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 October 29, 2021, the Company and its subsidiaries have entered into a loan and guarantee agreement (the “BroadOak Loan Agreement”) with BroadOak V Fund, LP
(“BroadOak”), providing for a term loan in the aggregate principal amount of
$ 8,000,000 (the “Term Loan”). The financing of the term loan took place on November 1, 2021. The Company used the proceeds of the term loan to repay in full upon maturity all outstanding debts under the promissory notes with Ampersand 2018 Limited Partnership (“Ampersand”), as of January 7, 2021 and as last amended on September 29, 2021, in a quantity of $ 4.5 million, and 1315 Capital II, SEC (“1315 Capital”), dated January 7, 2021 and as last amended on
September 29, 2021, in a quantity of $ 3 million, respectively. The Company, Ampersand and 1315 Capital has also terminated a related security agreement.

The term loan matures on the earliest of the following dates: (i) October 31, 2024 or (ii) the occurrence of a change of control, and bears interest at the rate of 9% per annum. The term loan is secured by a security interest over substantially all of the assets of the Company and its subsidiaries and is subject to the recently established agreement of the Company. $ 7,500,000 revolving credit facility with Comerica Bank. The term loan has a origination fee of 3% of the amount of the term loan and a final payment equal to (i) 15% of the original principal of the term loan if the change of control occurs on or before the first anniversary of the term. financing of the term loan, (ii) 20% of the initial capital of the term loan if the change of control occurs after the first anniversary but no later than the second anniversary of the financing of the term loan and (iii) 30% of the initial capital term loan if the change of control occurs after the second anniversary of the term loan funding, or if the term loan is repaid on its maturity date.

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 Comerica Bank (“Comerica”), dated November 1, 2021 (the “Comerica Endorsement”), under the terms of which Comerica has consented to the entering into by the Company and its subsidiaries of the BroadOak loan agreement, and amended this loan and guarantee agreement between Comerica, the Company and its subsidiaries ( the “Comerica Loan Agreement”) to, among other things, authorize the debts, liens and charges contemplated by the BroadOak Loan Agreement.

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
November 1, 2021, whereby BroadOak has agreed to subordinate all debts and obligations of the Company and its subsidiaries to BroadOak to all debts and obligations of the Company and its subsidiaries to Comerica (the “Creditors Agreement”). BroadOak has further agreed to subordinate all of its respective security interests in the assets or property of the Company and its subsidiaries to Comerica’s security interests in such assets or property. The creditors’ agreement provides that it is solely for the benefit of BroadOak and Comerica and not for the benefit of the Company or any of its subsidiaries.

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 November 2, 2021, announcing the BroadOak Loan Agreement is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.



(d) Exhibits.



Exhibit
Number       Description

10.1           Loan and Security Agreement by and between BroadOak Fund V, L.P.,
             Interpace Biosciences, Inc., Interpace Diagnostics Corporation,
             Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc.,
             dated October 29, 2021
10.2           First Amendment to Loan and Security Agreement by and between
             Comerica Bank, Interpace Biosciences, Inc., Interpace Diagnostics
             Corporation, Interpace Diagnostics, LLC and Interpace Pharma
             Solutions, Inc., dated November 1, 2021
10.3           Subordination and Intercreditor Agreement by and between Comerica
             Bank, BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace
             Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace
             Pharma Solutions, Inc., dated as of November 1, 2021
99.1           Press Release dated November 2, 2021
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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