Interpace Biosciences, Inc. (“Interpace” or the “Company”) (OTCQX:
IDXG) today announced that it commenced its previously announced
fully back-stopped Rights Offering of up to $30 million.
Under the terms of the Rights Offering, the
Company is distributing 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 5:00 p.m. Eastern Standard Time on January 10, 2022, the record
date for the Rights Offering (the “Record Date”). The subscription
rights may be exercised at any time during the subscription period,
which commences on January 13, 2022. The rights will expire if they
are not exercised by 5:00 p.m., Eastern Standard Time, on February
2, 2022, unless the Company extends the Rights Offering
subscription period.
Each subscription right will entitle the
eligible holder to purchase .75 share of common stock at a price
per whole share of common stock of $6.65. Holders who fully
exercise their rights may subscribe for additional shares not
subscribed for by other holders on a pro rata basis. The Company
will not issue any fractional shares upon exercise of any
subscription rights in the rights offering and any such fractional
shares will be rounded down to the nearest whole share.
The Company intends to use the proceeds of the
Rights Offering to increase its liquidity position, to fund its
anticipated internal and external growth through potential
strategic investments and partnerships, including product line
acquisitions, and for general corporate and working capital
purposes.
The Company has entered 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 have
agreed to subscribe for their pro rata share of the Rights Offering
based on their ownership as of the Record Date. The Standby
Purchaser has also agreed 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 $6.50, subject to certain customary
closing conditions, including completion of the proposed Rights
Offering.
The Company intends to commence mailing
subscription certificates evidencing the subscription rights and a
copy of the prospectus for the Rights Offering to eligible holders
of record as soon as possible. Holders of shares of common stock
and warrants in “street name” through a brokerage account, bank or
other nominee will not receive physical subscription certificates
evidencing the rights and must instruct their broker, bank or
nominee whether to exercise subscription rights on their behalf.
For any questions or further information about the rights offering,
please call Broadridge Corporate Solutions, Inc., the Company’s
information and subscription agent for the Rights Offering, at
(888) 789-8409.
A registration statement on Form S-1 (File No.
333-261504) relating to the rights offering has been filed with and
declared effective by the SEC. The rights offering is being made
only by means of a prospectus, copies of which will be delivered to
eligible holders of record and can be accessed free of charge
through the SEC’s website 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. Additional information regarding the
rights offering is set forth in the prospectus to be filed the SEC.
Stockholders are urged to carefully review the prospectus and
subscription materials the Company will provide and consult with
their own legal and financial advisors in deciding whether or not
to exercise the Rights.
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 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.
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 timing and completion of the
proposed Rights Offering, the use of proceeds from the proposed
Rights Offering and related private placement financing, the
transactions contemplated by the Standby Purchase Agreement, 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; 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; 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
Rights Offering and 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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