Item
1.01. Entry into a Material Definitive Agreement
On
May 5, 2022, Interpace Biosciences, Inc. (the “Company”) issued a Subordinated Convertible Promissory Note (the “Convertible
Note”) to BroadOak Fund V, L.P. (“BroadOak”), pursuant to which BroadOak funded a term loan in the aggregate principal
amount of $2,000,000 (the “Convertible Debt”). The Company will use the proceeds of the Convertible Debt for general corporate
purposes and working capital.
The
Convertible Note will be converted into shares of common stock of the Company in connection with, and upon the consummation of, a private
placement transaction pursuant to which the Company will issue common stock to certain investors, and such conversion will be subject
to the same terms and conditions (including purchase price per share) applicable to the purchase of common stock of the Company by such
investors. If such private placement transaction is not consummated on or prior to August 5, 2022 (the “Maturity Date”),
then the Convertible Note will be converted into an additional term loan advance under the Company’s existing subordinated term
loan facility with BroadOak (the “BroadOak Facility”) on the Maturity Date and will thereafter be subject to the terms of
the definitive financing agreements for the BroadOak Facility until repaid in accordance with the terms thereof.
The
Convertible Debt bears interest at a fixed rate of interest equal to 9.00% per annum and is unsecured. There are no scheduled amortization
payments prior to the Maturity Date.
The
Convertible Note contains customary representations and warranties and customary events of default.
The
representations and warranties contained in the Convertible Note were made only for purposes of such Convertible Note and as of specific
dates, were solely for the benefit of the parties to such Convertible Note, and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of such
Convertible Note. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties
to such Convertible Note instead of establishing these matters as facts, and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under such Convertible
Note and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of
facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of such Convertible Note, and this subsequent information may or may not be
fully reflected in the Company’s public disclosure.
The
foregoing summary of the Convertible Note is not complete and is subject to and qualified in its entirety by reference to the full text
of the Convertible Note, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
In
connection with the issuance of the Convertible Note, on May 5, 2022, the Company and its subsidiaries entered into a Consent Letter
(the “Comerica Consent”) with Comerica Bank (“Comerica”), pursuant to which Comerica consented to the issuance
of the Convertible Note, the incurrence of the Convertible Debt and the conversion of the Convertible Debt into common stock of the Company
or an additional term loan advance under the BroadOak Facility in accordance with the terms of the Convertible Note.
The
foregoing summary of the Comerica Consent is not complete and is subject to and qualified in its entirety by reference to the full text
of the Comerica Consent, a copy of which is filed hereto as Exhibit 10.2 and is incorporated herein by reference.
In
connection with the issuance of the Convertible Note, on May 5, 2022, the Company and its subsidiaries entered into a First Amendment
to Loan and Security Agreement and Consent (the “BroadOak Amendment”) with BroadOak, pursuant to which, among other things,
BroadOak consented to the issuance of the Convertible Note, the incurrence of the Convertible Debt and the conversion of the Convertible
Debt into common stock of the Company or an additional term loan advance under the BroadOak Facility in accordance with the terms of
the Convertible Note.
The
foregoing summary of the BroadOak Amendment is not complete and is subject to and qualified in its entirety by reference to the full
text of the BroadOak Amendment, a copy of which is filed hereto as Exhibit 10.3 and is incorporated herein by reference.
The
Convertible Debt is subordinated in right of payment to all of the indebtedness and obligations of the Company owing to Comerica under
the Company’s existing senior secured credit facility with Comerica. In connection with the issuance of the Convertible Note, on
May 5, 2022, the Company, BroadOak and Comerica entered into a First Amendment to Subordination and Intercreditor Agreement (the “Intercreditor
Amendment”), pursuant to which, among other things, BroadOak agreed that the Convertible Debt is subordinated to all of the indebtedness
and obligations of the Company owing to Comerica on the same terms and conditions applicable to the indebtedness and obligations of the
Company under the BroadOak Facility.
The
foregoing summary of the Intercreditor Amendment is not complete and is subject to and qualified in its entirety by reference to the
full text of the Intercreditor Amendment, a copy of which is filed hereto as Exhibit 10.4 and is incorporated herein by reference.