4//SEC Filing
Ampersand 2018 Limited Partnership 4
Accession 0000899243-20-001367
CIK 0001054102other
Filed
Jan 16, 7:00 PM ET
Accepted
Jan 17, 4:15 PM ET
Size
14.5 KB
Accession
0000899243-20-001367
Insider Transaction Report
Form 4
Ampersand 2018 Limited Partnership
10% Owner
Transactions
- Disposition to Issuer
Series A Convertible Preferred Stock
2020-01-15+270→ 0 total(indirect: See Footnotes)Exercise: $8.00→ Common Stock (3,375,000 underlying) - Award
Series B Convertible Preferred Stock
2020-01-15$1000.00/sh+1,000$1,000,000→ 28,000 total(indirect: See Footnotes)Exercise: $6.00→ Common Stock (166,666 underlying) - Award
Series B Convertible Preferred Stock
2020-01-15+27,000→ 27,000 total(indirect: See Footnotes)Exercise: $6.00→ Common Stock (4,500,000 underlying)
Footnotes (6)
- [F1]The Series A Convertible Preferred Stock, par value $0.01 per share, of the Issuer (the "Series A") was convertible from time to time, at the option of the holder thereof, into a number of shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock"), equal to the initial stated value per Series A share of $100,000 divided by a conversion price, as adjusted to reflect the Issuer's recent one-for-ten (1:10) reverse stock split (the "Reverse Stock Split"), of $8.00 per share (the "Series A Conversion Price") and then multiplied by the number of shares of Series A to be converted. The Series A had no expiration date.
- [F2](Continued from footnote 1) The Series A Conversion Price was subject to a downward adjustment if a 2020 revenue target of $34,000,000 related to the Issuer's historical business was not satisfied, subject to a Series A Conversion Price floor of $5.90 (as adjusted to reflect the Reverse Stock Split). The downward adjustment in Series A Conversion Price was $0.30 per $1,000,000 of revenue shortfall but limited to no more than $2.10.
- [F3]On January 15, 2020, the Issuer exchanged all 270 existing shares of Series A held by Ampersand 2018 Limited Partnership (the "Investor") for 27,000 newly created shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the Issuer (the "Series B") and issued an additional 1,000 shares of Series B to the Investor for an aggregate gross purchase price of $1,000,000.
- [F4]These securities are held of record by the Investor. AMP-18 Management Company Limited Partnership ("AMCLP") is the general partner of the Investor, and AMP-18 MC LLC ("AMCLLC") is the general partner of AMCLP. By virtue of such relationships, AMCLP and AMCLLC may be deemed to have voting and investment power with respect to the securities held by the Investor noted above and as a result may be deemed to have beneficial ownership over such securities.
- [F5]Each of the Investor, AMCLP and AMCLLC disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- [F6]The Series B is convertible from time to time, at the option of the holder thereof, into a number of shares of Common Stock equal to the initial stated value per Series B share of $1,000 divided by an initial conversion price of $6.00 per share and then multiplied by the number of shares of Series B to be converted. The Series B has no expiration date.
Documents
Issuer
INTERPACE BIOSCIENCES, INC.
CIK 0001054102
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001734267
Filing Metadata
- Form type
- 4
- Filed
- Jan 16, 7:00 PM ET
- Accepted
- Jan 17, 4:15 PM ET
- Size
- 14.5 KB