Subsequent Event (Notes) |
9 Months Ended | ||||
|---|---|---|---|---|---|
Sep. 30, 2015 | |||||
| Subsequent Event [Line Items] | |||||
| Subsequent Events [Text Block] |
Asset Sale
On October 30, 2015, the Company entered into an Asset Purchase Agreement, or the Asset Purchase Agreement, with Publicis Touchpoint Solutions, Inc., an indirect wholly owned subsidiary of Publicis Groupe S.A., or the Buyer. Pursuant to the Asset Purchase Agreement, the Company will sell to the Buyer substantially all of the assets, the goodwill and ongoing business comprising the Commercial Services segment, and the Buyer will assume certain specified liabilities, upon the terms and subject to the conditions of the Asset Purchase Agreement (Asset Sale).
At the closing of the Asset Sale, the Buyer will pay the Company (i) $25,780,895 in cash plus (ii) up to$7.1 million upon the occurrence of certain events specified in the Asset Purchase Agreement, which aggregate closing payment will be subject to a working capital adjustment as provided in the Asset Purchase Agreement. In addition, the Company is entitled to receive an additional payment based on an earn-out arrangement equal to one-third of all revenues generated by the Commercial Services segment under certain specified contracts and client relationships in 2016, less the amount paid to the Company at the closing of the Asset Sale.
The Asset Sale and the Asset Purchase Agreement have been unanimously approved by the Company's Board of Directors. The Company is calling for and holding a meeting of its stockholders to authorize the Asset Sale.
The Asset Purchase Agreement may be terminated under certain circumstances, including, but not limited to, by either party if the closing of the Asset Sale does not occur by January 31, 2016, and the Company may be required to pay a termination fee equal to 3.5% of the amount payable to the Company at the closing of the Asset Sale if the Asset Purchase Agreement is terminated under certain circumstances as set forth in the Asset Purchase Agreement.
In connection with the entry into the Asset Purchase Agreement on October 30, 2015, certain of the Company's stockholders, including the Company's executive officers, entered into voting agreements with the Buyer pursuant to which, among other things, they agreed, subject to certain conditions, to vote certain shares of the Company's common stock owned beneficially or of record by them and representing approximately 46% in the aggregate of the Company's shares of common stock outstanding as of October 7, 2015, in favor of the authorization of the Asset Sale pursuant to the Asset Purchase Agreement at a special meeting of the stockholders.
Following the Asset Sale, the Company will be focused on developing and commercializing molecular diagnostic tests.
Sales Agreement
On November 2, 2015, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the Sales Agreement) with Cantor Fitzgerald & Co. (Cantor), pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share (the Program Shares), having an aggregate offering price of up to $5,000,000 from time to time through Cantor as the Company's sales agent, subject to the limitations set forth in the Sales Agreement.
Under the Sales Agreement, Cantor may sell the Program Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, but not limited to, sales made directly on The NASDAQ Global Market, on any other existing trading market for the Program Shares or to or through a market maker. Cantor has agreed in the Sales Agreement to use its commercially reasonable efforts to sell the Program Shares in accordance with the Company’s instructions (including any price, time or size limit or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of the Program Shares under the Sales Agreement.
The offering of the Program Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement. The Sales Agreement may be terminated by Cantor or the Company at any time upon ten days’ notice to the other party, or by Cantor at any time in certain circumstances, including the occurrence of a material adverse change with respect to the Company.
The Company will pay Cantor a commission of 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Cantor with customary indemnification and contribution rights.
The Program Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3, (File No. 333-207263), previously filed with SEC on October 2, 2015, as amended on October 7, 2015, and declared effective by the SEC on October 9, 2015.
To date, we have issued 4,000 shares for net proceeds of $6,354 under the Sales Agreement.
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