INTERPACE BIOSCIENCES, INC. Files 8-K: Material Agreements & Equity Changes

TL;DR

INTERPACE BIOSCIENCES, INC. signed a material agreement, sold equity, and changed bylaws on Oct 10.

AI Summary

On October 10, 2024, INTERPACE BIOSCIENCES, INC. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, there were amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This filing indicates significant corporate actions, including new agreements and changes to equity structure, which could impact the company's financial standing and shareholder rights.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• INTERPACE BIOSCIENCES, INC. (company) — Filer
• October 10, 2024 (date) — Earliest event reported
• 0001054102 (company_id) — Central Index Key

FAQ

Key Financial Figures

• $0.01 — eferred stock of the Company, par value $0.01 per share (the " Series B Preferred Sto
• $1,000 — k "), at an issuance price per share of $1,000 (the " Stated Value "). In the Exchange
• $2.02 — ommon Stock ") at a conversion price of $2.02 per share of Common Stock (subject to f
• $6.00 — eferred Stock had a conversion price of $6.00 per share of Common Stock and included

Filing Documents

• form8-k.htm (8-K) — 72KB
• ex3-1.htm (EX-3.1) — 77KB
• ex10-1.htm (EX-10.1) — 148KB
• ex10-2.htm (EX-10.2) — 229KB
• ex10-3.htm (EX-10.3) — 24KB
• ex99-1.htm (EX-99.1) — 15KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• 0001493152-24-041144.txt ( ) — 840KB
• idxg-20241010.xsd (EX-101.SCH) — 3KB
• idxg-20241010_lab.xml (EX-101.LAB) — 34KB
• idxg-20241010_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2024 INTERPACE BIOSCIENCES, INC . (Exact name of Registrant as specified in its charter) delaware 0-24249 22-2919486 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) Waterview Plaza , Suite 310 2001 Route 46 , Parsippany , NJ 07054 (Address, including zip code, of Principal Executive Offices) (855) 776-6419 Registrant's telephone number, including area code Not Applicable (Former name or former address, if changed since last report) Check 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A Indicate 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 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 pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. Exchange Agreement On October 10th, 2024, Interpace Biosciences, Inc. (the " Company "), Ampersand 2018 Limited Partnership ("Ampersand") and 1315 Capital II, L.P. (" 1315 Capital and, together with Ampersand, the " Investors ") entered into an Exchange Agreement (the " Exchange Agreement ") pursuant to which the Company exchanged (the " Exchange ") an aggregate of 47,000 shares of the Company's existing Series B convertible preferred stock of the Company, par value $0.01 per share (the " Series B Preferred Stock "), comprised of 28,000 shares of Series B Preferred Stock held by Ampersand and 19,000 shares of Series B Preferred Stock held by 1315 Capital, which represented all of the Company's issued and outstanding Series B Preferred Stock, for 47,000 newly created shares of Series C Preferred Stock, par value $0.01 per share (the " Series C Preferred Stock "), at an issuance price per share of $1,000 (the " Stated Value "). In the Exchange, Ampersand received 28,000 shares of Series C Preferred Stock and 1315 received 19,000 shares of Series C Preferred Stock. The Company believes that the newly issued Series C Preferred Stock should constitute stockholders' equity under generally accepted accounting principles. The Series C Preferred Stock is convertible into the Company's common stock, par value $0.01 per share (the " Common Stock ") at a conversion price of $2.02 per share of Common Stock (subject to further adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization affecting such shares) (the " Series C Conversion Price ") which was the closing price of the Common Stock on the date of the Exchange Agreement. The Series C Preferred Stock does not have a liquidation preference over the Common Stock in the event of a sale or dissolution of the Company, does not have director designation rights and includes limited customary protective provisions. The Series B Preferred Stock had a conversion price of $6.00 per share of Common Stock and included additional protective provisions not applicable to the Series C Preferred Stock, including (i) limitations on the Board of Directors of the Company (the " Board ") to declare dividends, (ii) director designation rights for each of the Investors, (iii) liquidation rights of holders upon "deemed liquidation" events, including a liquidation preference over the Common Stock, (iv) limitations on the ability to authorize, issue or create debt securities, (v) limitations on the ability to enter into mergers or acquisitions and (vi) limitations on the ability to conduct public offerings of the Company's Common Stock. The closing of the transactions contemplated by the Exchange Agreement occurred on October 11, 2024 following the satisfaction of customary conditions set forth in the Exchange Agreement and did not result in the receipt of any cash proceeds by the Company. Certificate of

View Full Filing

View this 8-K filing on SEC EDGAR