Item 1.
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Security and Issuer
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This Amendment No. 3 to Schedule 13D (this Amendment No. 3) supplements and amends the Schedule 13D originally filed
with the Securities and Exchange Commission (the SEC) on July 25, 2019, as amended by Amendment No. 1 thereto, filed with the SEC on January 17, 2020, and as amended by Amendment No. 2 thereto, filed with the
SEC on April 23, 2020 (as so amended, the Prior Statement and, as supplemented and amended by this Amendment No. 3, the Statement). Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Prior Statement. Except as specifically supplemented and amended by this Amendment No. 3, items in the Prior Statement remain unchanged.
This Amendment No. 3 is being filed to report that, on January 7, 2021, the Issuer and Ampersand 2018 Limited Partnership, a Delaware limited
partnership (Ampersand) entered into a secured promissory note (the Note) and a related security agreement (the Security Agreement) as further discussed below under Item 6.
Item 6.
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Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
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Item 6 of the Prior Statement is hereby amended and supplemented to include the following:
The Support Agreement (as defined in the Prior Statement) was terminated on September 30, 2020 pursuant to a termination agreement, dated July 9, 2020,
between the Issuer and Ampersand.
On January 7, 2021, the Issuer entered into the Note with Ampersand pursuant to which Ampersand made a loan to the
Issuer in an aggregate principal amount equal to $3,000,000. The rate of interest on the Note is equal to eight percent (8.0%) per annum and its maturity date is the earlier of (a) June 30, 2021 and (b) the date on which all amounts
become due upon the occurrence of any event of default as defined in the Note. No interest payments are due on the Note until its maturity date.
Pursuant
to the Security Agreement, the Note is secured by a first priority lien and security interest on substantially all of the assets of the Issuer. Additionally, if a change of control of the Issuer occurs (as defined in the Note) the Issuer is required
to make a prepayment of the Note in an amount equal to the unpaid principal amount, all accrued and unpaid interest, and all other amounts payable under the Note out of the net cash proceeds received by the Issuer from the consummation of the
transactions related to such change of control. The Issuer may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the
date of prepayment. No prepaid amount may be re-borrowed.
The Note contains certain negative covenants which
prevent the Issuer from issuing any debt securities pursuant to which the Issuer issues shares, warrants or any other convertible security in the same transaction or a series of related transactions, except that Issuer may incur or enter into any
capitalized and operating leases in the ordinary course of business consistent with past practice, or borrowed money or funded debt in an amount not to exceed $4.5 million (the Debt Threshold) that is subordinated to the Note on
terms acceptable to Ampersand; provided, that if the aggregate consolidated revenue recognized by the Issuer as reported on Form 10-K as filed with the SEC for any fiscal year ending after January 10,
2020 exceeds $45 million dollars, the Debt Threshold for the following fiscal year shall increase to an amount equal to: (x) ten percent (10%); multiplied by (y) the consolidated revenue as reported by the Issuer on Form 10-K as filed with the SEC for the previous fiscal year.
The foregoing descriptions of the Note and the Security
Agreement are qualified in their entirety by reference to the full text of the Note and the Security Agreement, which are filed as Exhibit 2 and Exhibit 3 to this Amendment No. 3, respectively, and are incorporated herein by reference in their
entirety.
Item 7.
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Materials to Be Filed as Exhibits
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Exhibit
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Description
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1.
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Joint Filing Agreement among Ampersand, AMCLP and AMCLLC (incorporated by reference to Exhibit 1 to the Schedule 13D filed by Ampersand 2018
Limited Partnership on July 25, 2019).
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2.
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Secured Promissory Note, dated January 7, 2021, by Interpace Biosciences, Inc. in favor of Ampersand 2018 Limited Partnership
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3.
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Security Agreement, dated January 7, 2021, by and between Ampersand 2018 Limited Partnership and Interpace Biosciences, Inc.
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