Item 1.
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Security and Issuer
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This Schedule 13D (the
Statement
) relates to the common stock, par value $0.01 per share (the
Common
Stock
), of Interpace Diagnostics Group, Inc., a Delaware corporation (the
Issuer
), with its principal offices located at Morris Corporate Center 1, Building C, 300 Interpace Parkway, Parsippany, NJ 07054. The Common
Stock is listed on the Nasdaq Capital Market under the ticker symbol IDXG.
On July 15, 2019 (the
Issuance
Date
), the Investor acquired 60 shares of Series A Convertible Preferred Stock of the Issuer (the
Series A
) and 80 shares of Series A-1 Convertible Preferred Stock of the Issuer (the
Series A-1
). From
and after the Issuance Date until the earlier to occur of: (a) the day after the next annual or special meeting of the stockholders within six months of the Issuance Date and (b) six months following the Issuance Date (such date, the
Voting Date
), the Series A is not convertible into shares of Common Stock. From and after the Voting Date, the Series A issued on the Issuance Date will be convertible into 7,500,000 shares of Common Stock based on an initial
conversion price (the
Conversion Price
) of $0.80 per share. 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 Issuers 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%. Each share of Series A will be convertible, from and after the Voting Date, whether or not such vote is positive, and from time to time, at the option of the holder thereof, into a number of shares of Common Stock equal to the issuance price
per Series A share of $100,000 (the
Stated Value
) divided by the then current Conversion Price and then multiplied by the number of shares of Series A to be converted. The Issuer will not issue any shares of Common Stock upon
conversion of the Series A if the issuance would exceed the aggregate number of shares of Common Stock (such number of shares, the
Exchange Cap
) that the Issuer may issue without breaching its obligations under the rules of the
Nasdaq Stock Market LLC (the
Nasdaq Listing Rules
), unless the Issuer obtains the approval by the stockholders of the Issuer, pursuant to the Nasdaq Listing Rules, of the issuance of Common Stock upon conversion of the Series A
and the Series A-1 in excess of the aggregate number of shares of Common Stock that the Issuer may issue upon conversion of the Preferred Stock without breaching its obligations under the Nasdaq Listing Rules (the
Stockholder
Approval
).
If the Issuer obtains the Stockholder Approval at any time prior to January 15, 2021, each share of Series A-1
will automatically be converted into one share of Series A on such date. Shares of Series A-1 are not convertible into shares of Common Stock. Shares of Series A-1 are only convertible into shares of Series A automatically upon receipt of the
Stockholder Approval.
The Series A and Series A-1 have no voting rights prior to the Voting Date. Moreover, at any meeting of
stockholders of the Issuer (or by written consent of stockholders in lieu of meeting) pursuant to which the record date for determining the stockholders entitled to vote at such meeting (or by such written consent) occurs prior to the Issuer
obtaining the Stockholder Approval, each share of Series A that exceeds the Exchange Cap shall have no voting rights.
As of the date of
this Statement, because the Stockholder Approval has not been obtained, the number of shares of Common Stock issuable upon conversion of the Series A upon the occurrence of the Voting Date that may be attributable to the Reporting Persons equals
7,500,000. If the Stockholder Approval is attained and there are no adjustments to the Conversion Price or the Stated Value, the number of shares of Common Stock issuable upon the conversion of the Series A and the Series A-1 that may be
attributable to the Reporting Persons would be 17,500,000. Each of the Reporting Persons disclaims beneficial ownership in all Series A, Series A-1 and Common Stock reported herein, except to the extent of such Reporting Persons respective
pecuniary interest therein.
Item 2.
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Identity and Background
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(a) This Statement is being filed by Ampersand 2018 Limited Partnership, a limited partnership organized under the laws of Delaware (the
Investor
), AMP-18 Management Company Limited Partnership, a limited partnership organized under the laws of Delaware and the general partner of the Investor (
AMCLP
) and AMP-18 MC LLC, a limited liability company
organized under the laws of Delaware and the general partner of AMCLP (
AMCLLC
). The principal business of the Reporting Persons is investing in healthcare companies.
(b) - (c) The Investor, AMCLP and AMCLLC have their principal offices at 55 William Street, Suite 240, Wellesley, MA 02481.
(d) - (e) During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding
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