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 April 18, 2017, Interpace Diagnostics Group, Inc., a Delaware
corporation (the Company), entered into an amendment and exchange
agreement (the Exchange Agreement), with an institutional
investor (the Investor). to the Exchange Agreement, the Company
and the Investor agreed to exchange (the Exchange) $3,547,775 of
the Companys senior secured note, dated March 23, 2017 (the
Exchange Date), for $3,547,775 of the Companys senior secured
convertible note, dated April 18, 2017 (the Senior Secured
Convertible Note). The Senior Secured Convertible Note is
identical in all material respects to the Companys senior secured
convertible note dated March 23, 2017 (the March Note), except
for the initial conversion price and requiring stockholder
approval to adjust the Conversion Price (as defined in the Senior
Secured Convertible Note) or the right to substitute the Variable
Price (as defined in the Senior Secured Convertible Note) for the
Conversion Price, which provisions have been waived by the
Investor with respect to the March Note. The initial conversion
price of the Senior Secured Convertible Note is $2.20.
The Exchange Agreement contains customary representations,
warranties and agreements by the Company in favor of the
Investor. The representations, warranties and agreements made by
the parties in the Exchange 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 Exchange 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.
The closing of the Exchange Agreement occurred on April 18, 2017.
The exchange of the senior secured note for the Senior Secured
Convertible Note was made in reliance upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended.
Maxim Group LLC (Maxim) acted as agent in connection with the
exchange of the March Note for the Senior Secured Convertible
Note. Maxim will be paid a cash fee of 6.5% of any amount of the
Senior Secured Convertible Note that is converted into shares of
Common Stock. Maxim will be paid a cash fee of 3.25% of any
amount of the Senior Secured Convertible Note that is cash
redeemed. If, at the end of the term of the Senior Secured
Convertible Note, any amount of such note remains outstanding,
Maxim will be paid a cash fee of 3.25% of such remaining amount.
The Senior Secured Convertible Note
The Senior Secured Convertible Note matures at 125% of the face
value on June 23, 2018, and bears interest quarterly at one and
one hundredth percent (1.01%) per annum (as may be adjusted from
time to time). Under the terms of the Senior Secured Convertible
Note, the Company has the right to require a redemption of a
portion (not less than $500,000) or all of the Senior Secured
Convertible Note prior to their maturity at a price equal to 115%
of the principal amount of the Senior Secured Convertible Note
within the first 180 days from the Exchange Date, 120% of the
principal amount of the Senior Secured Convertible Note from the
period between 180 and 270 days of the Exchange Date, and 125% of
the principal amount of the Senior Secured Convertible Note on
and after 270 days of the Exchange Date. A mandatory redemption
may be required by the Investor in connection with the occurrence
of an event of default or change of control. In each such event,
the redemption price is subject to a premium on parity, and the
Senior Secured Convertible Note redemption may be subject to a
premium on parity if certain unfavorable conditions exist, as
described therein.
The Senior Secured Convertible Note is convertible into shares of
Common Stock. The Investor may elect to convert all or a portion
of the Senior Secured Convertible Note and all accrued and unpaid
interest with respect to such portion, if any, into shares of
Common Stock at a fixed conversion price of $2.20 (the Fixed
Conversion Price). In the event the Company seeks and obtains
stockholder approval to issue shares of Common Stock in
connection with the conversion of the Senior Secured Convertible
Note (which determination shall be at the Companys sole
discretion) from and after the date of the Exchange Agreement,
the Senior Secured Convertible Note may alternatively be
converted (Alternative Conversion) by the Investor at the greater
of (i) $0.40 and (ii) the lowest of (x) the applicable conversion
price as in effect on the applicable conversion date of the
applicable Alternative Conversion, and (y) 88% of the lowest
volume-weighted average price of the Common Stock during the 10
consecutive trading day period ending and including the date of
delivery of the applicable conversion notice. If the
volume-weighted average price of the Common Stock exceeds 135% of
the Fixed Conversion Price, or $2.97, for five consecutive
trading days and no equity conditions failure then exists, the
Company has the option to convert the Senior Secured Convertible
Note into shares of Common Stock at the Fixed Conversion Price.
The Company shall not effect the conversion of any portion of the
Senior Secured Convertible Note, and the Investor shall not have
the right to convert any portion of the Senior Secured
Convertible Note, to the extent that after giving effect to such
conversion, the Investor together with any other persons whose
beneficial ownership of the Companys Common Stock could be
aggregated with the Investors collectively would be in excess of
9.99% of the shares of Common Stock outstanding immediately after
giving effect to such conversion. Additionally, any such
conversion will be null and void and treated as if never made.
The foregoing descriptions are qualified in their entirety by
reference to the full text of the agreements, which are filed as
exhibits to this Current Report on Form 8-K and incorporated
herein by reference in their entirety.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information contained in Item 1.01 of this Current Report on
Form 8-K in relation to the Senior Secured Convertible Note is
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information contained in Item 1.01 of this Current Report on
Form 8-K in relation to the Senior Secured Convertible Note is
incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits
|
Exhibit Number |
Description |
|
|
|
|
4.1* |
Form of Senior Secured Convertible Note, dated April 18, |
|
10.1* |
Form of Amendment and Exchange Agreement, dated April 18, |
* Filed herewith
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 +1.25 at 3.39 with 124,239 shares trading hands.