AND EXCHANGE COMMISSION
to Section 13 or 15(
Exchange Act of 1934
of Report (Date of earliest event reported): January 25, 2019
Diagnostics Group, Inc.
name of registrant as specified in its charter)
or other jurisdiction of
Corporate Center 1, Building C
including zip code, of Principal Executive Offices)
telephone number, including area code)
name or former address, if changed since last report)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
1.01. Entry into a Material Definitive Agreement
January 25, 2019, Interpace Diagnostics Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) with respect to the issuance and sale of an aggregate
of 9,333,334 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), in an underwritten public offering. Pursuant to the Underwriting Agreement, the Company also granted Wainwright
an option, exercisable for 30 days, to purchase an additional 1,400,000 shares (the “Option Shares,” and together
with the Firm Shares, the “Shares”) of Common Stock. The Firm Shares are being offered, and if Wainwright exercises
its option to purchase additional shares, the Option Shares will be offered, to the public at a price of $0.75 per Share. Wainwright
has agreed to purchase the Firm Shares and the Option Shares, if any, from the Company pursuant to the Underwriting Agreement
at a price of $0.6975 per share.
to the Underwriting Agreement, the Company agreed to underwriting discounts and commissions equal to 7% and a management fee payable
to Wainwright equal to 1% of the gross proceeds of the offering. The Company has also agreed to reimburse Wainwright $50,000
for non-accountable expenses, $10,000 for the clearing expenses in connection with this offering and up to $100,000 for other
actual expenses of Wainwright as the underwriter, including its legal fees.
addition, the Company has agreed to issue to Wainwright, or as designated by Wainwright, warrants (the “Underwriter Warrants”)
to purchase up to 654,334 shares of Common Stock, or up to 751,334 shares of Common Stock if the underwriter exercises its option
to purchase Option Shares in full (representing 7% of the aggregate number of Firm Shares or Shares, as applicable), at
an exercise price of $0.9375 per share (representing 125% of the public offering price). The Underwriter Warrants will be exercisable
immediately and expire three years from the date of issuance. The number of shares issuable upon exercise of the Underwriter Warrants
and the exercise price of the Underwriter Warrants are adjustable in the event of stock splits, stock dividends, combinations
of shares and similar recapitalization transactions. The issuance of the Underwriter Warrants and the shares of Common Stock issuable
upon exercise of the Underwriter Warrants (collectively, the “Underwriter Securities”) will not be registered under
the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Underwriter Warrants
will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation
D promulgated thereunder.
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and Wainwright, including for liabilities under the Securities Act of 1933, as amended,
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 Underwriting Agreement, subject to certain exceptions, the Company agreed not to offer, sell or otherwise dispose of any of
its Common Stock, or any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable
for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or
convertible into, Common Stock or publicly announce the intention to do any of the foregoing, for 30 days following January 25,
Company expects to receive aggregate net proceeds, after deducting underwriter discounts and commissions and other estimated expenses
related to the offering, in the amount of approximately $6.1 million, or approximately $7.0 million if Wainwright exercises in
full its option to purchase the Option Shares. The Company intends to use the net proceeds from the offering for working
capital, capital expenditures, business development and research and development expenditures, and acquisition of new technologies
closing of the offering is expected to take place on January 29, 2019, subject to customary closing conditions.
Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-227728)
initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 5, 2018 and declared
effective on October 19, 2018. A prospectus supplement relating to the offering was filed with the Commission on January 28, 2019.
foregoing description of the Underwriting Agreement and the Underwriter Warrants are qualified in their entirety by reference
to the full text of the Underwriting Agreement and the form of Underwriter Warrant, which are filed as Exhibits 1.1 and 4.1, respectively,
to this Current Report on Form 8-K and incorporated herein by reference in their entirety.
copy of the legal opinion and consent of Pepper Hamilton LLP relating to the legality of the issuance and sale of the Shares is
filed as Exhibit 5.1 to this Current Report on Form 8-K.
3.02. Unregistered Sales of Equity Securities
information regarding the issuance of the Underwriter Securities set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
8.01 Other Events
Company’s press releases, dated January 24, 2019 and January 25, 2019, announcing the offering and pricing of the offering,
respectively, are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include, but are not limited to, statements
that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to
the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates
and projections about the Company’s 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 Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2017, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, the Company’s Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2018, the prospectus supplement relating to the offering that was filed with the
Commission on January 28, 2019 and in other documents that the Company files from time to time with the 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.
9.01. Financial Statements and Exhibits
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Diagnostics Group, Inc.
January 29, 2019
Jack E. Stover
and Chief Executive Officer