On July 15, 2019, the Company, Interpace BioPharma, Inc., a newly formed and wholly owned subsidiary of the Company (“Buyer”), CGI, Gentris, LLC, a wholly owned subsidiary of CGI (“Gentris”) and Partners for Growth IV, L.P., a secured creditor of CGI (“PFG” or “Seller”), entered into and closed on a Secured Creditor Asset Purchase Agreement (the “Asset Purchase Agreement”) to acquire the assets and assume certain liabilities relating to CGI’s and Gentris’ BioPharma Business for $23.5 million less certain closing adjustments of $1.98 million.

The BioPharma Business provides pharmaceutical and biotech companies and non-profit entities performing clinical trials with lab testing services for patient stratification and treatment selection through an extensive suite of molecular and biomarker-based testing services, DNA- and RNA- extraction and customized assay development and trial design consultation.

Concurrent with the closing of the Asset Purchase Agreement, Ampersand 2018 Limited Partnership (“Ampersand”), a fund managed by Ampersand Capital Partners, agreed to provide up to $27.0 million of preferred stock (“Preferred Stock”) financing, which will be funded under two tranches (the “Financing Agreement”) to the Company in connection with the acquisition of the BioPharma Business. Under the terms of the Financing Agreement at the initial closing and first tranche the Company issued an aggregate of $14.0 million of Preferred Stock and under a second tranche, upon Interpace shareholder approval as required under the rules of the Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”) and satisfaction of other customary conditions, funding of an additional $13.0 million of Preferred Stock is anticipated.

At the closing the Company used the proceeds from the initial tranche of the Preferred Stock financing and paid $13.8 million. Additionally, Buyer issued a subordinated seller note to CGI in the amount of $7,692,300, which matures upon the earlier of three years from issuance or consummation of the second closing. Such note contains an interest rate of 6%.

Subsequent to June 30, 2019, the Company has drawn $3.4 million of the $4.0 million of available funds under its Revolving Line; $250,000 of the Line of Credit has been used to secure the issuance of a standby letter of credit by SVB. As such, the amount available under the line is $3.75 million and there is currently $325,000 remaining available under the Revolving Line. The funds drawn were used in conjunction with the acquisition of the BioPharma Business of CGI.