Interpace Diagnostics Group, Inc. (NASDAQ:IDXG) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
As previously announced, the stockholders of Interpace
Diagnostics Group, Inc. (the Company) had authorized the
Board of Directors of the Company (the Board), in its
discretion, to amend the Companys Certificate of Incorporation,
as amended (the Certificate of Incorporation), to effect a
reverse split of the Companys common stock, par value $0.01 (the
Common Stock), at a ratio of between one-for-five (1:5)
and one-for-thirty (1:30), with such ratio to be determined by
the Board. The Board determined to set the reverse stock split
ratio at one-for-ten (1:10) (the Reverse Stock Split) and
approved the final form of Certificate of Amendment to the
Certificate of Incorporation to effectuate the Reverse Stock
Split (the Certificate of Amendment). The Certificate of
Amendment was filed with the Secretary of State of the State of
Delaware on December 28, 2016, and the Reverse Stock Split became
effective in accordance with the terms of the Certificate of
Amendment at 5:00 p..m. Eastern Standard Time on December 28,
2016 (the Effective Time).
At the Effective Time, every 10 shares of Common Stock issued and
outstanding were automatically combined into one share of issued
and outstanding Common Stock, without any change in the par value
per share.
Fractional shares will not be issued as a result of the Reverse
Stock Split; instead, holders of pre-Reverse Stock Split shares
of the Companys Common Stock, who otherwise would have been
entitled to receive a fractional share as a result of the Reverse
Stock Split, will receive a cash payment in lieu of fractional
shares to which they would otherwise be entitled on a
post-Reverse Stock Split share basis for such fractional
interests upon the surrender to American Stock Transfer and Trust
Company, LLC, the Exchange Agent, of certificates representing
such shares.
American Stock Transfer and Trust Company, LLC is acting as
exchange agent for the Reverse Stock Split and will send
instructions to stockholders of record who hold stock
certificates regarding the exchange of certificates for Common
Stock. Stockholders who hold their shares in brokerage accounts
or street name are not required to take any action to effect the
exchange of their shares following the Reverse Stock Split.
The Common Stock is expected to begin trading on The NASDAQ
Capital Market on a Reverse Stock Split-adjusted basis on
December 29, 2016. There will be no change in the Companys NASDAQ
ticker symbol, IDXG, as a result of the Reverse Stock Split. In
connection with the Reverse Stock Split, the CUSIP number for the
Common Stock has been changed to 46062X 204.
The Reverse Stock Split resulted in a proportionate adjustment to
the per share exercise price and the number of shares of Common
Stock issuable upon the exercise of outstanding stock options and
warrants, as well as the number of shares of Common Stock
eligible for issuance under the Companys Amended and Restated
2004 Stock Award and Incentive Plan.
The information set forth herein does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Certificate of Amendment that effectuated the Reverse Stock
Split, which is filed as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01. Other Events.
On December 28, 2016, the Company issued a press release
announcing the Reverse Stock Split. A copy of the press release
is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
3.1 |
Certificate of Amendment of Certificate of Incorporation |
|
99.1 |
Press release dated December 28, 2016 |
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 +6.92 at 7.50 with 5,274,339 shares trading hands.