Interpace Diagnostics Group (NASDAQ:IDXG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive |
On January 3, 2017, Interpace Diagnostics Group, Inc. (the
Company) entered into a placement agency agreement (the 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 375,000 shares (the Shares) of the
Companys common stock, par value $0.01 per share (the Common
Stock), at a price of $6.75 per share and prefunded warrants to
purchase 255,000 shares of Common Stock (the Prefunded Warrants)
through the Placement Agent (the Registered Direct Offering).
Also on January 3, 2017, to effect the Registered Direct
Offering, the Company entered into a securities purchase
agreement (the Securities Purchase Agreement) with certain
institutional investors (the Purchasers) to which the Company
agreed to issue and sell the Shares and the Prefunded Warrants
directly to the Purchasers.
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 $3.7 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 and Prefunded Warrants 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 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 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 Placement Agreement, or to contribute
to payments that the Placement Agent may be required to make in
respect of those liabilities.
The Prefunded Warrants will have an exercise price of $0.01 per
share, which is subject to adjustment in the event of certain
stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting the
Common Stock and also upon any distributions of assets to the
Companys stockholders. Each Prefunded Warrant will be exercisable
upon issuance (the Initial Exercise Date) and willsurvive until
exercised in full. Subject to limited exceptions, a holder of
Prefunded Warrants will not have the right to exercise any
portion of its Prefunded Warrants if the holder, together with
its affiliates, would beneficially own in excess of 4.99% (or, at
the election of the holder, 9.99%) of the number of shares of
Common Stock outstanding immediately after giving effect to such
exercise (the Beneficial Ownership Limitation); provided,
however, that upon 61 days prior notice to the Company, the
holder may increase the Beneficial Ownership Limitation, provided
that in no event shall the Beneficial Ownership Limitation exceed
9.99%.
After the Initial Exercise Date, if and only if no effective
registration statement registering, or no current prospectus is
available for, the issuance of the shares of Common Stock
underlying the Prefunded Warrants, the Purchasers may exercise
the Prefunded Warrants by means of a cashless exercise.
The foregoing descriptions of the Placement Agreement, the
Securities Purchase Agreement and the Prefunded Warrants are
qualified in their entirety by reference to the full text of the
Placement Agreement, the Form of Securities Purchase Agreement
and the Form of Prefunded Warrant, which are attached to this
Current Report on Form 8-K as Exhibits 10.1, 10.2 and 4.1,
respectively, and 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.
This Current Report on Form 8-K contains forward-looking
statements. Forward-looking statements include, but are not
limited to, statements that express our intentions, beliefs,
expectations, strategies, predictions or any other statements
related to our future activities, or future events or conditions.
These statements are based on current expectations, estimates and
projections about our 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 our 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 we do 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.
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Item 7.01 |
Regulation FD Disclosure. |
On January 3, 2017, the Company issued a press release announcing
the Registered Direct Offering, as described above in Item 1.01
of this Current Report on Form 8-K. The full text of the press
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated into this Item 7.01 by reference.
This information is not deemed to be filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
and is not incorporated by reference into any Securities Act
registration statements.
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Item 9.01. |
Financial Statements and Exhibits |
(d)Exhibits
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Exhibit Number |
Description |
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4.1 |
Form of Prepaid Common Stock Purchase Warrant |
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10.1 |
Placement Agency Agreement dated January 3, 2017 |
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10.2 |
Form of Securities Purchase Agreement dated January 3, 2017 |
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99.1 |
Press Release dated January 3, 2017 |