroid nodules risk of malignancy utilizing a gene expression assay. Through its molecular diagnostics business, the Company provides diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal and endocrine cancers, which are focused on early detection of cancer.

Interpace Diagnostics Group, Inc. (NASDAQ:IDXG) Recent Trading Information

Interpace Diagnostics Group, Inc. (NASDAQ:IDXG) closed its last trading session up +0.25 at 4.85 with 364,551 shares trading hands.