Interpace Diagnostics Group, Inc. (Nasdaq:IDXG) (“Interpace” or
“the Company”), a fully integrated commercial company that provides
clinically useful molecular diagnostic tests and pathology services
for improved patient diagnosis and management, today announced the
pricing of an underwritten public offering of 12,500,000 shares of
its common stock (or pre-funded warrants to purchase common stock
in lieu thereof), and common warrants to purchase up to an
aggregate of 12,500,000 shares of common stock. Each share of
common stock and, as applicable, each pre-funded warrant is being
sold together with a common warrant to purchase one share of common
stock at a combined effective price to the public of $1.10. For
each pre-funded warrant Interpace sells, the number of shares of
common stock Interpace is offering will be decreased on a
one-for-one basis.
The common warrants will be immediately
exercisable at a price of $1.25 per share of common stock and will
expire five years from the date of issuance. The shares of common
stock or the pre-funded warrants, and the accompanying common
warrants, can only be purchased together in the offering but will
be issued separately and will be immediately separable upon
issuance. The offering is expected to close on or about Wednesday,
June 21, 2017, subject to customary closing conditions.
Maxim Group LLC is acting as the sole
book-running manager for the offering. WestPark Capital, Inc. is
acting as co-manager.
Interpace also has granted to the underwriter a
45-day option to purchase up to an additional 1,875,000 shares of
common stock and/or common warrants to purchase up to 1,875,000
shares of common stock of Interpace, at the public offering price
less discounts and commissions.
The net proceeds to Interpace from this offering
are expected to be approximately $12.7 million, after deducting
underwriting discounts and commissions and before deducting other
offering expenses payable by Interpace, and excluding any proceeds
that may be received upon exercise of the warrants. Interpace
anticipates using the net proceeds from the offering for working
capital, trade payables, payment of legacy contract sales
organization (“CSO”) obligations that were not assumed by the
purchaser of substantially all of the Company’s CSO business, and
general corporate purposes.
Registration Statements relating to the
securities were declared effective by the U.S. Securities and
Exchange Commission (the “SEC”) on June 15, 2017 and June 16, 2017.
The offering was made by means of a preliminary prospectus that was
included in the registration statements, and a final prospectus is
expected to be filed on or about June 16, 2017. Copies of the final
prospectus relating to this offering will be available on the SEC’s
website, www.sec.gov, and may be obtained from Maxim Group LLC, 405
Lexington Avenue, New York, New York 10174, Attn: Prospectus
Department, or by telephone at (800) 724-0761.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities, in any state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
About Interpace Diagnostics Group,
Inc.
Interpace is a fully integrated commercial
company that provides clinically useful molecular diagnostic tests
and pathology services for evaluating risk of cancer by leveraging
the latest technology in personalized medicine for improved patient
diagnosis and management. The Company currently has three
commercialized molecular tests; PancraGen for the diagnosis and
prognosis of pancreatic cancer from pancreatic cysts; ThyGenX, for
the diagnosis of thyroid cancer from thyroid nodules utilizing a
next generation sequencing assay and ThyraMIR, for the diagnosis of
thyroid cancer from thyroid nodules utilizing a proprietary gene
expression assay. Interpace’s mission is to provide personalized
medicine through molecular diagnostics and innovation to advance
patient care based on rigorous science.
Forward-Looking Statements:
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act of 1995, relating to the Company's
future financial and operating performance. The Company has
attempted to identify forward looking statements by terminology
including "believes," "estimates," "anticipates," "expects,"
"plans," "projects," "intends," "potential," "may," "could,"
"might," "will," "should," "approximately" or other words that
convey uncertainty of future events or outcomes to identify these
forward-looking statements. These statements are based on current
expectations, assumptions and uncertainties involving judgments
about, among other things, future economic, competitive and market
conditions and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are
beyond the Company's control. These statements also involve known
and unknown risks, uncertainties and other factors that may cause
the Company's actual results to be materially different from those
expressed or implied by any forward-looking statement. Known and
unknown risks, uncertainties and other factors include, but are not
limited to, the Company's ability to adequately finance the
business, its ability to restructure its liabilities and other
obligations, the market's acceptance of its molecular diagnostic
tests, its ability to retain or secure reimbursement, its ability
to secure additional business and generate higher profit margins
through sales of its molecular diagnostic tests, in-licensing or
other means, projections of future revenues, growth, gross profit
and anticipated internal rate of return on investments and our
ability to maintain its NASDAQ listing. Additionally, all
forward-looking statements are subject to the risk factors detailed
from time to time in the Company's filings with the SEC, including
without limitation, the Annual Report on Form 10-K filed with the
SEC on March 31, 2017 and the amendment on Form 10-K/A filed on
April 28, 2017, the company’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2017 filed with the SEC on May 12, 2017,
and the company’s Registration Statement on Form S-1 (333-218140)
initially filed with the SEC on May 22, 2017 . Because of these and
other risks, uncertainties and assumptions, undue reliance should
not be placed on these forward-looking statements. In addition,
these statements speak only as of the date of this press release
and, except as may be required by law, the Company undertakes no
obligation to revise or update publicly any forward-looking
statements for any reason.
CONTACTS:
Interpace Diagnostics
Investor Relations:
Paul Kuntz – RedChip
paul@redchip.com
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