Registration of Additional Securities (up to 20%) (s-1mef)
16 June 2017 - 9:20PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 16, 2017
Registration
No. 333-
UNITED
STATES
securities
and exchange commission
Washington,
D.C. 20549
form
s-1
Registration
Statement Under The Securities Act of 1933
Interpace
Diagnostics Group, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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3841
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22-2919486
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(State
or other jurisdiction
of
incorporation or organization)
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(Primary Standard
Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification
No.)
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Morris
Corporate Center 1, Building A
300
Interpace Parkway, Parsippany, NJ 07054
(844)
405-9655
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Jack
Stover
President
and Chief Executive Officer
Interpace
Diagnostics Group, Inc.
Morris
Corporate Center 1, Building A
300
Interpace Parkway, Parsippany, NJ 07054
(844)
405-9655
(Name,
address, including zip code, and telephone
number, including area code, of agent for service)
COPIES
TO:
Merrill
M. Kraines, Esq.
Pepper
Hamilton LLP
The
New York Times Building
37
th
Floor 620 Eighth Avenue
New
York, NY 10018-1405
(212)
808-2711
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Barry
I. Grossman, Esq.
Benjamin
S. Reichel, Esq.
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, NY 10105
(212)
370-1300
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Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after this Registration Statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933,
please check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering [X] 333-218140
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering
[ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated filer
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[ ] (Do
not check if a smaller reporting company)
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Smaller reporting
company
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[X]
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Emerging Growth Company
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[ ]
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If
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 in Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered(1)
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Proposed
Maximum
Aggregate Offering
Price(2)(3)
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Amount
of
Registration Fee
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Common stock, $0.01 par value
per share
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$
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862,500
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(4)
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$
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99.96
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Pre-funded warrants to purchase shares of common
stock and common stock issuable upon exercise thereof
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$
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862,500
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(4)
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$
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99.96
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Common warrants
to purchase shares of common stock
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$
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(5)(7)
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$
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Shares of common
stock issuable upon exercise of the common warrants
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$
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1,035,000
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(8)
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$
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119.96
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Total
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$
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2,760,000
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$
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319.88
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(6)
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(1)
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Represents
only the additional number of shares of common stock, shares of common stock issuable upon exercise of the common warrants,
and pre-funded warrants being registered and includes shares of common stock issuable upon exercise of the underwriters’
option to purchase additional shares of common stock and/or common warrants. Does not include the securities that the
Registrant previously registered on the Registration Statement on Form S-1, as amended (Reg. No. 333-218140). Pursuant
to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be
issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely
for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act.
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(3)
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Includes
the offering price of additional securities that the underwriters have the option to purchase to cover our allotments, if
any.
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(4)
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The
proposed maximum offering price of the common stock registered pursuant to this registration statement will
be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants offered and sold in the offering,
and as such the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common
stock issuable upon exercise of the pre-funded warrants), if any, will remain at $862,500.
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(5)
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The common warrants
to be issued to investors hereunder are included in the price of the common stock and/or pre-funded warrants, as applicable,
above.
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(6)
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The
Registrant previously registered an aggregate of $47,840,000 worth of its common stock, common warrants and pre-funded warrants
on a Registration Statement on Form S-1, as amended (Reg. No. 333-218140) for which filing fees of $5,544.67 were paid.
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(7)
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No fee pursuant
to Rule 457(g) under the Securities Act.
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(8)
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We
assumed the common warrants were exercisable at a per share exercise price equal to 120% of the public offering price. The
proposed maximum aggregate public offering price of the warrants being registered pursuant to this registration statement
was calculated to be $1,035,000, which is equal to 120% of $862,500.
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The
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
registration statement is being filed with respect to the registration of additional shares of common stock, pre-funded warrants
and common warrants of Interpace Diagnostics Group, Inc., a Delaware corporation, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (333-218140), initially filed by Interpace
Diagnostics Group, Inc. with the Securities and Exchange Commission (the “Commission”) on May 22, 2017, as amended
by Pre-Effective Amendment No. 1, as filed with the Commission on June 7, 2017, Pre-Effective Amendment No. 2, as filed with the
Commission on June 13, 2017 and Pre- Effective Amendment No. 3, as filed with the Commission on June 13, 2017, including all exhibits
thereto, are incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the City of Parsippany, State of New Jersey, on June
16, 2017.
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INTERPACE DIAGNOSTICS GROUP, INC.
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By:
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/s/
Jack E. Stover
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Jack E. Stover
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President and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following
persons in the capacities and as of the dates indicated.
Signature
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Title
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Date
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/s/
Jack E. Stover
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President,
Chief Executive Officer,
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June
16, 2017
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Jack E. Stover
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and Director
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(Principal Executive
Officer)
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/s/
James E. Early
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Chief Financial Officer
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June 16, 2017
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James E. Early
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(Principal Financial
Officer and Principal
Accounting Officer)
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/s/
Jack E. Stover *
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Director
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June 16, 2017
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Joseph Keegan, PhD
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/s/
Jack E. Stover *
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Director
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June 16, 2017
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Stephen J. Sullivan
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*
Pursuant to power of attorney
EXHIBIT
INDEX
Exhibit
Number
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Description
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5.1
*
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Opinion of Pepper
Hamilton LLP with respect to the legality of the securities being registered
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23.1*
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Consent of BDO USA
LLP, Independent Registered Public Accounting Firm.
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23.2*
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Consent of Pepper
Hamilton LLP (included in Exhibit 5.1).
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24.1**
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Power of Attorney
(included as part of the signature page of the registration statement on Form S-1 (333-218140), initially filed by Interpace
Diagnostics Group, Inc. with the Securities and Exchange Commission on May 22, 2017).
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*
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Filed herewith.
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**
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Previously filed.
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