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

Item 1.01.Entry into a Material Definitive Agreement

On February 3, 2017, Interpace Diagnostics Group, Inc. (the
Company) entered into an underwriting agreement (the Underwriting
Agreement) with Maxim Group LLC (Maxim) with respect to the
issuance and sale of an aggregate of 1,200,000 shares (the Firm
Shares) of the Companys common stock, par value $0.01 per share
(the Common Stock), in an underwritten public offering. to the
Underwriting Agreement, the Company also granted Maxim an option
to purchase an additional 108,000 shares (the Option Shares, and
together with the Firm Shares, the Shares) of Common Stock to
cover any over-allotments made by Maxim in the sale and
distribution of the shares of Common Stock. The Firm Shares are
being offered, and if Maxim exercises its over-allotment option,
the Option Shares will be offered, to the public at a price of
$3.00 per Share.

to the Underwriting Agreement, the Company agreed to pay Maxim a
cash fee equal to 8% of the gross proceeds of the offering. The
Company has also agreed to reimburse Maxim for its reasonable
out-of-pocket expenses related to the offering, including,
without limitation, the reasonable fees and expenses of counsel
to Maxim, up to $45,000. Maxim acted as the placement agent in
registered direct public offerings that the Company completed on
December 22, 2016 and January 6, 2017 and in a registered direct
public offering and concurrent private placement that the Company
completed on January 25, 2017. In its role as the placement agent
for the registered direct public offerings and private placement,
Maxim received an aggregate of $815,380 in placement agent fees.
Additionally, in connection with the registered direct public
offering the Company completed on December 22, 2016, the Company
granted Maxim a right of first refusal to act as lead managing
underwriter and book runner for any and all of the Companys
future public and private equity and debt offerings for a period
of 12 months from the closing of that registered direct public
offering.

The underwriting agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and Maxim,
including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination
provisions. The representations, warranties and agreements made
by the parties in the Underwriting Agreement 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, and
should not be deemed to be a representation, warranty or
agreement to or in favor of any other party. In addition, the
assertions embodied in any representations, warranties and
agreements contained in the Underwriting Agreement may be subject
to qualifications with respect to knowledge and materiality
different from those applicable to security holders generally.
Moreover, such representations, warranties or agreements were
accurate only as of the date when made, except where expressly
stated otherwise. Accordingly, such representations, warranties
and agreements should not be relied on as accurately representing
the current state of the Companys affairs at any time.

Under the Underwriting Agreement, subject to certain exceptions,
until 30 days following February 3, 2017, neither the Company nor
any of its subsidiaries may issue, enter into any agreement to
issue or announce the issuance or proposed issuance of any shares
of Common Stock or Common Stock equivalents. In addition, until
30 days following February 3, 2017, the Company is prohibited
from effecting or entering into an agreement to effect any
issuance by the Company or any of its subsidiaries of Common
Stock or Common Stock equivalents (or a combination of units
thereof) involving a variable rate transaction (as defined in the
Underwriting Agreement).

The Company expects to receive aggregate net proceeds, after
deducting underwriter discounts and commissions and other
estimated expenses related to the offering, in the amount of
approximately $3.27 million, or approximately $3.57 million if
Maxim exercises in full its over-allotment option. The Company
intends to use the net proceeds from the offering for working
capital, repayment of indebtedness and other liabilities, and
general corporate purposes.

The closing of the offering is expected to take place on February
8, 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 U.S. Securities and Exchange Commission
(the Commission) on October 2, 2015 and declared effective on
October 9, 2015. A prospectus supplement relating to the offering
was filed with the Commission on February 3, 2017.

The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference
in its entirety.

A copy of the legal opinion of Pepper Hamilton LLP relating to
the legality of the issuance and sale of the Shares is filed as
Exhibit 5.1 to this Current Report on Form 8-K.

The Companys press releases, dated February 2, 2017 and February
3, 2017, announcing the offering and pricing of the offering,
respectively, are attached as Exhibits 99.1 and 99.2,
respectively, to this Current Report on Form 8-K.

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 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
for the fiscal year ended December 31, 2015, the Companys
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2016, the prospectus supplement relating
to the offering that was filed with the Commission on February 3,
2017 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 9.01.Financial Statements and Exhibits

(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 down -1.18 at 3.14 with 1,106,620 shares trading hands.