0000899243-19-020367.txt : 20190725
0000899243-19-020367.hdr.sgml : 20190725
20190725160543
ACCESSION NUMBER: 0000899243-19-020367
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190715
FILED AS OF DATE: 20190725
DATE AS OF CHANGE: 20190725
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ampersand 2018 Limited Partnership
CENTRAL INDEX KEY: 0001734267
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-24249
FILM NUMBER: 19974477
BUSINESS ADDRESS:
STREET 1: 55 WILLIAM STREET
STREET 2: SUITE 240
CITY: WELLESLEY
STATE: MA
ZIP: 02481
BUSINESS PHONE: 781-239-0700
MAIL ADDRESS:
STREET 1: 55 WILLIAM STREET
STREET 2: SUITE 240
CITY: WELLESLEY
STATE: MA
ZIP: 02481
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Interpace Diagnostics Group, Inc.
CENTRAL INDEX KEY: 0001054102
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 222919486
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: MORRIS CORPORATE CENTER 1,
STREET 2: BUILDING C, 300 INTERPACE PARKWAY
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
BUSINESS PHONE: 412-224-6100
MAIL ADDRESS:
STREET 1: MORRIS CORPORATE CENTER 1,
STREET 2: BUILDING C, 300 INTERPACE PARKWAY
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
FORMER COMPANY:
FORMER CONFORMED NAME: PDI INC
DATE OF NAME CHANGE: 20021113
FORMER COMPANY:
FORMER CONFORMED NAME: PROFESSIONAL DETAILING INC
DATE OF NAME CHANGE: 19980129
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2019-07-15
0
0001054102
Interpace Diagnostics Group, Inc.
IDXG
0001734267
Ampersand 2018 Limited Partnership
C/O INTERPACE DIAGNOSTICS GROUP, INC.
300 INTERPACE PARKWAY
PARSIPPANY
NJ
07054
0
0
1
0
Series A Convertible Preferred Stock
0.80
Common Stock
7500000
I
See Footnotes
Series A-1 Convertible Preferred Stock
Common Stock
I
See Footnotes
From and after July 15, 2019 (the "Issuance Date") until the earlier to occur of: (a) the day after the next annual or special meeting of the stockholders within six months of the Issuance Date and (b) six months following the Issuance Date (such date, the "Voting Date"), the Series A Convertible Preferred Stock (the "Series A") is not convertible into shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock"). From and after the Voting Date, the Series A issued on the Issuance Date will be convertible into 7,500,000 shares of Common Stock based on an initial conversion price (the "Conversion Price") of $0.80 per share. The Series A has no expiration date. The Conversion Price of the Series A is subject to a downward adjustment if a 2020 revenue target of $34,000,000 related to the Issuer's historical business is not satisfied, subject to a Conversion Price floor of $0.59.
(Continued from footnote 1) The downward adjustment in Conversion Price is $0.03 per $1,000,000 of revenue shortfall but limited to no more than $0.21 or a potential adjustment of the initial conversion price of up to 26%. Each share of Series A will be convertible, from and after the Voting Date, whether or not such vote is positive, and from time to time, at the option of the holder thereof, into a number of shares of Common Stock equal to the issuance price per Series A share of $100,000 (the "Stated Value") divided by the then current Conversion Price and then multiplied by the number of shares of Series A to be converted.
(Continued from footnote 2) The Issuer will not issue any shares of Common Stock upon conversion of the Series A if the issuance would exceed the aggregate number of shares of Common Stock that the Issuer may issue without breaching its obligations under the rules of the Nasdaq Stock Market LLC (the "Nasdaq Listing Rules"), unless the Issuer obtains the approval by the stockholders of the Issuer, pursuant to the Nasdaq Listing Rules, of the issuance of Common Stock upon conversion of the Series A and the Series A-1 in excess of the aggregate number of shares of Common Stock that the Issuer may issue upon conversion of the Preferred Stock without breaching its obligations under the Nasdaq Listing Rules (the "Stockholder Approval").
These securities are held of record by Ampersand 2018 Limited Partnership (the "Investor"). AMP-18 Management Company Limited Partnership ("AMCLP") is the general partner of the Investor, and AMP-18 MC LLC ("AMCLLC") is the general partner of AMCLP. By virtue of such relationships, AMCLP and AMCLLC may be deemed to have voting and investment power with respect to the securities held by the Investor noted above and as a result may be deemed to have beneficial ownership over such securities.
Each of the Investor, AMCLP and AMCLLC disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
As of the date of this report, the Investor holds 80 shares of Series A-1 Convertible Preferred Stock (the "Series A-1"). If the Issuer obtains the Stockholder Approval at any time prior to January 15, 2021, each share of Series A-1 will automatically be converted into one share of Series A on such date. Shares of Series A-1 are not convertible into shares of Common Stock. Shares of Series A-1 are only convertible into shares of Series A automatically upon receipt of the Stockholder Approval. The Series A-1 has no expiration date.
/s/ Dana L. Niles, Chief Operating Officer of AMCLLC
2019-07-25