|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
Warrant
Exercise Agreement
On
October 12, 2017, Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), entered into warrant
exercise agreements (each a “Warrant Exercise Agreement”) with certain holders (collectively, the “Warrant Holders”
and each, a “Warrant Holder”) of the Company’s warrants (the “Warrants”) issued in June 2017. Pursuant
to the Warrant Exercise Agreement, the Warrant Holders agreed to exercise Warrants for an aggregate of 4,000,000
shares of common stock, par value $0.01 per share (“Common Stock”) at the Warrant exercise price of $1.25 per share.
The Warrants were issued pursuant to that certain warrant agency agreement, dated as of June 21, 2017 (the “Warrant Agency
Agreement”), by and between the Company and American Stock Transfer & Trust Company, as warrant agent (the “Warrant
Agent”). In connection with the exercises, the Company agreed to issue additional warrants to the Warrant Holders for the
number of shares of Common Stock that is equal to eighty percent of the number of shares exercised by such Warrant Holder (the
“Additional Warrant Shares”), at an exercise price of $1.80 per share. See “Additional Warrants” below.
The
Warrant Holders agreed to exercise 4,000,000 shares of Common Stock underlying the Warrants (the “Exercised
Shares”) for aggregate gross proceeds of $5,000,000 from the exercise of the Warrants, which will be used for general
working capital purposes. The Warrants and Exercised Shares were registered 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.
The Warrant Holders
agreed that from October 12, 2017 and ending on and including October 19, 2017 (such period, the “Restricted Period”),
neither the Warrant Holders nor certain of their affiliates would collectively, sell, dispose of or otherwise transfer, directly
or indirectly, on any day on which the Nasdaq Capital Market is open for trading (a “Trading Day”) during the Restricted
Period (any such date, a “Date of Determination”), shares of the Company’s Common Stock in an amount more than
five percent (5%) of the trading volume of Common Stock as reported by Bloomberg, LP for the applicable Date of Determination.
To the extent that
a Warrant Holder’s exercise of Warrants would result in such Warrant Holder exceeding the Beneficial Ownership Limitation
(as defined in the Warrants), such excess Warrant Shares shall be held in abeyance for the benefit of such Warrant Holder until
such time as its right thereto would not result in the Warrant Holder exceeding the Beneficial Ownership Limitation
.
The Company agreed
that for 20 days starting from October 12, 2017, the Company shall not enter into any agreement to (i) amend, exchange or otherwise
provide any incentives to exercise any of the Warrants, (ii) issue or announce the issuance or proposed issuance of any shares
of Common Stock or securities convertible or exchangeable into Common Stock, or (iii) file any registration statement with respect
thereto, except with respect to Warrants that are subject to agreements that are entered into on October 12, 2017 and are substantially
identical with the terms hereof.
The
Company agreed that from October 12, 2017 until April 12, 2018 it will not enter into a warrant exercise agreement with more favorable
terms with any other holder of the Warrants without amending the Additional Warrants to include such more favorable terms.
The
foregoing description of the Warrant Exercise Agreement is qualified in its entirety by reference to the full text of the Warrant
Exercise Agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additional
Warrants
In connection with
the exercise of the Warrants, the Company will issue an additional warrant to each Warrant Holder for the number of shares of
Common Stock equal to eighty percent of the number of exercised shares purchased by such Warrant Holder (the “Warrant Shares”),
at an exercise price of $1.80 per share (each, an “Additional Warrant”, and collectively, the “Additional Warrants).
The Additional Warrants are identical to the Warrants, except that the exercise price of the Additional Warrant is $1.80, such
warrant is not exercisable for six months after issuance and such warrant expires four years from the initial exercise date.
The
foregoing description of the Additional Warrant is qualified in its entirety by reference to the full text of the Additional Warrant
which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.