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UNITED STATES

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): November 14, 2023

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 15, 2023, Edward Chan, a Class II director designated by 1315 Capital II, L.P. to the board of directors (the “Board”) of Interpace Biosciences, Inc. (the “Company”), provided notice to the Company of his resignation from the Board, effective immediately. Mr. Chan’s notice was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 14, 2023, the Company held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The following proposals were voted on and were approved by the Company’s stockholders at the 2023 Annual Meeting with the stockholders having voted as set forth below:

 

I. Election of two Class III directors to serve until the 2026 annual meeting or until each such director’s successor is duly elected and qualified.

 

Name   For   Withhold   Broker Non-Vote
Thomas W. Burnell   9,294,768   42,801   1,615,870
Joseph Keegan, Ph.D.   9,191,329   146,240   1,615,870

 

II. A non-binding advisory vote on a resolution approving the compensation of our named executive officers.

 

For   Against   Abstain   Broker Non-Vote
9,177,922   73,760   85,887   1,615,870

 

III. A non-binding advisory vote on the frequency of executive compensation advisory votes.

 

Every One Year   Every Two Years   Every Three Years   Abstain   Broker Non-Vote
202,362   10,069   9,089,392   35,746   1,615,870

 

IV. Ratification of the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

For   Against   Abstain   Broker Non-Vote
10,907,312   42,734   3,393   0

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Interpace Biosciences, Inc.
     
  By: /s/ Thomas W. Burnell
  Name: Thomas W. Burnell
  Title: President and Chief Executive Officer

 

Date: November 16, 2023