Item
1.01 Entry into a Material Definitive Agreement
On
September 20, 2019, Interpace Diagnostics Group, Inc. (the “Company”) entered into an Equity Distribution Agreement
(the “Agreement”) with Oppenheimer & Co. Inc., as sales agent (the “Agent”), pursuant
to which the Company may, from time to time, issue and sell shares of its common stock, par value $0.01 per share, in an aggregate
offering price of up to $4.8 million (the “Shares”) through the Agent.
The
offer and sales of the Shares made pursuant to the Agreement, if any, will be made under the Company’s effective “shelf”
registration statement on Form S-3 (File No. 333-227728) dated October 19, 2018, the base prospectus contained therein, and a
prospectus supplement related to the offering of the Shares dated September 20, 2019.
Under
the terms of the Agreement, the Agent may sell the Shares at market prices by any method that is deemed to be an “at the
market offering” as defined in Rule 415 under the Securities Act, as amended.
Subject
to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time
to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares, and may at any
time suspend sales under the Agreement or terminate the Agreement in accordance with its terms. The Company has provided the Agent
with customary indemnification rights, and the Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds
from the Shares sold. The Agreement contains customary representations and warranties, and the Company is required to deliver
customary closing documents and certificates in connection with sales of the Shares. The Company has agreed to reimburse the Agents
for out-of-pocket costs and expenses (including legal fees and disbursements) in an amount not to exceed $50,000 in the aggregate.
The
legal opinion of Pepper Hamilton LLP, counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of such
agreement, a copy of which was filed as Exhibit 10.1 hereto and incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall
there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such state.
Forward-Looking Statements
Statements in this report that are not
strictly historical in nature constitute “forward-looking statements.” Such statements include, but are not limited
to, the Company’s issuance of securities and the amount of proceeds from the offering. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from any results
expressed or implied by such forward-looking statements. Risk factors that may cause actual results to differ are discussed in
the Company’s SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2018, filed March 21,
2019, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed May 14, 2019, our Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2019, filed August 13, 2019, our Current Report on Form 8-K filed September
20, 2019 as well as other documents we file with the SEC from time-to-time. All forward-looking statements are qualified in their
entirety by this cautionary statement. The Company is providing this information as of the date of this report and does not undertake
any obligation to update any forward-looking statements contained in this report as a result of new information, future events
or otherwise.