Current Report Filing (8-k)
February 17 2021 - 5:01PM
Edgar (US Regulatory)
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): February 16, 2021
INTERPACE
Biosciences, INC.
(Exact
name of Registrant as specified in its charter)
DELAWARE
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0-24249
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22-2919486
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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Morris
Corporate Center 1, Building C
300
Interpace Parkway,
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.01 par value per share
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IDXG
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The
Nasdaq Stock Market LLC
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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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
February 16, 2021, Interpace Biosciences, Inc. (the “Company”) received a delisting determination letter
(the “Letter”) from the Listing
Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
stating that the Staff has determined to delist the Company’s common stock from Nasdaq
due to the Company’s failure to regain compliance with the Nasdaq Capital Market’s minimum $2,500,000 stockholders’
equity requirement for continued listing as set forth in Nasdaq Listing Rule 5550(b) (the “Rule”) and
the Company’s failure to timely execute its plan to regain compliance under the Rule.
As
previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“Commission”) on October 23, 2020, the Staff notified the Company on October 21, 2020 that it did not
comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in the Rule. In December
2020, the Company submitted a plan to regain compliance to Nasdaq, but the Company was unable to complete the execution of the
plan by February 15, 2021.
Pursuant
to the Letter, unless the Company requests a hearing to appeal this determination within seven (7) days of receipt of the Letter,
or by 4:00 PM Eastern Time on February 23, 2021, the Company’s common stock will be delisted from the Nasdaq Capital Market,
trading of the Company’s common stock will be suspended at the opening of business on February 25, 2021, and a Form 25-NSE
will be filed with the Commission, which will remove the Company’s securities from listing and registration
on Nasdaq.
The
Company is determining whether to appeal the determination before a Nasdaq Hearings Panel (the “Hearing Panel”).
A hearing request will stay the delisting until the hearing process concludes and the Hearing Panel has issued a written decision.
However, even if the Company appeals the determination, there can be no assurance that the Hearing Panel will grant the Company’s
request for continued listing.
Item
7.01. Regulation FD Disclosure.
On
February 16, 2021, the Company’s Chief Executive Officer and President, Thomas Burnell, issued a letter to the Company’s
shareholders in the form of a press release. The full text of the press release is furnished herewith as Exhibit 99.1.
The
information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall 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 of that section, nor shall it be deemed to be incorporated by reference in any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated
in such filing.
Item
8.01. Other Events.
On
February 17, 2021, the Company issued a press release announcing its receipt of the Letter. The full text of the press release
is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
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Interpace
Biosciences, Inc.
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By:
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/s/
Thomas W. Burnell
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Name:
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Thomas
W. Burnell
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Title:
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President
and Chief Executive Officer
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Date:
February 17, 2021
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