Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At a Special Meeting of Stockholders held on December 13, 2019 (the "Special
Meeting"), the stockholders of Interpace Biosciences, Inc. (the "Company")
authorized the board of directors of the Company (the "Board"), in its
discretion, to amend the Company's certificate of incorporation, as amended (the
"Certificate of Incorporation"), to effect a reverse split of the Company's
outstanding common stock, par value $0.01 per share (the "Common Stock") at a
ratio between one-for-five (1:5) and one-for-fifteen (1:15), with such final
ratio to be determined by the Board following the Special Meeting (the "Reverse
Stock Split"). On January 14, 2020, the Board determined to set the Reverse
Stock Split ratio at one-for-ten (1:10) and approved the final form of the
Certificate of Amendment to the Certificate of Incorporation to effectuate the
Reverse Stock Split (the "Certificate of Amendment"). The Certificate of
Amendment was filed with the Secretary of State of the State of Delaware on
January 14, 2020 and the Reverse Stock Split will become effective in accordance
with the terms of the Certificate of Amendment at 12:01a.m. Eastern Time on
Wednesday, January 15, 2020 (the "Effective Time").
At the Effective Time, every ten (10) shares of Common Stock issued and
outstanding will be automatically combined into one (1) share of issued and
outstanding Common Stock, without any change in the par value per share.
Fractional shares will not be issued as a result of the Reverse Stock Split.
Instead, any fractional shares of the Company's Common Stock that would have
otherwise resulted from the Reverse Stock Split will be rounded up to the
nearest whole share.
American Stock Transfer and Trust Company, LLC is acting as exchange agent for
the Reverse Stock Split and will send instructions to stockholders of record who
hold stock certificates regarding how to exchange existing stock certificates
for new book-entry statements reflecting the post-Reverse Stock Split shares of
Common Stock. Stockholders who hold their shares in brokerage accounts or
"street name" are not required to take any action and will see the impact of the
Reverse Stock Split automatically reflected in their accounts.
The Common Stock is expected to begin trading on The Nasdaq Capital Market
("Nasdaq") on an adjusted basis on Wednesday, January 15, 2020. There will be no
change in the Company's Nasdaq ticker symbol, "IDXG". In connection with the
Reverse Stock Split, the CUSIP number for the Common Stock has been changed to
46062X 303.
The Reverse Stock Split results in a proportionate adjustment to the per share
exercise price and the number of shares of Common Stock issuable upon the
exercise of outstanding stock options and warrants, as well as the number of
shares of Common Stock eligible for issuance under the Interpace Biosciences,
Inc. 2019 Equity Incentive Plan and the Interpace Biosciences, Inc. Employee
Stock Purchase Plan.
The information set forth herein does not purport to be complete and is
qualified in its entirety by reference to the full text of the Certificate of
Amendment that effectuated the Reverse Stock Split, which is filed as Exhibit
3.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
3.1 Form of Certificate of Amendment to the Certificate of
Incorporation of Interpace Biosciences, Inc.
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