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) : October 11, 2016
Interpace Diagnostics Group , Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
000-24249 |
22-2919486 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Morris Corporate Center 1, Building A
300 Interpace Parkway
Parsippany, NJ 07054
(Address, including zip code, of Principal Executive Offices)
(862) 207-7800
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5 .0 2 . |
Departu re of Directors or Certain Offi cers; Election of Directors; Appoi ntment of Certain Offi cers; Compensatory Arrangements of Certain Offi cers. |
On October 11, 2016, James Early was appointed as the Chief Financial Officer of Interpace Diagnostics Group, Inc. (the “Company”). Mr. Early, age 62, will serve as the Company’s principal financial officer and principal accounting officer. Since August 29, 2016, the Company had engaged Mr. Early as a consultant to perform the role of interim chief financial officer.
Mr. Early previously served as the Interim and subsequently permanent Chief Financial Officer of AbGenomics International Inc., a clinical stage drug development company with a product pipeline in immunology and oncology, from September 2015 to July 2016. Mr. Early also previously served as the Chief Financial Officer of Zebec Therapeutics, LLC (the successor to Quadrant Pharmaceuticals LLC), a privately held specialty pharmaceutical company , from October 2014 to September 2015. In addition, Mr. Early has provided interim chief financial officer and business development services for pharmaceutical, life science and other similar companies as a sole proprietor from August 2009 to December 2013 and through Early Financial Consulting, LLC (“Early Financial”) from January 2014 to the present. Prior to his consulting role, Mr. Early was Senior Vice President of Finance and Administration for Synageva BioPharma, an orphan drug development company, from February 2006 to January 2009. Mr. Early is a Certified Public Accountant and has an MBA in Finance and Accounting.
On October 11, 2016, the Company entered into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Early that is substantially the same as the indemnification agreements entered into by the Company and its directors and other executive officer. The Indemnification Agreement supplements the indemnification provisions already contained in the Company’s certificate of incorporation and generally provides that the Company will indemnify Mr. Early to the fullest extent permitted by law, subject to certain exceptions, against expenses, judgments, fines and other amounts incurred in connection with his service as an executive officer. The Indemnification Agreement also provides for rights to advancement of expenses and contribution. The obligations of the Company under the Indemnification Agreement continue after Mr. Early has ceased to serve as an executive officer of the Company. The foregoing description of the Indemnification Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the form of the Company’s indemnification agreement for its directors and executive officers, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on August 8, 2016 and is incorporated herein by reference.
Except as described below, there are no arrangements or understandings between Mr. Early and any other persons pursuant to which he was selected and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no family relationship between Mr. Early and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer that would require disclosure pursuant to Item 401(d) of Regulation S-K.
In addition, the Company entered into a Management Engagement Letter effective October 11, 2016 with Early Financial (the “Engagement Letter”) pursuant to which Early Financial will provide Mr. Early to perform the requisite services sufficient to enable Mr. Early to serve as the Company’s principal financial officer and principal accounting officer on behalf of the Company as Chief Financial Officer. Mr. Early is the sole member of Early Financial. Under the Engagement Letter, Early Financial will receive an hourly rate of $250 per hour for the first 30 hours per week and $200 per hour for time in excess of 30 hours per week, plus expenses. In general, either party may terminate the Engagement Letter by giving 30 days written notice to the other party . Early Financial shall be entitled to all unpaid fees and expenses in the event the Engagement Letter is terminated. In addition, the Engagement Letter requires the Company to indemnify Early Financial for certain losses that Early Financial sustains with respect to its provision of services or association with the Company and to indemnify Mr. Early with respect to third party claims through coverage under the Company’s insurance policy covering its officers and directors .
The foregoing description of the Engagement Letter is not complete and is subject to and qualified in its entirety by reference to the full text of the Engagement Letter, 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
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Exhibit Number |
Description |
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10.1 |
Management Engagement Letter, effective as of October 11, 2016, by and between Early Financial Consulting, LLC and Interpace Diagnostics Group, Inc. |
signatureS
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.
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Interpace Diagnostics Group, Inc. |
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Date: October 14, 2016 |
By: /s/ Jack E. Stover Name: Jack E. Stover Title: President and Chief Executive Officer |
EXHIBIT INDEX
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Exhibit Number |
Description |
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10.1 |
Management Engagement Letter, effective as of October 11, 2016, by and between Early Financial Consulting, LLC and Interpace Diagnostics Group, Inc. |
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Early Financial Consulting, LLC
447 E. Prospect Ave, State College, PA 16801
Telephone: 610-517-1300
Email: jim@earlycfo.com
Exhibit 10.1
MANAGEMENT ENGAGEMENT LETTER
October 11 , 20 1 6
Jack E. Stover
President and CEO
In terp ac e Diagnostics Group, Inc.
300 Interpace Par kway
Pars ippan y, NJ 07054
Dear Jack:
This letter i s to confirm our und e r stand in g of th e t e rm s and obj ec tive s of our engagement and th e natur e and limita tio n s of the management serv ic es we will provide. It is our under s tandin g that Interpace Diagno s tics Group, Inc. , a publicl y listed molecular dia g no s ti c co mpany (the "Com pan y"), is in need of a CFO . Ear l y Financia l Consult in g, LLC, a Penn sy l van i a Limited Liabilit y Co mp any (EFC), i s in the busin ess of prov id ing CFO an d other mana ge ment s ervice s, parti cu larl y to healthcar e and profe ss ion a l serv ice companie s . The effective date of thi s lett er is agreed t o be October 11, 20 1 6.
Belo w i s a s ummary of th e engagement:
1. Scope of Work - Ear l y F inan c i a l Cons ultin g (EFC) wi ll prov i de Jame s Ear l y to perform th e requi s it e outsourced finance and accounting services s u ffic ie nt to be ena bl e Ear l y to execute corporate documents as t h e Principal Fi n ancia l Officer that are period i cally fil e d with the Securities and Exchange Commission (SEC) and other re l ated documents on b e half of the C lient as Chief Financial Officer.
2. Fees Schedule - Profe ss ional fees under thi s agreement w ill be charged at the hourl y rate of $250 per hour for the fir st 30 hour s per week and $200 per hour for time in excess of 30 hour s per week . EFC s hall be re s ponsible for a ll taxes ar i s in g from compensation and oth e r amounts pa id unde r this en gag ement l etter and neither federa l , s t ate , nor local in co m e taxes sh all b e withheld or paid by th e Co mpan y on b e half of EFC.
3. Weekl y in voices are due wit hin 15 day s of presentment. EFC reserve th e ri g ht to sus p e nd serv i ces o r to withdraw from thi s e n gagement in th e event that any in voices are deem e d de linqu ent. In th e eve nt that an y co ll ec tion action i s required to collect unpaid balances due , the Company agrees to reimburse EFC for cost s of co ll ect i o n , including attorneys' fees . If EFC elects to t e rminate its services for nonpayment, the engagement will be deemed to ha v e been completed upon written notification of termination and the Company will be obligated to compensate E FC through the date of termination.
Page 1
Early Financial Consulting, LLC
447 E. Prospect Ave, State College, PA 16801
Telephone: 610-517-1300
Email: jim@earlycfo.com
4. Expenses will be invoiced including local travel
5. Client Data - EFC will depend on Company data and assume that the Company has provided comp let e and accurate data in order to fully inform EFC in preparation to s i gn as Principal Financial Officer.
6. Insurance -E FC will be covered under the Company Director and Officer insurance policy
7. Independent Contractor - EFC shall not be deemed an employee
8. Limitation of Liability; Ind e mnification. In the event that we are or may be obligated to pay any cost, settlement , judgment, fine, penalty, or sim ilar award or sanction ( collectively, "L osses") as a re s ult of a claim, inve s tigation , or other proceeding instituted by any third party for an y reason with respect to these services or for an y association with the Company, direct or indirect , you agree to indemnify us, defend u s, and hold us harmless as against such obligation except for any Losses that are judicially determined to have resulted from our bad faith , wi ll ful misconduct or gross negligence. Additionally, Company shall indemnify Jim Ear l y with respect to all third part y claims by means of a Company D&O policy and shall cause Company insurance carrier to provide a certificate to him , as evidence thereof, both initially and as renewed .
9. Termination -E ither party may terminate the agreement by giving 30 days written notice except a s otherwise provided within this Agreement. EFC shall be e ntitled to all unpaid fees and expenses
10. Governing Law - New Jersey
11. Miscellaneous - entire agreement and is not assignable unle ss consented to in writing by EFC
12. W-9 will be attached to the agreement
EFC is authorized to speak for and represent the Company in any commercially reasonable manner within the gu ideline s of this Agreement, however , EFC i s not authorized to obligate the Company without the prior written consent of the Company.
It is our policy to retain engagement documentation for a p e riod of seve n years, after which time we will commence the proce ss of destroying the contents of our engagement files. To the extent we accumulate any of your original records during the engagement , those documents will be returned to you promptly upon completion of the engagement, and you will provide us with a receipt for the return of such records.
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EFC Management Engagement Letter |
Page 2 |
Early Financial Consulting, LLC
447 E. Prospect Ave, State College, PA 16801
Telephone: 610-517-1300
Email: jim@earlycfo.com
In the event we are required to respond to a su bpoena, court order or other legal process for the production of document s and /o r testimony relative to i nformation we obtained and/or prepared during the course of thi s engagement, you agree to compensate us at our standard hourly rates then existing for the time we expend in connection with suc h re spo nse , and to reimburse u s for all of our out-of-pocket costs incurred in that regard.
Any dispute (other than our efforts to collect an outstanding invoice) that may arise regarding the meaning, performance or enforcement of this engagement or any prior engagement that we hav e performed for yo u , will, prior to resorting to litiga tio n, b e s ubmitted to mediation , and the partie s will engage in the mediation process in good faith. Any mediation initiat ed as a result of thi s engagement s hall be administered within the county of Mercer, New Jersey by the American Arbitration Association, according to its mediation rules, and any ensuing liti gat ion shall be conducted within s aid county, according to New Jerse y law. The re su lts of any such mediation shall be binding only upon agreement of eac h party to be bound. The costs of any mediation proceeding ( other than professional fees incurred by each part y) shall be borne by the Company.
Any litigation arising out of thi s engagement, except actions by u s to enforce payment of our professional in voices, must be asserted within one year from the date any such cause of action accrues, or within three years from the completion of the engagement, whichever i s earlier , notwithstanding any statuto ry provision to the contrary. In the eve nt of litigation brought against us, any jud g ment you obtain s hall be limited in amount, and shall not exceed the amount of the previous six months fees charged by u s, and paid b y you, for the s ervices set forth in this engagement letter.
This e n gage ment letter i s contractua l in nature, and includ es all of the relevant terms that wi ll gove rn the engagement for w hich it ha s been prepared. The terms of this letter supersede any prior oral or written representations or commitments by or between the parties. Any material changes or additions to th e terms se t forth in this letter will only become effective if evidenced by a written a mendment to this letter , s i gned b y all of the partie s.
If, after full consideration and consultation with counsel if so desired , you agree that the foregoing terms shall govern thi s engagement, ple ase s i gn the copy of this letter in the space provided and r eturn the original s i g ned l etter to m e, keeping a fully-executed copy for your records.
Thank you for your attent i on to this matter, and please contact me with any questions that you may ha ve.
Very truly yours,
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Early Financial Co n su lting , LLC |
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/s/ James Early |
October 12 , 2016 |
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B y: Jame s Early |
Date |
| Member |
ACCEPTED AND AGREED:
Interpace Diagnostic s Group, Inc .
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/s/ Jack E. Stover |
October 12, 2016 |
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By: Jack Stover |
Date |
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Its: CEO |
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EFC Management Engagement Letter |
Page 3 |