Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase and Exchange Agreement

On January 10, 2020, Interpace Biosciences, Inc. (the "Company") entered into a Securities Purchase and Exchange Agreement (the "Securities Purchase and Exchange Agreement") with 1315 Capital II, L.P., a Delaware limited partnership ("1315 Capital"), and Ampersand 2018 Limited Partnership, a Delaware limited partnership ("Ampersand" and, together with 1315 Capital, the "Investors") pursuant to which the Company agreed to sell to the Investors at the Closing (as defined in the Securities Purchase and Exchange Agreement) an aggregate of $20,000,000 in Series B convertible preferred stock of the Company, par value $0.01 per share (the "Series B Preferred Stock"), at an issuance price per share of $1,000 (the "Stated Value") (the "Investment"). Pursuant to the Securities Purchase and Exchange Agreement, 1315 Capital agreed to purchase 19,000 shares of Series B Preferred Stock at an aggregate purchase price of $19,000,000 and Ampersand agreed to purchase 1,000 shares of Series B Preferred Stock at an aggregate purchase price of $1,000,000 (collectively, the "New Investment Shares"). The terms of the Series B Preferred Stock are further described below under "Certificate of Designation."

In addition, at the Closing, the Company agreed to exchange $27,000,000 of the Company's existing Series A convertible preferred stock, par value $0.01 per share, held by Ampersand (the "Series A Preferred Stock"), represented by 270 shares of Series A Preferred Stock with a stated value of $100,000 per share, which represents all of the Company's issued and outstanding Series A Preferred Stock, for 27,000 newly created shares of Series B Preferred Stock (such shares of Series B Preferred Stock, the "Exchange Shares" and such transaction, the "Exchange"). Following the Exchange, no shares of Series A Preferred Stock will remain designated, authorized, issued or outstanding. The Series B Preferred Stock, upon issuance, will have a conversion price of sixty cents ($0.60) (with expected adjustment to $6.00 following effectuation of the Reverse Stock Split defined and described below and subject to further adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization affecting such shares) as compared to a conversion price of $0.80 on the Series A Preferred Stock (with expected adjustment to $8.00 following effectuation of the Reverse Stock Split and subject to further adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization affecting such shares), but will not include certain rights applicable to the Series A Preferred Stock, including a six-percent (6%) dividend, a conversion price adjustment for any failure by the Company to achieve a revenue target of $34,000,000.00 in 2020 related to its diagnostics business or a weighted-average anti-dilution adjustment. Under the terms of the Securities Purchase and Exchange Agreement, Ampersand also agreed to waive all dividends and weighted-average anti-dilution adjustments accrued to date on the Series A Preferred Stock. Ampersand's director designation rights as holder of Series A Preferred Stock will also be replaced following the Exchange with the Series B Preferred Stock director designation rights described below.

The Closing of the Investment and of the Exchange will be effected following the satisfaction of customary conditions, including, among others, effectiveness of a reverse stock split of the Company's common stock, par value $0.01 per share (the "Common Stock") at a ratio acceptable to each Investor, which is expected to be at the ratio of ten to one (10:1) (the "Reverse Stock Split").

The Series B Preferred Stock is offered and will be sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D promulgated thereunder. The shares to be issued upon conversion of the Series B Preferred Stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

The Securities Purchase and Exchange Agreement includes as exhibits forms of the following documents, the effectiveness of which are conditions precedent to the Closing.





Certificate of Designation

Concurrently with the Closing, the Company expects to file a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock substantially in the form attached as Exhibit B to the Securities Purchase and Exchange Agreement filed herewith (the "Certificate of Designation") with the Secretary of State of the State of Delaware to designate 47,000 shares as Series B Preferred Stock.





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Voting

On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series B Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company's Common Stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the Certificate of Designation, holders of Series B Preferred Stock will vote together with the holders of Common Stock as a single class and on an as-converted to Common Stock basis.

Director Designation Rights

The Certificate of Designation also provides each Investor with the following . . .

Item 3.02. Unregistered Sales of Equity Securities.

The information regarding the Investment and the Exchange, including entry into the Securities Purchase and Exchange Agreement, as set forth in Item 1.01 of this Current Report on Form 8-K, is incorporated by reference into this Item 3.02.

Item 3.03. Material Modification to Rights of Security Holders.

The information regarding the Investment and the Exchange, including entry into the Securities Purchase and Exchange Agreement and the expected filing of the Certificate of Designation concurrent with Closing, as set forth in Item 1.01 of this Current Report on Form 8-K, is incorporated by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure.

On January 13, 2020, the Company issued a press release announcing the execution of the Securities Purchase and Exchange Agreement, the expected Closing, and the expected Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as will be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number       Description

3.1            Form of Certificate of Designation of Preferences, Rights and
             Limitations of Series B Convertible Preferred Stock (included as
             Exhibit A to the Securities Purchase and Exchange Agreement, filed
             herewith as Exhibit 10.1).

10.1           Securities Purchase and Exchange Agreement, dated January 10, 2020,
             by and among Interpace Biosciences, Inc., 1315 Capital II, L.P. and
             Ampersand 2018 Limited Partnership.

10.2           Form of Amended and Restated Investor Rights Agreement (included as
             Exhibit B to the Securities Purchase and Exchange Agreement, filed
             herewith as Exhibit 10.1).

99.1           Press Release, dated January 13, 2020.




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