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 June 16, 2017, Interpace Diagnostics Group, Inc. (the
Company) entered into an underwriting
agreement (the Underwriting Agreement)
with Maxim Group LLC as the representative of several
underwriters (the Underwriters ) named
therein with respect to the issuance and sale of an aggregate of
(i) 9,900,000 shares (Firm Shares) of
the Companys common stock, par value $0.01 per share (the
Common Stock), (ii) warrants to
purchase 12,500,000 shares of Common Stock at an exercise price
equal to $1.25 per share (the Base
Warrants) and (iii) warrants to purchase 2,600,000
shares of Common Stock at an exercise price equal to $0.01 per
share (the Pre-Funded Warrants) in an
underwritten public offering (the
Offering) to the Underwriting
Agreement. Each Firm Share and accompanying Base Warrant was sold
for a combined effective price of $1.10, and each Pre-Funded
Warrant and accompanying Base Warrant was sold for a combined
effective price of $1.09.
to the Underwriting Agreement, the Company has granted the
Underwriters a 45-day option to purchase up to an additional
1,875,000 Firm Shares and/or 1,875,000 Base Warrants to cover
over-allotments, if any (the
Over-Allotment).
to the Underwriting Agreement, the Company agreed to issue to the
Underwriters warrants (the Underwriter
Warrant) to purchase a number of shares of common
stock equal to an aggregate of 4% of the total number of shares
of Common Stock and Pre-Funded Warrants sold in the Offering. The
Underwriters are also entitled to receive an underwriting
discount equal to 7.5% of the offer price of the aggregate number
of Firm Shares and Pre-Funded Warrants sold in the Offering and
Over-Allotment. The Company has also agreed to reimburse the
Underwriters for reasonable out-of-pocket expenses related to the
Offering, including, without limitation, the reasonable fees and
expenses of counsel to the Underwriters, up to $100,000.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended (the Securities
Act), 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.
The Offering closed on June 21, 2017. The Offering was made to
the Companys Registration Statement on Form S-1 (File No.
333-218140), filed with the U.S. Securities and Exchange
Commission under the Securities Act, including Amendment No. 1,
Amendment No. 2 and Amendment No. 3 thereto, which became
effective on June 15, 2017, as well as the Registration Statement
on Form S-1 (File No. 333-218780) to Rule 462(b) of the
Securities Act, which became effective on June 16, 2017.
Simultaneously with the closing, the Company sold additional Base
Warrants to purchase up to 1,875,000 shares of Common Stock in
connection with the partial exercise of the Underwriters
Over-Allotment.
The net proceeds of the Offering are approximately $12.2 million,
after deducting the underwriting discounts and commissions and
offering expenses and assuming no exercise of the Base Warrants.
The Base Warrants were issued to a Warrant Agency Agreement,
dated as of June 21, 2017 (the Warrant
Agreement), between the Company and American Stock
Transfer Trust Company, LLC (AST), to
which AST serves as the Companys warrant agent for the Offering.
The foregoing summaries of the Offering and the terms of the
Underwriting Agreement, the Warrant Agreement, the form of
Underwriter Warrant, the form of Pre-Funded Warrant and the form
of Base Warrant are subject to, and qualified in their entirety
by such documents attached herewith as Exhibits 1.1, 1.2, 4.1,
4.2 and 4.3, respectively, to this Current Report on Form 8-K and
are incorporated by reference herein.
Item 8.01. Other Events.
On June 16, 2017, the Company issued a press release announcing
the pricing of the Offering. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
On June 21, 2017, the Company issued a press release announcing
the closing of the Offering. A copy of the press release is
attached hereto as Exhibit 99.2 and incorporated herein by
reference.
The information provided hereto shall not be deemed incorporated
by reference by any general statement incorporating by reference
this Current Report on Form 8-K into any filing under the
Securities Act or the Securities Exchange Act of 1934, as
amended, and shall not otherwise be deemed filed under such acts.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number |
Description | |
| 1.1 |
Underwriting Agreement, dated as of June 16, 2017, by and between Interpace Diagnostics Group, Inc. and Maxim Group LLC |
|
| 1.2 |
Warrant Agency Agreement, dated as of June 21, 2017, by and between Interpace Diagnostics Group, Inc. and American Stock Transfer Trust Company |
|
| 4.1 |
Form of Underwriting Warrant (included in Exhibit 1.1 as Exhibit A) |
|
| 4.2 | Form of Pre-Funded Warrant | |
| 4.3 | Form of Base Warrant | |
| 99.1 | Press release dated June 16, 2017 | |
| 99.2 | Press release dated June 21, 2017 |
Interpace Diagnostics Group, Inc. ExhibitEX-1.1 2 ex1-1.htm INTERPACE DIAGNOSTICS GROUP,…To view the full exhibit click here 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.