Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase and Exchange Agreement
On
In addition, at the Closing, the Company agreed to exchange
The Closing of the Investment and of the Exchange will be effected following the
satisfaction of customary conditions, including, among others, effectiveness of
a reverse stock split of the Company's common stock, par value
The Series B Preferred Stock is offered and will be sold pursuant to an
exemption from registration under Section 4(a)(2) of the Securities Act of 1933,
as amended (the "Securities Act") and Rule 506 of Regulation D promulgated
thereunder. The shares to be issued upon conversion of the Series B Preferred
Stock have not been registered under the Securities Act and may not be offered
or sold in
The Securities Purchase and Exchange Agreement includes as exhibits forms of the following documents, the effectiveness of which are conditions precedent to the Closing.
Certificate of Designation
Concurrently with the Closing, the Company expects to file a Certificate of
Designation of Preferences, Rights and Limitations of Series B Convertible
Preferred Stock substantially in the form attached as Exhibit B to the
Securities Purchase and Exchange Agreement filed herewith (the "Certificate of
Designation") with the Secretary of State of the
2 Voting
On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series B Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company's Common Stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the Certificate of Designation, holders of Series B Preferred Stock will vote together with the holders of Common Stock as a single class and on an as-converted to Common Stock basis.
Director Designation Rights
The Certificate of Designation also provides each Investor with the following . . .
Item 3.02. Unregistered Sales of
The information regarding the Investment and the Exchange, including entry into the Securities Purchase and Exchange Agreement, as set forth in Item 1.01 of this Current Report on Form 8-K, is incorporated by reference into this Item 3.02.
Item 3.03. Material Modification to Rights of Security Holders.
The information regarding the Investment and the Exchange, including entry into the Securities Purchase and Exchange Agreement and the expected filing of the Certificate of Designation concurrent with Closing, as set forth in Item 1.01 of this Current Report on Form 8-K, is incorporated by reference into this Item 3.03.
Item 7.01 Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as will be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (included as Exhibit A to the Securities Purchase and Exchange Agreement, filed herewith as Exhibit 10.1). 10.1 Securities Purchase and Exchange Agreement, datedJanuary 10, 2020 , by and amongInterpace Biosciences, Inc. , 1315Capital II, L.P. and Ampersand 2018 Limited Partnership. 10.2 Form of Amended and Restated Investor Rights Agreement (included as Exhibit B to the Securities Purchase and Exchange Agreement, filed herewith as Exhibit 10.1). 99.1 Press Release, datedJanuary 13, 2020 . 5
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