Current Report Filing (8-k)
2022年10月5日 - 5:20AM
Edgar (US Regulatory)
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2022-09-30
2022-09-30
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 30, 2022
INTERPACE
BIOSCIENCES, INC.
(Exact
name of Registrant as specified in its charter)
delaware |
|
0-24249 |
|
22-2919486 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Morris
Corporate Center 1, Building C
300
Interpace Parkway,
Parsippany,
NJ 07054
(Address,
including zip code, of Principal Executive Offices)
(855)
776-6419
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 30, 2022 (the “Transition Date”), Thomas Freeburg, the Chief Financial Officer of Interpace
Biosciences, Inc. (the “Company”), resigned from his position as Chief Financial
Officer and as an employee of the Company. Pursuant to a Severance and Consulting Agreement and General Release between the Company and
Mr. Freeburg (the “Consulting Agreement”) effective September 30, 2022, Mr. Freeburg will provide certain consulting services
to the Company, including finance and accounting services, as requested or deemed appropriate by the Company’s Chief Executive
Officer and/or other senior management employees. Mr. Freeburg will continue to act as the
Company’s principal financial officer during the Consulting Term, as defined below, until such time as the Company recruits a new
Chief Financial Officer to replace Mr. Freeburg.
Pursuant
to the Consulting Agreement, the Company agreed to pay Mr. Freeburg severance payments equal to $127,500 (which amount is equal to six
months of Mr. Freeburg’s annual base salary in effect on the Transition Date), payable in semi-monthly installments in accordance
with the Company’s payroll practices. On the Transition Date, Mr. Freeburg’s outstanding equity awards scheduled to vest
during the 24-month period following the Transition Date accelerated and became fully vested on such date, and any stock options exercisable
into a total of 50,000 shares of common stock of the Company that have vested on the Transition Date will remain exercisable until the
90th day following the Consulting Termination Date (as defined below). In addition, Mr. Freeburg remains eligible to continue
participation in the Company’s health and dental benefit plans for the six-month period following the Transition Date, or if earlier,
through the date Mr. Freeburg becomes eligible for other group health coverage in connection with new employment, provided he has properly
and timely elected to continue such coverage under the Company’s plans. The Consulting Agreement includes general releases of claims
by Mr. Freeburg in favor of the Company and certain Released Parties (as defined therein), and mutual non-disparagement obligations on
Mr. Freeburg and on the Company. Mr. Freeburg remains subject to the Confidential Information, Non-Disclosure, Non-Competition, Non-Solicitation,
and Rights to Intellectual Property Agreement, dated as of February 1, 2021, entered into with the Company. The Consulting Agreement
commences on the Transition Date and terminates no earlier than January 30, 2023 and no later than March 30, 2023 (subject to extension
upon mutual agreement by the parties) (the “Consulting Term”, and the termination date of the Consulting Term, the “Consulting
Termination Date”). In consideration for Mr. Freeburg’s consulting services, the Company will pay Mr. Freeburg a monthly
fee of $6,000 and reimburse reasonable expenses incurred by Mr. Freeburg in the performance of such consulting services, in accordance
with the Company’s expense reimbursement policy. During the Consulting Term, Mr. Freeburg will not be required to devote, on average,
more than twenty percent of his time (or approximately eight hours per week) in providing consulting services to the Company. In addition,
during the Consulting Term, Mr. Freeburg may enter into other consulting agreements or arrangements or seek and obtain full-time employment
or consulting assignments from other companies or individuals.
The
foregoing summary of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Interpace
Biosciences, Inc. |
|
|
|
|
By: |
/s/
Thomas W. Burnell |
|
Name: |
Thomas
W. Burnell |
|
Title: |
President
and Chief Executive Officer |
Date:
October 4, 2022
Interpace Biosciences (NASDAQ:IDXG)
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から 8 2024 まで 10 2024
Interpace Biosciences (NASDAQ:IDXG)
過去 株価チャート
から 10 2023 まで 10 2024