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Interpace Diagnostics Group, Inc. (NASDAQ:IDXG) Files An 8-K Other Events

Interpace Diagnostics Group, Inc. (NASDAQ:IDXG) Files An 8-K Other Events

Item 8.01Other Events

As previously disclosed in a Current Report on Form 8-K filed on
January 20, 2017, Interpace Diagnostics Group, Inc. (the Company)
announced a registered direct public offering (the Registered
Direct Offering) of 855,000 shares of the Companys common stock,
par value $0.01 per share (the Common Stock), and a concurrent
private placement of warrants to purchase 855,000 shares of
Common Stock (the Private Placement). A copy of the legal opinion
of Pepper Hamilton LLP relating to the legality of the issuance
and sale of the shares of Common Stock in the Registered Direct
Offering is filed herewith as Exhibit 5.1.

The closing of the Registered Direct Offering and thePrivate
Placementis expected to take place on January 25, 2017, subject
to customary closing conditions.

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
and in other documents that the Company files from time to time
with the U.S. Securities and Exchange 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

5.1

Opinion of Pepper Hamilton LLP

23.1

Consent of Pepper Hamilton LLP (included in Exhibit 5.1)

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 -0.01 at 4.09 with 2,133,221 shares trading hands.

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