Item 1.01 Entry into a Material Definitive Agreement.
The description of the matters included under Item 5.02 are incorporated into
this Item 1.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2022, Ampersand 2018 Limited Partnership ("Ampersand"), a holder
of Series B Preferred Stock of Interpace Biosciences, Inc. (the "Company"),
notified the Company that Eric B. Lev, a designee of Ampersand on the Board of
Directors ("Board") of the Company, would be resigning as a director of the
Company effective February 1, 2022. On January 23, 2022, Mr. Lev advised the
Company of his resignation as a director effective February 1, 2022. Mr. Lev did
not advise the Company of any disagreement with the Company on any matter
relating to its operations, policies or practices.
On January 21, 2022, Ampersand also notified the Company that it had designated
Dr. Vijay Aggarwal as a director to replace Mr. Lev on the Company's Board,
effective February 1, 2022. Dr. Aggarwal's designation was approved by the
Company's Nominating and Corporate Governance Committee and Board of Directors.
Dr. Aggarwal has over thirty years of experience in both pharmaceutical services
and clinical diagnostics. In addition to serving as Managing Partner of The
Channel Group, Dr. Aggarwal provides strategic advisory services to companies
with operations or investments in the clinical diagnostics, molecular diagnostic
and anatomic pathology sectors. Dr. Aggarwal has previously served as CEO of
Vaxigenix, a pharmaceutical company developing vaccine treatments for colorectal
cancer, as President and CEO of Aureon Laboratories, Inc., a predictive
pathology company offering advanced tissue analysis services to practicing
physicians and the pharmaceutical industry, as President of AAI Development
Services, Inc., a global contract research and development services company
serving the pharmaceutical and biotech industries, and as President of Quest
Diagnostic Ventures, where he had responsibility for new technology, new
business models, clinical trials testing, and direct-to-consumer strategies.
Earlier in his career, Dr. Aggarwal held many positions with SmithKline Beecham
Clinical Laboratories ("SBCL"), the clinical laboratory operations of SmithKline
Beecham plc, including direct responsibility for all of SBCL's U.S.-based
laboratories as Executive Vice President of Laboratories, responsibility for
reimbursement as Vice President of Managed Care and several General Management
assignments.
On January 21, 2022, Dr. Aggarwal entered into an agreement (the "Agreement")
with the Company confirming his appointment as a director of the Company
effective February 1, 2022. Dr. Aggarwal will be a Class I director of the Board
and will serve until the Company's 2022 annual meeting of stockholders, until
his respective successor is elected and qualified, or until his earlier death,
resignation or removal. The Agreement also provides for Dr. Aggarwal to become
Chair of the Board's Regulatory Compliance Committee and a member of the Board's
Nominating and Corporate Governance Committee. Dr. Aggarwal would be replacing
Mr. Lev on both committees.
The Agreement further provides that in connection with his service on the
Company's Board and committees, Dr. Aggarwal will receive compensation in
accordance with the Company's previously disclosed non-employee director
compensation program set forth in the Company's proxy statement dated September
27, 2021, including an annual director's fee of $50,000 payable quarterly in
arrears, representing $40,000 for service as a director and $10,000 for service
as Chair of the Regulatory Compliance Committee. In addition, on February 1,
2022, Dr. Aggarwal will be granted a stock option pursuant to the Company's 2019
Equity Incentive Plan to purchase 28,000 shares of the Company's common stock at
the fair market value on such date. There are no family relationships between
Dr. Aggarwal and other directors or executive officers of the Company. Except as
described above and as previously reported in the Company's Current Reports on
Form 8-K filed January 14, 2020 and January 17, 2020, respectively, relating to
Ampersand's director designation rights as a holder of Series B Convertible
Preferred Stock, which are, in each case, incorporated by reference into this
Item 5.02, there are no related party transactions as of the date hereof between
Dr. Aggarwal and the Company that would require disclosure under Item 404(a) of
Regulation S-K. In connection with his appointment and election to the Board,
the Company and Dr. Aggarwal will enter into the Company's standard form of
indemnification agreement.
Item 7.01 Regulation FD Disclosure.
On January 27, 2022, the Company issued a press release announcing Dr.
Aggarwal's appointment to the Board and Mr. Lev's resignation from the Board
discussed above in Item 5.02. 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 of 1933, as
amended, 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
10.1 Agreement, dated January 21, 2022, between Dr. Vijay Aggarwal
and Interpace Biosciences, Inc.
99.1 Press Release dated January 27, 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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INTERPACE BIOSCIENCES, INC. 
