Interpace Diagnostics Group, Inc. (NASDAQ:IDXG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
Effective January 3, 2017, Interpace Diagnostics Group, Inc. (the
Company) entered into an amended and restated placement agency
agreement (the Amended 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
630,000 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). The Amended Placement
Agreement amends and restates that certain placement agency
agreement between the Company and the Placement Agent dated as of
January 3, 2017.
Also effective January 3, 2017, in connection with the Registered
Direct Offering, the Company entered into an Amendment to
Securities Purchase Agreement (the Amendment) with certain
institutional investors (the Purchasers), which amends that
certain securities purchase agreement between the Company and the
Purchasers dated as of January 3, 2017 (as so amended, the
Securities Purchase Agreement). As amended, the Securities
Purchase Agreement provides for the issuance and sale of the
Shares directly to the Purchasers at a price of $6.81 per share,
as opposed to $6.75 per share, and no prefunded warrants will be
issued and sold in the Registered Direct Offering. In addition,
the Amendment, among other things, provides each Purchaser with
the right, for a period of 15 months following the closing of the
Registered Direct Offering, to participate in any public or
private offering by the Company of equity securities, subject to
certain exceptions, up to such Purchasers pro rata portion of 50%
of the securities being offered.
The Company expects to receive aggregate net proceeds, after
deducting Placement Agent fees and other estimated expenses
related to the Registered Direct Offering, in the amount of
approximately $3.9 million. The Company intends to use the net
proceeds from this offering for working capital, repayment of
indebtedness and general corporate purposes.
The closing of the Registered Direct Offering is expected to take
place on January 6, 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 5, 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 Amended 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 offering. 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 offering, including, but not
limited to, legal fees in an amount not to exceed $30,000.
The Amended 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
Amended Placement Agreement, or to contribute to payments that
the Placement Agent may be required to make in respect of those
liabilities.
The foregoing descriptions of the Securities Purchase Agreement,
the Amended Placement Agreement and the Amendment are qualified
in their entirety by reference to the full text of the Form of
Securities Purchase Agreement, the Amended Placement Agreement
and the Form of Amendment to Securities Purchase Agreement, which
are attached to this Current Report on Form 8-K/A as Exhibits
10.1, 10.2 and 10.3, respectively, and are 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.
FORWARD-LOOKING STATEMENTS
This Form 8-K/A 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 and in other documents that
we file 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
|
Exhibit Number |
Description |
|
|
10.1 |
Form of Securities Purchase Agreement dated as of January |
|
|
10.2 |
Amended and Restated Placement Agency Agreement effective |
|
|
10.3 |
Form of Amendment to Securities Purchase Agreement |
|
Previously filed as Exhibit 10.2 to the Current Report on Form
8-K filed on January 3, 2017
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 -0.37 at 6.47 with 848,980 shares trading hands.