UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| [ ] | Preliminary Proxy Statement | |
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) | |
| [ ] | Definitive Proxy Statement | |
| [X] | Definitive Additional Materials | |
| [ ] | Soliciting Material Pursuant to § 240.14a-12 |
INTERPACE DIAGNOSTICS GROUP, INC.
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
Name of Person(s) Filing Proxy Statement, if other than the registrant)
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Supplement to Proxy Statement
For the 2017 Annual Meeting of Stockholders
to be held on SEPTEMBER 14, 2017
This supplement is dated August 31, 2017 and is first being made available to stockholders of the Company on or about August 31, 2017.
These supplemental disclosures to the definitive proxy statement on Schedule 14A filed by Interpace Diagnostics Group, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on August 14, 2017 (the “Proxy Statement”) are being made to update certain information applicable to the listing of our common stock on the NASDAQ Capital Market and to update certain information regarding the solicitation of proxies being made on behalf of the Board of Directors of the Company.
The following information was disclosed in a Current Report on Form 8-K under Item 8.01 filed with the Securities and Exchange Commission by Interpace Diagnostics Group, Inc. on August 31, 2017:
On August 30, 2017, Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), received written notice (the “Letter”) from the Listing Qualifications department (the “Staff”) of The NASDAQ Capital Market (“Nasdaq”) notifying the Company that the Staff has determined that for 10 consecutive business days the closing bid price of the Company’s common stock has been at $1.00 per share or greater and that accordingly, the Company has regained compliance with Listing Rule 5550(a)(2). The Letter also stated that the matter related to Listing Rule 5550(a)(2), previously disclosed by the Company in its Current Report on Form 8-K filed July 31, 2017, has been closed.
The following disclosure supplements and amends in its entirety the subsection captioned “Who is solicating proxies, how are they being solicited, and who pays the cost?” beginning on page 5 of the Proxy Statement within the section captioned “General Information About the Annual Meeting and Voting.”
Who is soliciting proxies, how are they being solicited, and who pays the cost?
The solicitation of proxies is being made on behalf of our Board and we will pay the expenses of the preparation of proxy materials and the solicitation of proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, solicitation may be made by certain of our directors, officers or employees who will not receive additional compensation for those services, telephonically, electronically or by other means of communication. We have also retained Kingsdale Shareholder Services US LLC (“Kingsdale”) for a fee not to exceed $10,000, plus additional fees relating to telephone and electronic solicitation and reimbursement of certain expenses, to assist in the solicitation of proxies. In addition, we have agreed to indemnify Kingsdale against certain liabilities arising out of or in connection with the engagement. We will reimburse brokers and other nominees for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable rules.
SUPPLEMENTAL DISCLOSURES
These supplemental disclosures contain important additional information and should be read in conjunction with the Proxy Statement, which should be read in its entirety. The information provided in the Proxy Statement continues to apply, except as described in these supplemental disclosures. Please read this supplement and the Proxy Statement (including its annexes) carefully. To the extent information in these supplemental disclosures differs from, updates or conflicts with information contained in the Proxy Statement, the information in these supplemental disclosures is the more current information.
References to sections and subsections herein are references to the corresponding sections and subsections in the Proxy Statement and references to page numbers herein are references to page numbers in the Proxy Statement. Except as otherwise specifically noted in this supplement, “we,” “our,” “us” and similar words in this supplement refer to Interpace Diagnostics Group, Inc. In addition, we refer to Interpace Diagnostics Group, Inc. as the “Company.” Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including the Proxy Statement and this supplement, through the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330.