Interpace Biosciences, Inc. (“Interpace” or the “Company”) (OTCQX:
IDXG) today announced that it has set the record date for its
proposed fully back-stopped $30 Million Rights Offering.
Under the terms of the Rights Offering, the
Company will distribute non-transferable subscription rights to
each holder of its common stock as well as to each holder of its
outstanding warrants to purchase common stock in each case held as
of the close of business on January 10, 2022, the record date for
the Rights Offering. Each subscription right will entitle the
eligible holder to purchase .75 share of common stock. Holders who
fully exercise their rights may subscribe for additional shares not
subscribed for by other holders on a pro rata basis. The
subscription price per whole share of common stock in the Rights
Offering has not yet been determined.
“This offering will provide our company growth
capital and improved financial flexibility, scale, and float, while
giving shareholders the option to maintain their ownership
percentage in our future,” said Thomas Burnell, Chief Executive
Officer of Interpace. Added Burnell, “We intend to use the net
proceeds raised in this offering in part to fund prospective
product line acquisitions that will supplement our core
business.”
The Company intends to enter into a standby
purchase agreement (the “Standby Purchase Agreement”) with 3K
Limited Partnership (the “Standby Purchaser”) and certain of its
affiliates (“together, the “Investors”), pursuant to which the
Investors will agree to subscribe for their pro rata share of the
Rights Offering based on their current ownership. The Company also
expects the Standby Purchaser to agree to purchase, in a private
placement, the shares of common stock that are offered to holders
of our common stock and warrants but not subscribed for at the
expiration of the Rights Offering (the “Standby Purchase
Commitment”) at a price per whole share equal to the subscription
price for the Rights Offering less $0.15, subject to certain
customary closing conditions, including completion of the proposed
Rights Offering. The Investors as a group currently beneficially
own approximately 18.7% of the Company’s outstanding common stock
(or 6.5% of the Company’s fully-diluted shares of common stock
assuming the conversion of all outstanding Series B Preferred
Stock). The holders of Series B Preferred Stock have waived their
right to participate in the Rights Offering.
A registration statement relating to the
proposed rights offering has been filed with the Securities and
Exchange Commission (“SEC”) but has not yet become effective. The
proposed Rights Offering will be made pursuant to such registration
statement, as it may be amended from time to time, and a final
prospectus to be filed with the SEC prior to the commencement of
the proposed rights offering. The securities may not be sold nor
may offers to buy be accepted prior to the time the registration
statement becomes effective.
The information herein is not complete and is
subject to change. Certain information, such as the proposed
subscription price per share of common stock and the dates of
commencement and expiration of the Rights Offering, has not yet
been determined and will be announced in a subsequent press release
by the Company. The Company reserves the right to cancel or
terminate the planned Rights Offering at any time. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities to be issued in the proposed Rights
Offering or any related transactions, nor shall there be any offer,
solicitation or sale of any securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
Copies of the final prospectus when it becomes
available, may be obtained free of charge at the website maintained
by the SEC at www.sec.gov or by contacting Broadridge Corporate
Solutions, Inc., the Company’s information and subscription agent
for the Rights Offering, at (888) 789-8409 or
shareholder@broadridge.com.
About
Interpace Biosciences
Interpace Biosciences is an emerging leader in
enabling personalized medicine, offering specialized services along
the therapeutic value chain from early diagnosis and prognostic
planning to targeted therapeutic applications.
Clinical services, through Interpace
Diagnostics, provides clinically useful molecular diagnostic tests,
bioinformatics and pathology services for evaluating risk of cancer
by leveraging the latest technology in personalized medicine for
improved patient diagnosis and management. Interpace has five
commercialized molecular tests and one test in a clinical
evaluation program (CEP): PancraGEN® for the diagnosis and
prognosis of pancreatic cancer from pancreatic cysts; PanDNA, a
“molecular only” version of PancraGEN® that provides physicians a
snapshot of a limited number of factors; ThyGeNEXT® for the
diagnosis of thyroid cancer from thyroid nodules utilizing a next
generation sequencing assay; ThyraMIR® for the diagnosis of thyroid
cancer from thyroid nodules utilizing a proprietary gene expression
assay; and RespriDX® that differentiates lung cancer of primary
versus metastatic origin. In addition, BarreGEN®, a molecular based
assay that helps resolve the risk of progression of Barrett’s
Esophagus to esophageal cancer, is currently in a clinical
evaluation program (CEP) whereby we gather information from
physicians using BarreGEN® to assist us in gathering clinical
evidence relative to the safety and performance of the test and
also providing data that will potentially support payer
reimbursement.
Pharma services, through Interpace Pharma
Solutions, provides pharmacogenomics testing, genotyping,
biorepository and other customized services to the pharmaceutical
and biotech industries. Pharma services also advances personalized
medicine by partnering with pharmaceutical, academic, and
technology leaders to effectively integrate pharmacogenomics into
their drug development and clinical trial programs with the goals
of delivering safer, more effective drugs to market more quickly,
while also improving patient care.
For more information, please visit Interpace Biosciences’
website at www.interpace.com.
Forward-looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934 and the
Private Securities Litigation Reform Act of 1995, including, but
not limited to, those regarding the Company’s plans to launch the
Rights Offering, the transactions contemplated by the Standby
Purchase Agreement, the anticipated final terms, pricing, timing
and completion of the proposed Rights Offering, and the Company’s
plans, strategies, and prospects for its business. The Company has
attempted to identify forward looking statements by terminology
including “believes,” “estimates,” “anticipates,” “expects,”
“plans,” “projects,” “intends,” “potential,” “may,” “could,”
“might,” “will,” “should,” “approximately” or other words that
convey uncertainty of future events or outcomes to identify these
forward-looking statements. These statements are based on current
expectations, assumptions and uncertainties involving judgments
about, among other things, future economic, competitive and market
conditions and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are
beyond the Company’s control. These statements also involve known
and unknown risks, uncertainties and other factors that may cause
the Company’s actual results to be materially different from those
expressed or implied by any forward-looking statements including,
but not limited to, risks and uncertainties related to: whether the
proposed Rights Offering and related transactions will be completed
in a timely manner, or at all; whether the Standby Purchase
Agreement will be entered into and the final terms of such
agreement; the risk that all of the closing conditions to the
completion of the Standby Purchase Commitment pursuant to the
Standby Purchase Agreement are not satisfied; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Standby Purchase Agreement; the final terms and
pricing of the proposed Rights Offering, proposed Standby Purchase
Agreement and proposed private placement; market and other
conditions; risks related to the diverting of management’s
attention from the Company’s ongoing business operations; the
impact of general economic, industry or political conditions in the
United States or internationally including the ongoing COVID-19
pandemic and other important risk factors set forth under the
caption “Risk Factors” in the Form S-1 filed with the SEC, as
amended, in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2020, as amended, Current Reports on Form 8-K
and Quarterly Reports on Form 10-Q and in any other subsequent
filings made with the SEC by the Company. There can be no assurance
that the Company will be able to complete the proposed Rights
Offering and proposed standby private placement on the anticipated
terms, or at all. Any forward-looking statements contained in this
press release speak only as of the date hereof, and the Company
specifically disclaims any obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law. Because of these and other
risks, uncertainties and assumptions, undue reliance should not be
placed on these forward-looking statements. In addition, these
statements speak only as of the date of this press release and,
except as may be required by law, the Company undertakes no
obligation to revise or update publicly any forward-looking
statements for any reason.
Contacts:
Investor RelationsInterpace Biosciences, Inc.(855)
776-6419Info@Interpace.com
Interpace Biosciences (NASDAQ:IDXG)
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