0000899243-20-001370.txt : 20200117
0000899243-20-001370.hdr.sgml : 20200117
20200117162042
ACCESSION NUMBER: 0000899243-20-001370
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: Lev Eric B.
CENTRAL INDEX KEY: 0001783417
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-24249
FILM NUMBER: 20533816
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 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
0001783417
Lev Eric B.
C/O INTERPACE BIOSCIENCES, INC.
300 INTERPACE PARKWAY
PARSIPPANY
NJ
07054
1
0
0
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 million.
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. 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 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/ Eric B. Lev
2020-01-17