INTERPACE BIOSCIENCES, INC. : conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, other events, financial statements and exhibits (Form 8-K)
Article 1.01. Signing of an important definitive agreement
At
(“BroadOak”), providing for a term loan in the aggregate principal amount of
The term loan matures on the earliest of the following dates: (i)
The BroadOak loan agreement contains positive and negative covenants applicable from the date of the advance of the term loan. These covenants could adversely affect our ability to conduct our business. The BroadOak loan agreement also contains typical events of default.
The representations, warranties and undertakings contained in the BroadOak Loan Agreement were made solely for the purposes of this agreement and on specific dates, were solely for the benefit of the parties to this agreement, and may be subject to limitations agreed to by the parties. contracting parties. , including subject to confidential disclosures exchanged between the parties in connection with the execution of such an agreement. Representations and warranties may have been made for the purpose of apportioning contractual risk between the parties to such an agreement instead of establishing such matters as facts, and may be subject to materiality standards applicable to the contracting parties which differ from those applicable to investors. Investors are not third party beneficiaries under any such agreement and should not rely on any representations, warranties and covenants or any description thereof as characterizations of the actual state of affairs or circumstances. of the Company or one of its subsidiaries or affiliates. In addition, information regarding the subject matter of representations and warranties may change after the date of such agreement, and such subsequent information may or may not be fully reflected in the Company’s public disclosure.
The above summary of the BroadOak Loan Agreement is not complete and is submitted and qualified in its entirety by reference to the full text of the BroadOak Loan Agreement, a copy of which is filed attached as an exhibit. 10.1 and is incorporated herein by reference.
As part of the BroadOak loan agreement, the Company and its subsidiaries have entered into this first amendment to the loan and guarantee agreement and the consent with
The foregoing summary of the Comerica Amendment is not complete and is submitted and qualified in its entirety by reference to the full text of the Comerica Amendment, a copy of which is filed herein as Exhibit 10.2 and is incorporated herein. by reference.
As a condition for BroadOak to extend the term loan to the Company and its subsidiaries, the Company’s current creditor, Comerica, and BroadOak have entered into this Subordination and Intercreditor Agreement, dated
The above summary of the Intercreditor Agreement is not complete and is submitted and qualified in its entirety by reference to the full text of the Intercreditor Agreement, a copy of which is filed herein as Exhibit 10.3 and is incorporated herein by reference.
Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.
The information set out in section 1.01 above is incorporated by reference into this section 2.03.
Item 8.01. Other Events.
The Company’s press release, dated
Article 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Description 10.1 Loan and Security Agreement by and betweenBroadOak Fund V, L.P. ,Interpace Biosciences, Inc. ,Interpace Diagnostics Corporation ,Interpace Diagnostics, LLC andInterpace Pharma Solutions, Inc. , datedOctober 29, 2021 10.2 First Amendment to Loan and Security Agreement by and betweenComerica Bank ,Interpace Biosciences, Inc. ,Interpace Diagnostics Corporation ,Interpace Diagnostics, LLC andInterpace Pharma Solutions, Inc. , datedNovember 1, 2021 10.3 Subordination and Intercreditor Agreement by and betweenComerica Bank ,BroadOak Fund V, L.P. ,Interpace Biosciences, Inc. ,Interpace Diagnostics Corporation ,Interpace Diagnostics, LLC andInterpace Pharma Solutions, Inc. , dated as ofNovember 1, 2021 99.1 Press Release datedNovember 2, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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