0000899243-19-025567.txt : 20191015
0000899243-19-025567.hdr.sgml : 20191015
20191015164017
ACCESSION NUMBER: 0000899243-19-025567
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191010
FILED AS OF DATE: 20191015
DATE AS OF CHANGE: 20191015
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lev Eric B.
CENTRAL INDEX KEY: 0001783417
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-24249
FILM NUMBER: 191151323
MAIL ADDRESS:
STREET 1: C/O INTERPACE DIAGNOSTICS GROUP, INC.
STREET 2: 300 INTERPACE PARKWAY
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-10-10
0
0001054102
Interpace Diagnostics Group, Inc.
IDXG
0001783417
Lev Eric B.
C/O INTERPACE DIAGNOSTICS GROUP, INC.
300 INTERPACE PARKWAY
PARSIPPANY
NJ
07054
1
0
0
0
Series A Convertible Preferred Stock
0.80
2019-10-10
4
A
0
80
0.00
A
Common Stock
17500000
140
I
See Footnotes
Series A-1 Convertible Preferred Stock
2019-10-10
4
D
0
80
0.00
D
Common Stock
0
I
See Footnotes
The Series A Convertible Preferred Stock (the "Series A") is convertible from time to time, at the option of the holder thereof, into a number of shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock"), equal to the issuance price per Series A share of $100,000 (the "Stated Value") divided by an initial conversion price (the "Conversion Price") of $0.80 per share and then multiplied by the number of shares of Series A to be converted. The Series A has no expiration date.
(Continued from footnote 1) 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. 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%.
On October 10, 2019, the stockholders of the Issuer approved, under applicable rules of the Nasdaq Stock Market LLC (the "Nasdaq Listing Rules"), among other things, issuances of Common Stock upon conversion of the Series A in excess of 19.99% of our Common Stock outstanding prior to such issuances (the "Stockholder Approval"). Pursuant to the terms of the Series A-1 Convertible Preferred Stock (the "Series A-1"), each share of Series A-1 automatically converted into one share of Series A on the date of 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. The Reporting Person is a limited partner of AMCLP.
Each of the Investor, AMCLP, AMCLLC and the Reporting Person 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.
The Stockholder Approval was obtained on October 10, 2019 and each share of Series A-1 automatically converted into one share of Series A on such date. Shares of Series A-1 were not convertible into shares of Common Stock. Shares of Series A-1 were only convertible into shares of Series A automatically upon receipt of the Stockholder Approval. The Series A-1 had no expiration date.
/s/ Eric B. Lev
2019-10-15