SEC Form SC 13D/A filed by Interpace Biosciences, Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

INTERPACE BIOSCIENCES, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

46062X 303

(CUSIP Number)

1315 Capital II, L.P.

1315 Capital Management II, LLC

2929 Walnut Street, Suite 1240

Philadelphia, PA 19104

Telephone: (215) 662-1315

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 1, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) supplements and amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2020, as amended by Amendment No. 1 thereto filed with the SEC on April 30, 2020, Amendment No. 2 thereto filed with the SEC on January 21, 2021 and Amendment No. 3 thereto filed with the SEC on May 20, 2021 (as so amended, the “Prior Statement” and, as supplemented and amended by this Amendment No. 4, the “Statement”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Prior Statement. Except as specifically supplemented and amended by this Amendment No. 4, items in the Prior Statement remain unchanged.

This Amendment No. 4 is being filed to report that, on November 1, 2021, the Issuer (i) paid off the Secured Promissory Note dated January 7, 2021 (the “Original Note”), by and between the Issuer and 1315 Capital II, L.P., a Delaware limited partnership (“1315 Capital”), as amended by the Note Amendment (the “Note Amendment”) dated May 10, 2021, by and between the Issuer and 1315 Capital, and further amended by subsequent amendments (the Original Note, as so amended, the “Note”), and (ii) the Issuer and Ampersand 2018 Limited Partnership, a Delaware limited partnership (“Ampersand”) terminated the related Security Agreement dated January 7, 2021 (the “Original Security Agreement”), by and between the Issuer and Ampersand, as amended by the Security Agreement Amendment dated May 10, 2021, by and between the Issuer and Ampersand (the Original Security Agreement, as amended by the Security Agreement Amendment, the “Security Agreement”).

Item 6 of the Prior Statement is hereby amended and supplemented to include the following:

On January 7, 2021, the Issuer entered into the Original Note with 1315 Capital pursuant to which 1315 Capital made a loan to the Issuer in a principal amount equal to $2.0 million. On May 10, 2021, the Issuer entered into the Note Amendment with 1315 Capital to increase the principal amount of the Original Note to $3.0 million. The rate of interest on the Note remained equal to eight percent (8.0%) per annum and its maturity date remained the earlier of (a) June 30, 2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Note. No interest payments were due on the Note until its maturity date. Thereafter, the Issuer and 1315 Capital entered into additional amendments to extend the maturity date of the Note to October 31, 2021. On November 1, 2021 (the next succeeding business day after Sunday, October 31, 2021), the Issuer paid off the Note in its entirety. In connection with the payoff of the Note, the Issuer and Ampersand terminated the Security Agreement.

The foregoing descriptions of the Original Note, the Original Security Agreement, the Note Amendment and the Security Agreement Amendment are qualified in their entirety by reference to the full text of the Original Note, the Original Security Agreement, the Note Amendment and the Security Agreement Amendment which are filed as Exhibits 2, 3, 4 and 5 to this Amendment No. 4, respectively, and are incorporated herein by reference in their entirety.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2021