IDXG Interpace Biosciences Inc

Item 1.01. Entry into a Material Definitive Agreement

On June 16, 2017, Interpace Diagnostics Group, Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with Maxim Group LLC as the representative of several underwriters (the “ Underwriters ” ) named therein with respect to the issuance and sale of an aggregate of (i) 9,900,000 shares (“ Firm Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), (ii) warrants to purchase 12,500,000 shares of Common Stock at an exercise price equal to $1.25 per share (the “ Base Warrants ”) and (iii) warrants to purchase 2,600,000 shares of Common Stock at an exercise price equal to $0.01 per share (the “ Pre-Funded Warrants ”) in an underwritten public offering (the “ Offering ”) pursuant to the Underwriting Agreement. Each Firm Share and accompanying Base Warrant was sold for a combined effective price of $1.10, and each Pre-Funded Warrant and accompanying Base Warrant was sold for a combined effective price of $1.09.

Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 45-day option to purchase up to an additional 1,875,000 Firm Shares and/or 1,875,000 Base Warrants to cover over-allotments, if any (the “ Over-Allotment ”).

Pursuant to the Underwriting Agreement, the Company agreed to issue to the Underwriters warrants (the “ Underwriter Warrant ”) to purchase a number of shares of common stock equal to an aggregate of 4% of the total number of shares of Common Stock and Pre-Funded Warrants sold in the Offering. The Underwriters are also entitled to receive an underwriting discount equal to 7.5% of the offer price of the aggregate number of Firm Shares and Pre-Funded Warrants sold in the Offering and Over-Allotment. The Company has also agreed to reimburse the Underwriters for reasonable out-of-pocket expenses related to the Offering, including, without limitation, the reasonable fees and expenses of counsel to the Underwriters, up to $100,000.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “ Securities Act ”), other obligations of the parties and termination provisions. The representations, warranties and agreements made by the parties in the Underwriting Agreement 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, and should not be deemed to be a representation, warranty or agreement to or in favor of any other party. In addition, the assertions embodied in any representations, warranties and agreements contained in the Underwriting Agreement may be subject to qualifications with respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations, warranties or agreements were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations, warranties and agreements should not be relied on as accurately representing the current state of the Company’s affairs at any time.

The Offering closed on June 21, 2017. The Offering was made pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-218140), filed with the U.S. Securities and Exchange Commission under the Securities Act, including Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto, which became effective on June 15, 2017, as well as the Registration Statement on Form S-1 (File No. 333-218780) pursuant to Rule 462(b) of the Securities Act, which became effective on June 16, 2017. Simultaneously with the closing, the Company sold additional Base Warrants to purchase up to 1,875,000 shares of Common Stock in connection with the partial exercise of the Underwriters’ Over-Allotment.

The net proceeds of the Offering are approximately $12.2 million, after deducting the underwriting discounts and commissions and offering expenses and assuming no exercise of the Base Warrants.

The Base Warrants were issued pursuant to a Warrant Agency Agreement, dated as of June 21, 2017 (the “ Warrant Agreement ”), between the Company and American Stock Transfer & Trust Company, LLC (“ AST ”), pursuant to which AST serves as the Company’s warrant agent for the Offering.

The foregoing summaries of the Offering and the terms of the Underwriting Agreement, the Warrant Agreement, the form of Underwriter Warrant, the form of Pre-Funded Warrant and the form of Base Warrant are subject to, and qualified in their entirety by such documents attached herewith as Exhibits 1.1, 1.2, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.