0000899243-20-001367.txt : 20200117 0000899243-20-001367.hdr.sgml : 20200117 20200117161548 ACCESSION NUMBER: 0000899243-20-001367 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200115 FILED AS OF DATE: 20200117 DATE AS OF CHANGE: 20200117 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24249 FILM NUMBER: 20533749 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 BIOSCIENCES, 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: Interpace Diagnostics Group, Inc. DATE OF NAME CHANGE: 20151223 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 2020-01-15 0 0001054102 INTERPACE BIOSCIENCES, INC. IDXG 0001734267 Ampersand 2018 Limited Partnership C/O INTERPACE BIOSCIENCES, INC. 300 INTERPACE PARKWAY PARSIPPANY NJ 07054 0 0 1 0 Series A Convertible Preferred Stock 8.00 2020-01-15 4 D 0 270 A Common Stock 3375000 0 I See Footnotes Series B Convertible Preferred Stock 6.00 2020-01-15 4 A 0 27000 A Common Stock 4500000 27000 I See Footnotes Series B Convertible Preferred Stock 6.00 2020-01-15 4 A 0 1000 1000.00 A Common Stock 166666 28000 I See Footnotes The Series A Convertible Preferred Stock, par value $0.01 per share, of the Issuer (the "Series A") was 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 initial stated value per Series A share of $100,000 divided by a conversion price, as adjusted to reflect the Issuer's recent one-for-ten (1:10) reverse stock split (the "Reverse Stock Split"), of $8.00 per share (the "Series A Conversion Price") and then multiplied by the number of shares of Series A to be converted. The Series A had no expiration date. (Continued from footnote 1) The Series A Conversion Price was subject to a downward adjustment if a 2020 revenue target of $34,000,000 related to the Issuer's historical business was not satisfied, subject to a Series A Conversion Price floor of $5.90 (as adjusted to reflect the Reverse Stock Split). The downward adjustment in Series A Conversion Price was $0.30 per $1,000,000 of revenue shortfall but limited to no more than $2.10. On January 15, 2020, the Issuer exchanged all 270 existing shares of Series A held by Ampersand 2018 Limited Partnership (the "Investor") for 27,000 newly created shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the Issuer (the "Series B") and issued an additional 1,000 shares of Series B to the Investor for an aggregate gross purchase price of $1,000,000. These securities are held of record by 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. The Series B is convertible from time to time, at the option of the holder thereof, into a number of shares of Common Stock equal to the initial stated value per Series B share of $1,000 divided by an initial conversion price of $6.00 per share and then multiplied by the number of shares of Series B to be converted. The Series B has no expiration date. /s/ Dana L. Niles, Chief Operating Officer of AMCLLC 2020-01-17