What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-04-01 · 1230 added, 1536 removed, 292 unchanged (90% of the section changed)

1 unchanged sentence

Controls and Procedures

of the end of the period covered by this report, the Company’s management, with the participation of the Chief Executive

Officer (“CEO”) and Chief Financial Officer (“CFO”), carried out an evaluation of the effectiveness of

the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).

upon that evaluation, the CEO and CFO concluded at that time that the Company’s disclosure controls and procedures

were ineffective as of the end of the period covered by this report.

Biosciences, Inc.

Report on Form 10-K

light of the restatement of the Company’s consolidated financial statements for the years ended December 31, 2019 and 2018

relating to the amortization and the impairment of certain intangible assets, the Company’s management, with the participation

of the CEO and the CFO, have reevaluated the Company’s disclosure controls and procedures as of December 31, 2020,

including whether the errors identified were the result of a material weakness in the Company’s internal control over financial

Based on this assessment, management identified a material weakness in the Company’s internal control over financial

reporting related to properly identifying all the events that could trigger an asset impairment.

The Company did not properly

amend policies and procedures associated with its valuation process for asset impairment, specifically for intangible assets,

and as a result failed to develop appropriate control activities to adequately respond to the triggering events identified.

a result, the CEO and CFO concluded that the disclosure controls and procedures were not effective as of December 31, 2020

as a result of this material weakness.

Plan - The Company plans to amend its control activities designed to mitigate the significant risks identified, including

updating its policies and procedures regarding the recognition of asset impairments, specifically to review the procedures identifying

and considering all outside triggering events that can cause such impairments.

The Company believes implementation of these processes

and appropriate testing of their effectiveness will remediate this material weakness.

Management’s

principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures as

of December 31, 2021.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company

that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the

Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s

rules and forms.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

Disclosure controls and procedures include, without limitation, controls and

procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the

Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial

officers, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, our principal executive

officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period

covered by this Annual Report on Form 10-K.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is

defined in Exchange Act Rule 13a-15(f).

internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and

the circumvention or overriding of controls.

Further, because of changes in conditions, the effectiveness of internal controls

may vary over time.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Accordingly, even those systems determined to be effective can provide us only with reasonable assurance with respect to financial

statement preparation and presentation.

internal control system was designed to provide reasonable assurance to our management and Board regarding the preparation and

fair presentation of published financial statements.

Management evaluated the effectiveness of our internal control over financial

reporting using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal

Control —

Integrated Framework in 2013.

Management, under the supervision and with the participation of our Chief Executive

Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December

31, 2020 and concluded that it is effective to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with U.S.

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed under the supervision and

with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with accounting principles generally accepted in the United States of America.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

of December 31, 2021, under the supervision and with the participation of our management, including our principal executive officer

and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based

on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Based on this assessment, our management concluded that, as of December 31, 2021, our internal control

over financial reporting was effective based on those criteria.

in Internal Control over Financial Reporting

were no changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially

affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Termination of a Material Definitive Agreement.

March 31, 2021, the Company terminated the Office Lease Agreement dated October 9, 2007, by and between the Company and Meadows

Landmark, LLC (“Landlord”) (as amended, the “Rutherford Lease”) for the Company’s laboratory

facility at Meadows Office Complex, 201 Route 17 North, Rutherford, New Jersey.

section 7 of the Rutherford Lease, the Company may exercise a Termination Option (as

defined therein) to terminate the Rutherford Lease as of the Early Termination Date (as

defined therein) by delivering a notice to the Landlord no more than 12 months prior

to the Early Termination Date (the “Termination Notice”) and by paying a

termination fee of $188,185.38 (the “Termination Fee”).

As previously disclosed

by the Company, the Company provided the Termination Notice and paid the Termination

Fee to the Landlord on March 27, 2020.

The foregoing description

of the Termination Notice is qualified in its entirety by reference to the full text of such agreement which is filed as Exhibit

10.73 to this Annual Report on Form 10-K and is incorporated by reference in its entirety.

has been no change in our internal control over financial reporting during the quarter ended December 31, 2021 that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

relating to directors and executive officers of the registrant that is responsive to Item 10 of this Annual Report on Form

10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2021 annual meeting of stockholders

and such information is incorporated by reference herein.

Biosciences, Inc.

Report on Form 10-K

relating to executive compensation of the registrant that is responsive to Item 11 of this Annual Report on Form 10-K will

be included in an amendment hereto or will be included in our Proxy Statement for our 2021 annual meeting of stockholders,

and such information is incorporated by reference herein.

relating to directors and executive officers of the registrant that is responsive to Item 10 of this Annual Report on Form 10-K will

be included in an amendment hereto or will be included in our Proxy Statement for our 2022 annual meeting of stockholders and such

information is incorporated by reference herein.

relating to executive compensation of the registrant that is responsive to Item 11 of this Annual Report on Form 10-K will be included

in an amendment hereto or will be included in our Proxy Statement for our 2022 annual meeting of stockholders, and such information

is incorporated by reference herein.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

relating to security ownership of certain beneficial owners and management of the registrant that is responsive to Item 12

of this Annual Report on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for

our 2021 annual meeting of stockholders and such information is incorporated by reference herein.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

relating to certain relationships and related transactions of the registrant that is responsive to Item 13 of this Annual

Report on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2021 annual

relating to security ownership of certain beneficial owners and management of the registrant that is responsive to Item 12 of this

Annual Report on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2022 annual

meeting of stockholders and such information is incorporated by reference herein.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

relating to certain relationships and related transactions of the registrant that is responsive to Item 13 of this Annual Report

on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2022 annual meeting of stockholders

and such information is incorporated by reference herein.

ACCOUNTING FEES AND SERVICES

relating to principal accounting fees and services of the registrant that is responsive to Item 14 of this Annual Report on

Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2021 annual meeting of

stockholders and such information is incorporated by reference herein.

relating to principal accounting fees and services of the registrant that is responsive to Item 14 of this Annual Report on Form

10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2022 annual meeting of stockholders

and such information is incorporated by reference herein.

FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this Form 10-K:

Statements –

See Index to Financial Statements on page F-1 of this Form 10-K.

Statements – See Index to Financial Statements on page F-1 of this Form 10-K.

Statement Schedule

Valuation and Qualifying Accounts

other schedules are omitted because they are not applicable or the required information is shown in the financial statements or

notes thereto.

Biosciences, Inc.

Report on Form 10-K

Purchase Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference

to Exhibit 2.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the

SEC on November 5, 2014.

Purchase Agreement, dated as of October 30, 2015, by and between Publicis Touchpoint Solutions, Inc.

and PDI, Inc., incorporated

by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 2, 2015.

Creditor Asset Purchase Agreement, dated July 15, 2019, by and among Interpace BioPharma, Inc., Cancer Genetics, Inc., Interpace

Diagnostics Group, Inc.

and Partners for Growth IV, L.P., incorporated by reference to Exhibit 2.1 of the Company’s

Current Report on Form 8-K, filed with the SEC on July 19, 2019.

version of Certificate of Incorporation of Interpace Biosciences, Inc., as amended by the Certificate of Amendment, effective

January 15, 2020, and the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred

Stock, filed January 17, 2020, incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K

for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

and Restated Bylaws of Interpace Biosciences, Inc., incorporated by reference to Exhibit 3.2 of the Company’s Current

Report on Form 8-K, filed with the SEC on November 14, 2019.

of Securities, filed herewith.

Certificate Representing the Common Stock, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement

on Form S-3 (File No.

333-227728), filed with the SEC on October 5, 2018.

of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K,

filed with the SEC on January 20, 2017.

of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K,

as amended, filed with the SEC on March 24, 2017.

of PreFunded Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Current Report

on Form 8-K, filed with the SEC on June 21, 2017.

of Underwriters’

Warrants, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K,

filed with the SEC on June 21, 2017.

of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K,

filed with the SEC on June 21, 2017.

of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K,

other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes

Asset Purchase Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 2.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

Asset Purchase Agreement, dated as of October 30, 2015, by and between Publicis Touchpoint Solutions, Inc.

and PDI, Inc., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 2, 2015.

Asset Purchase Agreement by and among the Company and Diamir Biosciences Corp.

dated March 16, 2021,incorporated by reference to Exhibit 2.1 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 11, 2021.

Conformed version of Certificate of Incorporation of Interpace Biosciences, Inc., as amended by the Certificate of Amendment, effective January 15, 2020, and the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, filed January 17, 2020, incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Amended and Restated Bylaws of Interpace Biosciences, Inc., incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2019.

of Securities, incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on

April 1, 2021.

Specimen Certificate Representing the Common Stock, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-3 (File No.

333-227728), filed with the SEC on October 5, 2018.

and Security Agreement, dated November 13, 2018, by and among Silicon Valley Bank, Interpace Diagnostics Group, Inc., Interpace

Diagnostics Corporation, and Interpace Diagnostics, LLC, incorporated by reference to Exhibit 4.9 of the Company’s Annual

Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

of Underwriter Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Current Report

on Form 8-K, filed with the SEC on January 29, 2019.

Seller Note of Interpace BioPharma, Inc., dated July 15, 2019, in favor of Cancer Genetics, Inc., incorporated by reference

to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 19, 2019.

and Restated 2004 Stock Award and Incentive Plan, incorporated by reference to Annex A of the Company’s definitive proxy

statement, filed with the SEC on August 14, 2017.

of Restricted Stock Unit Agreement for Employees, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly

Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

Biosciences, Inc.

Report on Form 10-K

of Restricted Stock Unit Agreement for Directors, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly

Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report

on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

of Incentive Stock Option Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on

Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

Diagnostics Group, Inc.

2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.1 of the Company’s quarterly

report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

to the Interpace Biosciences, Inc.

2019 Equity Incentive Plan, incorporated by reference to Exhibit 10.8 of the Company’s

quarterly report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on June 26, 2020.

of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2019 Equity Incentive Plan, incorporated

by reference to Exhibit 4.3 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019,

filed with the SEC on November 14, 2019.

of Interpace Biosciences, Inc.

2019 Equity Incentive Plan Restricted Stock Unit And Restricted Stock Unit Agreement, incorporated

by reference to Exhibit 10.9 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020, filed

with the SEC on June 26, 2020.

of Stock Option Grant Notice and Stock Option Agreement under the 2019 Equity Incentive Plan, incorporated by reference to

Exhibit 4.4 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the

SEC on November 14, 2019.

Diagnostics Group, Inc.

Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.2 of the Company’s quarterly

report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

Stock Option Agreement between Interpace Diagnostics Group, Inc.

and James Early, incorporated by reference to Exhibit 10.2

of the Company’s Current Report on Form 8-K, filed with the SEC on October 20, 2016.

Agreement between Interpace Diagnostics Group, Inc.

and James Early, effective as of March 16, 2018, incorporated by reference

to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC

on March 23, 2018.

and Consulting Agreement and General Release, dated January 29, 2020, by and between Interpace Biosciences, Inc.

Early, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on

January 31, 2020.

Agreement, dated as of January 29, 2020, by and between Interpace Biosciences, Inc.

and Fred Knechtel, incorporated by reference

to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2020.

Stock Option Agreement between Interpace Diagnostics Group, Inc.

Stover, incorporated by reference to Exhibit

10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 20, 2016.

and Restated Employment Agreement dated December 5, 2018, between the Company and Jack E.

Stover, incorporated by reference

to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2018.

Amendment to Amended and Restated Employment Agreement, dated January 29, 2020, by and between Interpace Biosciences, Inc.

Stover, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with

the SEC on January 31, 2020.

Separation Agreement between Interpace Diagnostics, LLC and Gregory Richard, effective as of March 25, 2015, incorporated

by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed

with the SEC on March 21, 2019.

Agreement, dated November 23, 2020, between Thomas W.

Burnell and Interpace Biosciences, Inc., incorporated by reference to

Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 25, 2020.

and Consulting Agreement and General Release, dated November 23, 2020, between Jack E.

Stover and Interpace Biosciences, Inc.,

incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November

of Indemnification Agreement by and between Interpace Diagnostics Group, Inc.

and its directors and executive officers, incorporated

by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2016.

of Indemnification Agreement by and between Interpace Biosciences, Inc.

and Indemnitee, incorporated by reference to Exhibit

10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on January 17, 2020.

Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference

to Exhibit 10.31 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with

the SEC on November 5, 2014.

Biosciences, Inc.

Report on Form 10-K

License Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference

to Exhibit 10.32 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with

the SEC on November 5, 2014.

Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference

to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with

the SEC on November 5, 2014.

dated August 13, 2014 by the Company in favor of Asuragen, Inc., incorporated by reference to Exhibit 10.34 of the Company’s

Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

Corporate Center Lease, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for

the quarter ended September 30, 2009, filed with the SEC on November 5, 2009.

Amendment to Lease, dated May 24, 2017, by and between Brookwood MC Investors, LLC, Brookwood MC II, LLC, and the Company,

incorporated by reference to Exhibit 10.52 of the Company’s Registration Statement on Form S-1 (333-218140), as amended,

filed with the SEC on June 13, 2017.

dated June 28, 2015, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference to Exhibit

10.42 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March

1 to Lease, dated September 18, 2007, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by

reference to Exhibit 10.43 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with

the SEC on March 5, 2015.

2 to Lease, dated August 29, 2008, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference

to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC

on March 5, 2015.

3 to Lease, dated April 8, 2009, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference

to Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC

on March 5, 2015.

4 to Lease, dated September 16, 2010, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by

reference to Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with

the SEC on March 5, 2015.

5 to Lease, dated September 15, 2011, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by

reference to Exhibit 10.47 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with

the SEC on March 5, 2015.

6 to Lease, dated March 5, 2014, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference

to Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC

on March 5, 2015.

7 to Lease, dated August 29, 2014, by and between WE 2 Church Street South LLC and JS Genetics, LLC, incorporated by reference

to Exhibit 10.49 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC

on March 5, 2015.

8 to Lease, dated December 31, 2019, by and between WE 2 Church Street South LLC and Interpace Diagnostics Lab Inc., ,

incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Agreement, dated March 31, 2017, by and between Saddle Lane Realty, LLC and the Company, incorporated by reference to Exhibit

10.53 of the Company’s Registration Statement on Form S-1 (333-218140), as amended on June 13, 2017.

Amendment, dated September 26, 2017, by and between Saddle Lane Realty, LLC and Interpace Diagnostics Corporation, incorporated

by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed

with the SEC on April 22, 2020, as amended from time to time

2 to Lease, dated March 15, 2018, between Saddle Lane Realty, LLC and Interpace Diagnostics Corporation, incorporated

by reference to Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed

with the SEC on March 23, 2018.

of Securities Purchase Agreement, dated January 20, 2017, by and between Interpace Diagnostics Group, Inc.

and certain purchasers

named therein, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the

SEC on January 20, 2017.

Agency Agreement, dated June 21, 2017, by and between Interpace Diagnostics Group, Inc.

and American Stock Transfer &

Trust Company, LLC, incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K, filed with

the SEC on June 21, 2017.

Biosciences, Inc.

Report on Form 10-K

of Warrant Exercise Agreement dated October 12, 2017, incorporated by reference to Exhibit 10.1 of the Company’s Current

Report on Form 8-K, filed with the SEC on October 12, 2017.

Purchase Agreement, dated July 15, 2019, by and between Interpace Diagnostics Group, Inc.

and Ampersand 2018 Limited Partnership,

incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on July 19,

Services Agreement, dated July 15, 2019, by and between Interpace BioPharma, Inc.

and Cancer Genetics, Inc., incorporated

by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 19, 2019.

of Voting Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with

the SEC on July 19, 2019.

Lease Agreement, dated October 9, 2007, by and between Meadows Office, L.L.C.

and Cancer Genetics, Inc., incorporated by reference

to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC

on April 22, 2020, as amended from time to time.

Amendment to Lease, dated October 30, 2017, by and between Meadows Landmark LLC and Cancer Genetics, Inc., incorporated by

reference to Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with

the SEC on April 22, 2020, as amended from time to time.

to Assignment, dated July 19, 2019, by and among Meadows Landmark LLC, Cancer Genetics, Inc., and Interpace BioPharma, Inc,

incorporated by reference to Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Agreement, dated June 12, 2004, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated

by reference to Exhibit 10.47 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed

with the SEC on April 22, 2020, as amended from time to time..

Amendment, dated October 21, 2004, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated

by reference to Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed

with the SEC on April 22, 2020, as amended from time to time.

Amendment to Lease, dated June 17, 2005, by and between Southport Business Park Limited Partnership and Gentris Corporation,

incorporated by reference to Exhibit 10.49 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Amendment to Lease, dated May 25, 2006, by and between Southport Business Park Limited Partnership and Gentris Corporation,

incorporated by reference to Exhibit 10.50 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Amendment to Lease, dated December 20, 2007, by and between Southport Business Park Limited Partnership and Gentris Corporation,

incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Amendment to Lease, dated June 15, 2009, by and between Southport Business Park Limited Partnership and Gentris Corporation,

incorporated by reference to Exhibit 10.52 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Amendment to Lease, dated June 3, 2010, by and between Southport Business Park Limited Partnership and Gentris Corporation,

incorporated by reference to Exhibit 10.53 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Amendment to Lease, dated October 26, 2010, by and between Southport Business Park Limited Partnership and Gentris Corporation,

incorporated by reference to Exhibit 10.54 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Amendment to Lease, dated July 27, 2011, by and between Southport Business Park Limited Partnership and Gentris Corporation,

incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Amendment to Lease, dated November 7, 2012, by and between Southport Business Park Limited Partnership and Gentris Corporation,

incorporated by reference to Exhibit 10.56 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Amendment to Lease, dated July 15, 2014, by and among Southport Business Park Limited Partnership, Gentris Corporation, and

Gentris, LLC, incorporated by reference to Exhibit 10.57 of the Company’s Annual Report on Form 10-K for the year ended

December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time..

Amendment to Lease, effective as of June 1, 2020, by and between Southport Business Park Limited Partnership and Interpace

Pharma Solutions, Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed

with the SEC on June 9, 2020.

of Lease, dated July 15, 2019, by and between Cancer Genetics, Inc.

and Interpace BioPharma, Inc., incorporated by reference

to Exhibit 10.58 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC

on April 22, 2020, as amended from time to time.

of Lease, dated July 15, 2019, by and between Interpace Diagnostics Group, Inc.

and Southport Business Park Limited Partnership,

incorporated by reference to Exhibit 10.59 of the Company’s Annual Report on Form 10-K for the year ended December 31,

2019, filed with the SEC on April 22, 2020, as amended from time to time.

Distribution Agreement, dated September 20, 2019, by and between Interpace Diagnostics Group, Inc.

Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 20, 2017.

Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, as amended, filed with the SEC on March 24, 2017.

Form of PreFunded Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2017.

Form of Underwriters’ Warrants, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2017.

Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2017.

Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2017.

Loan and Security Agreement, dated November 13, 2018, by and among Silicon Valley Bank, Interpace Diagnostics Group, Inc., Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC, incorporated by reference to Exhibit 4.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Form of Underwriter Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2019.

Subordinated Seller Note of Interpace BioPharma, Inc., dated July 15, 2019, in favor of Cancer Genetics, Inc., incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 19, 2019.

Amended and Restated 2004 Stock Award and Incentive Plan, incorporated by reference to Annex A of the Company’s definitive proxy statement, filed with the SEC on August 14, 2017.

Form of Restricted Stock Unit Agreement for Employees, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

Form of Restricted Stock Unit Agreement for Directors, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

Form of Incentive Stock Option Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

Interpace Diagnostics Group, Inc.

2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.1 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

Amendment to the Interpace Biosciences, Inc.

2019 Equity Incentive Plan, incorporated by reference to Exhibit 10.8 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on June 26, 2020.

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.3 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

Form of Interpace Biosciences, Inc.

2019 Equity Incentive Plan Restricted Stock Unit And Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.9 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on June 26, 2020.

Form of Stock Option Grant Notice and Stock Option Agreement under the 2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.4 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

Interpace Diagnostics Group, Inc.

Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.2 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

Employment agreement entered into May 10, 2021, effective February 1, 2021, between Thomas Freeburg and the Company, incorporated by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 11, 2021.

Severance agreement and General Release, dated January 31, 2021, by and between the Company and Fred Knechtel, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 4, 2021.

Incentive Stock Option Agreement between Interpace Diagnostics Group, Inc.

Stover, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 20, 2016.

Amended and Restated Employment Agreement dated December 5, 2018, between the Company and Jack E.

Stover, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2018.

First Amendment to Amended and Restated Employment Agreement, dated January 29, 2020, by and between Interpace Biosciences, Inc.

Stover, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2020.

Employment Agreement, dated November 23, 2020, between Thomas W.

Burnell and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 25, 2020.

Separation and Consulting Agreement and General Release, dated November 23, 2020, between Jack E.

Stover and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 25, 2020 .

Form of Indemnification Agreement by and between Interpace Diagnostics Group, Inc.

and its directors and executive officers, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2016.

Form of Indemnification Agreement by and between Interpace Biosciences, Inc.

and Indemnitee, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on January 17, 2020.

License Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 10.31 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

CPRIT License Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 10.32 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

Supply Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

Guaranty, dated August 13, 2014 by the Company in favor of Asuragen, Inc., incorporated by reference to Exhibit 10.34 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

Morris Corporate Center Lease, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 5, 2009.

First Amendment to Lease, dated May 24, 2017, by and between Brookwood MC Investors, LLC, Brookwood MC II, LLC, and the Company, incorporated by reference to Exhibit 10.52 of the Company’s Registration Statement on Form S-1 (333-218140), as amended, filed with the SEC on June 13, 2017.

Lease Agreement, dated March 31, 2017, by and between Saddle Lane Realty, LLC and the Company, incorporated by reference to Exhibit 10.53 of the Company’s Registration Statement on Form S-1 (333-218140), as amended on June 13, 2017.

First Amendment, dated September 26, 2017, by and between Saddle Lane Realty, LLC and Interpace Diagnostics Corporation, incorporated by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time

Amendment No.

2 to Lease, dated March 15, 2018, between Saddle Lane Realty, LLC and Interpace Diagnostics Corporation, incorporated by reference to Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 23, 2018.

Form of Securities Purchase Agreement, dated January 20, 2017, by and between Interpace Diagnostics Group, Inc.

and certain purchasers named therein, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on January 20, 2017.

Warrant Agency Agreement, dated June 21, 2017, by and between Interpace Diagnostics Group, Inc.

and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2017.

Form of Warrant Exercise Agreement dated October 12, 2017, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2017.

Securities Purchase Agreement, dated July 15, 2019, by and between Interpace Diagnostics Group, Inc.

and Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on July 19, 2019.

Transition Services Agreement, dated July 15, 2019, by and between Interpace BioPharma, Inc.

and Cancer Genetics, Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 19, 2019.

Form of Voting Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on July 19, 2019.

Consent to Assignment, dated July 19, 2019, by and among Meadows Landmark LLC, Cancer Genetics, Inc., and Interpace BioPharma, Inc, incorporated by reference to Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Lease Agreement, dated June 12, 2004, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.47 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Letter Amendment, dated October 21, 2004, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Second Amendment to Lease, dated June 17, 2005, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.49 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Third Amendment to Lease, dated May 25, 2006, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.50 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Fourth Amendment to Lease, dated December 20, 2007, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Fifth Amendment to Lease, dated June 15, 2009, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.52 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Sixth Amendment to Lease, dated June 3, 2010, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.53 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Seventh Amendment to Lease, dated October 26, 2010, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.54 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Eighth Amendment to Lease, dated July 27, 2011, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Ninth Amendment to Lease, dated November 7, 2012, by and between Southport Business Park Limited Partnership and Gentris Corporation, incorporated by reference to Exhibit 10.56 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Tenth Amendment to Lease, dated July 15, 2014, by and among Southport Business Park Limited Partnership, Gentris Corporation, and Gentris, LLC, incorporated by reference to Exhibit 10.57 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Eleventh Amendment to Lease, effective as of June 1, 2020, by and between Southport Business Park Limited Partnership and Interpace Pharma Solutions, Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 9, 2020.

Assignment of Lease, dated July 15, 2019, by and between Cancer Genetics, Inc.

and Interpace BioPharma, Inc., incorporated by reference to Exhibit 10.58 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Guaranty of Lease, dated July 15, 2019, by and between Interpace Diagnostics Group, Inc.

and Southport Business Park Limited Partnership, incorporated by reference to Exhibit 10.59 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Equity Distribution Agreement, dated September 20, 2019, by and between Interpace Diagnostics Group, Inc.

and Oppenheimer & Co.

Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on September

Purchase and Exchange Agreement, dated January 10, 2020, by and among Interpace Biosciences, Inc., 1315 Capital II, L.P.

Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form

8-K, filed with the SEC on January 14, 2020.

and Restated Investor Rights Agreement, dated as of January 15, 2020, by and among Interpace Biosciences, Inc., 1315 Capital

and Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.1 of the Company’s Current

Report on Form 8-K, filed with the SEC on January 17, 2020.

Agreement, dated April 7, 2020, by and between Ampersand 2018 Limited Partnership and Interpace Biosciences, Inc., incorporated

by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed

with the SEC on October 19, 2020.

Agreement, dated July 9, 2020, by and between Ampersand 2018 Limited Partnership and Interpace Biosciences, Inc., incorporated

by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed

with the SEC on October 19, 2020.

Agreement, dated April 2, 2020, by and between 1315 Capital II, L.P.

and Interpace Biosciences, Inc., incorporated by reference

to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC

on October 19, 2020.

Loan Modification Agreement, dated March 18, 2019, by and among Silicon Valley Bank, Interpace Diagnostics Group, Inc.

Interpace Biosciences, Inc.), Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC, incorporated by reference

to Exhibit 10.6 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC

on October 19, 2020.

and Second Loan Modification Agreement, dated October 19, 2020, by and among the Company, Interpace Diagnostics Corporation,

Interpace Diagnostics, LLC, Interpace Pharma Solutions, Inc.

and Silicon Valley Bank, incorporated by reference to Exhibit

4.3 of the Company’s Current Report on Form 8-K, filed with the SEC on October 23, 2020.

Lease Termination Notice to

Meadows Landmark, LLC for the Company’s laboratory facility at Meadows Office Complex, 201 Route 17 North, Rutherford,

New Jersey, effective March 31, 2021, filed herewith.

of the Registrant, incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year

ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on September 20, 2019.

Securities Purchase and Exchange Agreement, dated January 10, 2020, by and among Interpace Biosciences, Inc., 1315 Capital II, L.P.

and Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 14, 2020.

Amended and Restated Investor Rights Agreement, dated as of January 15, 2020, by and among Interpace Biosciences, Inc., 1315 Capital II, L.P.

and Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 17, 2020.

Support Agreement, dated April 7, 2020, by and between Ampersand 2018 Limited Partnership and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on October 19, 2020.

Termination Agreement, dated July 9, 2020, by and between Ampersand 2018 Limited Partnership and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on October 19, 2020.

Support Agreement, dated April 2, 2020, by and between 1315 Capital II, L.P.

and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on October 19, 2020.

First Loan Modification Agreement, dated March 18, 2019, by and among Silicon Valley Bank, Interpace Diagnostics Group, Inc.

(n/k/a Interpace Biosciences, Inc.), Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC, incorporated by reference to Exhibit 10.6 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on October 19, 2020.

Joinder and Second Loan Modification Agreement, dated October 19, 2020, by and among the Company, Interpace Diagnostics Corporation, Interpace Diagnostics, LLC, Interpace Pharma Solutions, Inc.

and Silicon Valley Bank, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, filed with the SEC on October 23, 2020.

Promissory Note entered into between the Company and Ampersand 2018 Limited Partnership, dated January 7, 2021,incorporated by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 11, 2021.

Promissory Note entered into between the Company and 1315 Capital II, L.P, dated January 7, 2021, incorporated by reference to Exhibit 10.4 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 11, 2021.

Security Agreement entered into between the Company and Ampersand 2018 Limited Partnership, dated January 7, 2021, incorporated by reference to Exhibit 10.5 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 11, 2021.

Amendment to Secured Promissory Note dated May 10, 2021 with Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 11, 2021.

Amendment to Secured Promissory Note dated May 10, 2021 with1315 Capital II, L.P., incorporated by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 11, 2021.

Amendment to Security Agreement dated May 10, 2021 by and between Ampersand 2018 Limited Partnership and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 11, 2021.

Second Amendment to Secured Promissory Note dated June 24, 2021 with Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 29, 2021.

Second Amendment to Secured Promissory Note dated June 25, 2021 with 1315 Capital II, L.P., incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed with the SEC on June 29, 2021.

Third Amendment to Secured Promissory Note dated August 31, 2021 with Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 31, 2021.

Third Amendment to Secured Promissory Note dated August 31, 2021 with 1315 Capital II, L.P., incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 31, 2021.

Fourth Amendment to Secured Promissory Note dated September 29, 2021 with Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2021.

Fourth Amendment to Secured Promissory Note dated September 29, 2021 with 1315 Capital II, L.P., incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2021.

Loan and Security Agreement by and between Comerica Bank, Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated October 13, 2021, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 19, 2021.

Subordination Agreement by and between Ampersand 2018 Limited Partnership, 1315 Capital II.

L.P., Comerica Bank Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated October 13, 2021, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 19, 2021.

Loan and Security Agreement by and between BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated October 29, 2021, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2021.

First Amendment to Loan and Security Agreement by and between Comerica Bank, Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated November 1, 2021, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2021.

Subordination and Intercreditor Agreement by and between Comerica Bank, BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated as of November 1, 2021, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2021.

Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

Consent of BDO USA, LLP, filed herewith.

Certification

of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification

of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification

of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act

of 2002, filed herewith.

Certification

of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act

of 2002, filed herewith.

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

compensatory plan, compensation arrangement or management contract.

Company has opted to not provide a summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

BIOSCIENCES, INC.

April 1, 2021

March 31, 2022

and Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on

behalf of the registrant and in the capacities indicated and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf

of the registrant and in the capacities indicated and on the dates indicated.

Chief Executive Officer and Director

March 31, 2022

Executive Officer)

2 unchanged sentences

Financial and Accounting Officer)

April 1, 2021

March 31, 2022

Joseph Keegan

April 1, 2021

Vijay Aggarwal

Robert Gorman

of the Board of Directors

April 1, 2021

Fortunato Ron Rocca

2 unchanged sentences

Financial Statement Schedules

of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm (BDO USA, LLP;

Woodbridge, NJ;

PCAOB ID # 243 )

Financial Statements

Balance Sheets at December 31, 2020 and 2019

Statements of Operations for the years ended December 31, 2020 and 2019

Statements of Stockholders’

Equity for the years ended December 31, 2020 and 2019

Statements of Cash Flows for the years ended December 31, 2020 and 2019

to Consolidated Financial Statements

Consolidated Balance Sheets at December 31, 2021 and 2020

Consolidated Statements of Operations for the years ended December 31, 2021 and 2020

Statements of Stockholders’ Deficit for the years ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

Notes to Consolidated Financial Statements

Valuation and Qualifying Accounts

4 unchanged sentences

have audited the accompanying consolidated balance sheets of Interpace Biosciences, Inc.

and Subsidiaries (the “Company”)

as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders’

equity, and cash flows

for each of the two years in the period ended December 31, 2020, and the related notes and schedules (collectively referred to

as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations

and its cash flows for each of the two years in the period ended December 31, 2020 , in conformity with accounting principles

generally accepted in the United States of America.

and Subsidiaries (the “Company”)

as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ deficit, and cash flows

for each of the two years in the period ended December 31, 2021, and the related notes and schedules (collectively referred to as the

“consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material

respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for

each of the two years in the period ended December 31, 2021 , in conformity with accounting principles generally accepted in the

United States of America.

Concern Uncertainty

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 4 to the consolidated financial statements, the Company has suffered operating losses, has negative operating

cash flows and is dependent upon its ability to generate profitable operations in the future and/or obtain additional financing

to meet its obligations and repay its liabilities arising from normal business operations when they come due.

In addition, the

Company has been materially impacted by the outbreak of a novel coronavirus (COVID-19), which was declared a global pandemic by

the World Health Organization in March 2020.

These conditions raise substantial doubt about its ability to continue as a going

Management’s plans in regard to these matters are also described in Note 4.

The consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

in Note 3 to the consolidated financial statements, the Company has suffered operating losses, has negative operating cash flows

and is dependent upon its ability to generate profitable operations in the future and/or obtain additional financing to meet its obligations

and repay its liabilities arising from normal business operations when they come due.

These conditions raise substantial doubt about

its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements

that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that

are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken

as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit

matter or on the accounts or disclosures to which it relates.

described in Note 1 of the consolidated financial statements, the Company’s clinical services derive revenue from the performance

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are

not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or

disclosures to which it relates.

described in Note 1 of the consolidated financial statements, the Company’s clinical services derive revenue from the performance

of its proprietary assays or tests.

The Company’s performance obligation is fulfilled upon the completion, review and release

of test results to the customer.

The Company’s performance obligation is fulfilled upon the completion, review and release of

test results to the customer.

The Company subsequently bills third-party payers or direct-bill payers for the tests performed.

identified revenue recognition related to the measurement of the Company’s clinical services revenue recognized for each

specified test based on an estimated transaction price or net realizable value (“NRV”) as a critical audit matter.

The principal considerations for our determination included the following:

(i) the judgment applied by management in determining

the estimated transaction price or NRV, which is determined based on historical collection rates by each payer category for each

proprietary test offered by the Company, (ii) estimating the amount of variable consideration that should be included in the transaction

price using the expected value method based on historical experience, and (iii) a high degree of auditor judgment, subjectivity

and effort in performing audit procedures and evaluating the results of those procedures, due to the significant estimation required

in estimating the amount that will be collected for each test, as the estimate is affected by assumptions in payor behavior such

as changes in payor mix, payor collections, current customer contractual requirements, and experience with ultimate collection

from the third-party payors.

Auditing these elements involved especially challenging auditor judgment due to the nature and extent

of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

is recognized based on the estimated transaction price or net realizable value (“NRV”), which is determined based on historical

collection rates by each payer category for each proprietary test offered by the Company.

To the extent the transaction price includes

variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using

the expected value method based on historical experience.

identified revenue recognition related to the measurement of the Company’s clinical services revenue recognized for each

specified test based on an estimated transaction price or NRV as a critical audit matter.

The principal considerations for our

determination included the following:

(i) the judgment applied by management based on historical collection rates, (ii) the

estimation of the amount of variable consideration using the expected value method based on historical experience, and (iii) the

expected collection for each test, as the estimate is affected by assumptions in payor behavior such as changes in payor mix, payor

collections, current customer contractual requirements, and experience with ultimate collection from the third-party payors Auditing

these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address

these matters, including the extent of specialized skill or knowledge needed.

primary procedures we performed to address this critical audit matter included:

the reasonableness of management’s judgments and estimates to calculate variable

consideration, and the timing of recognizing the related revenue subject to any constraints.

the significant assumptions and inputs used by management to changes in the Company’s

contracted rates, third-party payor collection trends, and assessing the historical accuracy

of the cash collections used in the Company’s revenue models and assessing the

completeness of adjustments to estimates of future cash collections as a result of significant

contract amendments, changes in collection trends and changes in payor behavior.

on a substantive basis clinical testing revenue including, among others, assessing valuation

methodologies and models and testing the significant assumptions above and the underlying

data used by the Company in its analysis, agreeing transactions selected for testing

back to the actual contract terms and the Company’s revenue model.

have served as the Company’s auditor since 2012.

April 1, 2021

BIOSCIENCES, INC.

BALANCE SHEETS

thousands, except share and per share data)

the consistency and reasonableness of management’s judgments and estimates of variable consideration utilizing the

expected value method based on its historical experience in its calculation of net realizable value.

the significant assumptions and inputs used by management to the Company’s fee schedule, third-party payor collection

trends, and assessing the historical accuracy of the cash collections used in the Company’s revenue models and assessing the

completeness of adjustments to estimates of future cash collections as a result of significant subsequent contract amendments,

changes in collection trends and changes in payor behavior.

have served as the Company’s auditor since 2012.

INTERPACE BIOSCIENCES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

Current assets:

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Restricted cash

Accounts receivable, net of allowance for doubtful accounts of

$275 and $25, respectively

Accounts receivable, net of allowance for doubtful accounts of $ 72 and $ 275 ,

Other current assets

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Other long-term assets

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

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Line of credit

Note payable at fair value

Other long-term liabilities

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Preferred stock, $ .01 par value;

5,000,000 shares authorized, 270 Series

shares issued and outstanding

47,000 Series B issued and outstanding

Stockholders’

5,000,000 shares authorized, 47,000 Series B

issued and outstanding

Stockholders’ deficit:

Common stock, $ .01 par value;

100,000,000 shares authorized;

4,075,257 and 3,932,370 shares issued, respectively;

4,228,169 and

4,075,257 shares issued, respectively;

4,195,412 and 4,055,593 shares outstanding, respectively

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Accumulated deficit

Treasury stock, at cost (19,664 and 11,781 shares,

respectively)

Total stockholders' equity

Total liabilities and stockholders' equity

Total liabilities, preferred stock and stockholders'

Treasury stock, at cost ( 32,757 and 19,664 shares, respectively)

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total liabilities, preferred stock and stockholders’ deficit

accompanying notes are an integral part of these consolidated financial statements

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thousands, except for per share data)

The Years Ended December 31,

of revenue (excluding amortization of $4,461 and $3,989, respectively)

and marketing

and development

and administrative

related expense

related amortization expense

in fair value of contingent consideration

For The Years Ended December 31,

Cost of revenue (excluding amortization of $ 4,064 and $ 4,461 , respectively)

Operating expenses:

accretion expense

income (expense), net

from continuing operations before tax

(benefit) for income taxes

Sales and marketing

Research and development

General and administrative

Transition expense

Loss on DiamiR transaction

Acquisition related amortization expense

Change in fair value of contingent consideration

Total operating expenses

Operating loss

Interest accretion expense

Related party interest

Other (expense) income, net

Loss from continuing operations before tax

(Benefit) provision for income taxes

Loss from continuing operations

Loss from discontinued operations, net of tax

Less adjustment for preferred stock deemed dividend

Net loss attributable to common stockholders

Basic and diluted loss per share of common stock:

From continuing operations

from discontinued operations, net of tax

dividends on preferred stock

adjustment for preferred stock deemed dividend

loss attributable to common stockholders

and diluted (loss) income per share of common stock:

continuing operations

discontinued operations

loss per basic and diluted share of common stock

average number of common shares and common share equivalents outstanding:

From discontinued operations

Net loss per basic and diluted share of common stock

Weighted average number of common shares and common share equivalents outstanding:

accompanying notes are an integral part of these consolidated financial statements

BIOSCIENCES, INC.

STATEMENTS OF STOCKHOLDERS’

The Year Ended

stock issued through market sales

stock issued through offerings

at September 30

stock issued through market sales

at December 31

stock purchased

at September 30

stock purchased

at December 31

paid-in capital:

stock issued through offerings, net of expenses

Extinguishment

of Series A Shares

Conversion Feature in connection with Series B Issuance

of Beneficial Conversion Feature

stock issued through market sales

compensation expense

at September 30

stock issued through market sales, net of expenses

compensation expense

at December 31

at September 30

at December 31

stockholders’

STATEMENTS OF STOCKHOLDERS’ DEFICIT

For The Year Ended

December 31, 2021

December 31, 2020

Common stock:

Balance at January 1

Common stock issued

Restricted stock issued

Common stock issued through market sales

Common stock issued through ESPP

Balance at March 31

Common stock issued

Balance at June 30

Common stock issued

Common stock issued through ESPP

Balance at September 30

Common stock issued

Balance at December 31

Treasury stock:

Balance at January 1

Treasury stock purchased

Balance at March 31

Treasury stock purchased

Balance at June 30

Treasury stock purchased

Balance at September 30

Treasury stock purchased

Balance at December 31

Additional paid-in capital:

Balance at January 1

Common stock issued

Extinguishment of Series A Shares

Beneficial Conversion Feature in connection with Series B Issuance

Amortization of Beneficial Conversion Feature

Common stock issued through market sales

Stock-based compensation expense

Balance at March 31

Stock-based compensation expense

Balance at June 30

Common stock issued

Stock-based compensation expense

Balance at September 30

Common stock issued through market sales, net of expenses

Stock-based compensation expense

Balance at December 31

Accumulated deficit:

Balance at January 1

Adoption of ASC 842

Balance at March 31

Balance at June 30

Balance at September 30

Balance at December 31

Total stockholders’ deficit

accompanying notes are an integral part of these consolidated financial statements

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Cash Flows From Operating Activities

Adjustments to reconcile net loss to net cash

used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Interest accretion

Bad debt expense

Interest accretion expense

Bad debt (recovery) expense

Reversal of 2019 bonus accrual

Mark to market on warrants

Amortization of deferred financing fees

Accrued interest - note payable

Note payable fees

Stock-based compensation

Change in fair value of note payable

Deferred income taxes

Change in estimate on collectability of accounts receivable

Loss on DiamiR transaction

Change in fair value of contingent consideration

2 unchanged sentences

Other changes in operating assets and liabilities:

Decrease (increase) in accounts receivable

Decrease in accounts receivable

Decrease in other current assets

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Decrease in accounts payable

Increase in accrued salaries and bonus

Increase (decrease) in accrued liabilities

Increase in long-term liabilities

(Decrease) increase in accrued salaries and bonus

(Decrease) increase in accrued liabilities

(Decrease) increase in long-term liabilities

Net cash used in operating activities

Cash Flows From Investing Activity

Acquisition of Biopharma, net of cash acquired

Purchase of property and equipment

3 unchanged sentences

Issuance of common stock, net of expenses

Issuance of preferred stock, net of expenses

Issuance of Series B preferred stock, net of expenses

Payment of CGIX note and related interest

(Payments) borrowings on Line of Credit

Loan proceeds - related parties

Loan proceeds - BroadOak

Loan expenses - BroadOak

Payment of related party note and related interest

Financing fees - related party

Borrowings (payments) on Line of Credit

Cash paid for repurchase of restricted shares

Net cash provided by financing activities

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash –

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash – beginning

Cash, cash equivalents and restricted cash – ending

accompanying notes are an integral part of these consolidated financial statements

1 unchanged sentence

Biosciences, Inc.

(“Interpace”

or the “Company”) enables personalized medicine, offering specialized services

along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications and pharma

The Company provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by

leveraging the latest technology in personalized medicine for improved patient diagnosis and management.

The Company also provides

pharmacogenomics testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotech industries.

The Company advances personalized medicine by partnering with pharmaceutical, academic, and technology leaders to effectively

integrate pharmacogenomics into their drug development and clinical trial programs.

(“Interpace” or the “Company”) enables personalized medicine, offering specialized services

along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications and pharma services.

The Company provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the

latest technology in personalized medicine for improved patient diagnosis and management.

The Company also provides pharmacogenomics

testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotech industries.

The Company advances

personalized medicine by partnering with pharmaceutical, academic, and technology leaders to effectively integrate pharmacogenomics into

their drug development and clinical trial programs.

of Consolidation

accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles

(“GAAP”).

generally accepted accounting principles (“GAAP”).

The consolidated financial statements include the accounts of Interpace Biosciences, Inc.

fka Interpace

Diagnostics Group, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc.

Interpace Biopharma, Inc.

operations include the Company’s wholly-owned subsidiaries:

Group DCA, LLC (“Group DCA”), InServe Support Solutions

fka Interpace Diagnostics Group, Inc., Interpace

Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc.

fka Interpace Biopharma, Inc.

operations include the Company’s wholly-owned subsidiaries:

Group DCA, LLC (“Group DCA”), InServe Support Solutions

(Pharmakon), and TVG, Inc.

(TVG, dissolved December 31, 2014) and its Commercial Services (“CSO”) business unit.

significant intercompany balances and transactions have been eliminated in consolidation.

(TVG, dissolved December 31, 2014) and its Commercial Services (“CSO”) business unit.

All significant

intercompany balances and transactions have been eliminated in consolidation.

Company has one reporting segment:

the Company’s clinical and pharma services business.

The Company’s current reporting

segment structure is reflective of the way the Company’s management views the business, makes operating decisions and assesses

This structure allows investors to better understand Company performance, better assess prospects for future cash

flows, and make more informed decisions about the Company.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of

the financial statements and the reported amounts of revenues and expenses during the reporting period.

Management’s estimates

are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed

to be reasonable under the circumstances.

Significant estimates include accounting for valuation allowances related to deferred

income taxes, contingent consideration, allowances for doubtful accounts and notes, revenue recognition, unrecognized tax benefits,

and asset impairments involving other intangible assets.

The Company periodically reviews these matters and reflects changes in

estimates as appropriate.

Actual results could materially differ from those estimates.

January 15, 2020, the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the

“Reverse Stock Split”).

Every 10 shares of common stock issued and outstanding were automatically combined into one

share of issued and outstanding common stock, without any change in the par value per share.

The Company’s issued and outstanding

stock decreased from 39,323,701 to 3,932,370 and 39,205,895

to 3,920,589 at December 31, 2019.

All information related to common stock, stock options, restricted stock units, warrants

and earnings per share have been retroactive ly adjusted to give effect to the reverse stock split

for all periods presented.

2020, the Company completed an Internal Revenue Code Section 382 analysis of its historical net operating loss carry-forward amount.

As a result, the prior year net operating loss carry-forward was determined to be limited.

See Note 17 Income Taxes , for

further details.

the Company’s clinical and pharma services business.

The Company’s current reporting segment

structure is reflective of the way the Company’s management views the business, makes operating decisions and assesses performance.

This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more

informed decisions about the Company.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

Management’s estimates are based on historical experience,

facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances.

Significant estimates include accounting for valuation allowances related to deferred income taxes, contingent consideration, allowances

for doubtful accounts and notes, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets.

The Company periodically reviews these matters and reflects changes in estimates as appropriate.

Actual results could materially differ

from those estimates.

January 15, 2020, the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the “Reverse

Stock Split”).

Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and

outstanding common stock, without any change in the par value per share .

The Company’s issued and outstanding stock decreased from

39,323,701 to 3,932,370 and 39,205,895 to 3,920,589 at December 31, 2019.

All information related to common stock, stock options, restricted

stock units, warrants and earnings per share have been retroactively adjusted to give effect to the reverse stock split for all periods

and Cash Equivalents

and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with

original maturity of three months or less at the date of purchase.

and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original

maturity of three months or less at the date of purchase.

Receivable, Net

Company’s accounts receivables represent unconditional rights to consideration and are generated using its proprietary tests

and pharma services.

The Company’s clinical services are fulfilled upon completion of the test, review and release of the

test results.

Company’s accounts receivables represent unconditional rights to consideration and are generated using its proprietary tests and

pharma services.

The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results.

In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer.

adjustments represent the difference between the list prices and the reimbursement rates set by third party payers, including

Medicare, commercial payers, and amounts billed to direct-bill payers.

Specific accounts may be written off after several appeals,

which in some cases may take longer than twelve months.

Pharma services represent, primarily, the performance of laboratory tests

in support of clinical trials for pharma services customers.

Contractual adjustments

represent the difference between the list prices and the reimbursement rates set by third party payers, including Medicare, commercial

payers, and amounts billed to direct-bill payers.

Specific accounts may be written off after several appeals, which in some cases may

take longer than twelve months.

Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials

for pharma services customers.

The Company bills these services directly to the customer.

1 unchanged sentence

current assets consisted of the following as of December 31, 2021 and 2020:

supply inventory

other current assets

of Current Assets

December 31, 2021

December 31, 2020

Lab supply inventory

Prepaid expenses

Total other current assets

and Equipment, net

and equipment are stated at cost less accumulated depreciation and amortization.

Depreciation and amortization is recognized on

a straight-line basis, using the estimated useful lives of:

Depreciation and amortization is recognized on a straight-line

basis, using the estimated useful lives of:

seven to twelve years for furniture and fixtures;

two to five years

for office and computer equipment;

two to five years for office and computer

three to twelve years for lab equipment;

and leasehold improvements are amortized over the

shorter of the estimated service lives or the terms of the related leases which are currently three to ten years.

maintenance are charged to expense as incurred.

Upon disposition, the asset and related accumulated depreciation and amortization

are removed from the related accounts and any gains or losses are reflected in operations.

Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining internal-use

Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over

the software’s useful life, generally three to seven years.

Software costs that do not meet capitalization criteria are

expensed immediately.

Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining external-use

Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over

the software’s useful life, generally three years.

Software costs that do not meet capitalization criteria are expensed

and leasehold improvements are amortized over the shorter of the estimated service

lives or the terms of the related leases which are currently three to ten years .

Repairs and maintenance are charged to expense as incurred.

Upon disposition, the asset and related accumulated depreciation and amortization are removed from the related accounts and any gains

or losses are reflected in operations.

Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining internal-use

Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the

software’s useful life, generally three to seven years .

Software costs that do not meet capitalization criteria are expensed immediately.

Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining external-use

Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the

software’s useful life, generally three years .

Software costs that do not meet capitalization criteria are expensed immediately.

Note 6, Property and Equipment , for further information.

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intangible assets are stated at cost less accumulated amortization.

Amortization of finite-lived acquired intangible assets is

recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to ten years

in acquisition related amortization expense in the Consolidated Statements of Operations.

Amortization of finite-lived acquired intangible assets is recognized

on a straight-line basis, using the estimated useful lives of the assets of approximately two years to ten years in acquisition related

amortization expense in the Consolidated Statements of Operations.

Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances

indicate that the carrying value of such assets may not be recoverable.

If the sum of the expected future undiscounted cash flows

is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to

its fair value measured by future discounted cash flows.

This analysis requires estimates of the amount and timing of projected

cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate.

Such estimates

are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss

is deemed to be necessary.

a result of overall economic conditions related to the coronavirus pandemic, the impact of the coronavirus pandemic on the Company’s

financial results, and the decrease in the price of the Company’s common stock noted during the third quarter of fiscal

2020, the Company performed an internal review of its long-lived assets.

Due to an extended delay in the launch of the Company’s

Barrett’s test, the Company believes there was a triggering event in Fiscal 2016.

The Company applied the required procedures

under ASC 360 and assessed the estimated future cash flows related to the Barrett’s intangible asset on an undiscounted

It was determined that the carrying value of the asset was in excess of the undiscounted cash flows as of December 31,

As a result, the Company performed a formal valuation of the asset on a discounted basis in order to measure the related

Additionally, the Company concluded that amortization of both the Barrett’s intangible asset and its Thyroid

intangible assets should have begun at the point in which the asset was ready for use.

The Company’s policy had been to

amortize such assets upon launch of the test.

If the sum of the expected future undiscounted cash flows is

less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair

value measured by future discounted cash flows.

This analysis requires estimates of the amount and timing of projected cash flows and,

where applicable, judgments associated with, among other factors, the appropriate discount rate.

Such estimates are critical in determining

whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary.

a result of overall economic conditions related to the coronavirus pandemic, the impact of the coronavirus pandemic on the Company’s

financial results, and the decrease in the price of the Company’s common stock noted during the third quarter of fiscal 2020, the

Company performed an internal review of its long-lived assets.

Due to an extended delay in the launch of the Company’s Barrett’s

test, the Company believes there was a triggering event in Fiscal 2016.

The Company applied the required procedures under ASC 360 and

assessed the estimated future cash flows related to the Barrett’s intangible asset on an undiscounted basis.

It was determined

that the carrying value of the asset was in excess of the undiscounted cash flows as of December 31, 2016.

As a result, the Company performed

a formal valuation of the asset on a discounted basis in order to measure the related impairment.

Contingencies

the normal course of business, the Company is subject to various contingencies.

Contingencies are recorded in the consolidated

financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable,

or otherwise disclosed, in accordance with ASC 450, Contingencies.

Significant judgment is required in both the determination

of probability and the determination as to whether a loss is reasonably estimable.

In the event the Company determines that a

loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable

range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with

To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company

will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss

or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount

of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

The Company is not currently involved

in any legal proceedings of a material nature and, accordingly, the Company has not accrued estimated costs related to any legal

Contingencies are recorded in the consolidated financial

statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed,

in accordance with ASC 450, Contingencies.

Significant judgment is required in both the determination of probability and the determination

as to whether a loss is reasonably estimable.

In the event the Company determines that a loss is not probable, but is reasonably possible,

and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include

disclosures related to such matter as appropriate and in compliance with ASC 450.

To the extent there is a reasonable possibility that

the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination

is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial

statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

The Company is not currently involved in any legal proceedings of a material nature and, accordingly, the Company has not accrued estimated

costs related to any legal claims.

clinical services derive its revenues from the performance of its proprietary assays or tests.

The Company’s performance

obligation is fulfilled upon the completion, review and release of test results to the customer.

The Company subsequently bills

third-party payers or direct-bill payers for the tests performed.

Revenue is recognized based on the estimated transaction price

or NRV, which is determined based on historical collection rates by each payer category for each proprietary test offered by the

To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary

tests, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected

value method based on historical experience.

our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related

estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly.

If actual collections

and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would

affect net revenue in the period such variances become known.

During 2019, the Company recorded a reduction to revenue of $3.5

million due to a change in estimate of the amounts to be collected from 2018 services.

our pharma services, project level activities, including study setup and project management, are satisfied over the life of the

The Company’s performance obligation

is fulfilled upon the completion, review and release of test results to the customer.

The Company subsequently bills third-party payers

or direct-bill payers for the tests performed.

Revenue is recognized based on the estimated transaction price or NRV, which is determined

based on historical collection rates by each payer category for each proprietary test offered by the Company.

To the extent the transaction

price includes variable consideration, for all third party and direct-bill payers and proprietary tests, the Company estimates the amount

of variable consideration that should be included in the transaction price using the expected value method based on historical experience.

our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated

reimbursement rates and adjust the NRV’s and related contractual allowances accordingly.

If actual collections and related NRV’s

vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the

period such variances become known.

our pharma services, project level activities, including study setup and project management, are satisfied over the life of the contract.

Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer.

Company elected the practical expedient to expense contract costs as incurred related to clinical services because the contract

term is less than one year.

Company elected the practical expedient to expense contract costs as incurred related to clinical services because the contract term

is less than one year.

Contract costs for pharma services were not significant.

of revenue consists primarily of the costs associated with operating our laboratories and other costs directly related to our

Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries,

bonuses, fringe benefits and payroll taxes for laboratory personnel.

Other direct costs include, but are not limited to, laboratory

supplies, certain consulting expenses, royalty expenses, and facility expenses.

Deferred Revenue

For our pharma services, project

level fee revenue is recognized as deferred revenue and recorded at fair value.

It represents payments received in advance of services

rendered and is recognized ratably over the life of the contract.

of revenue consists primarily of the costs associated with operating our laboratories and other costs directly related to our tests.

Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries, bonuses,

fringe benefits and payroll taxes for laboratory personnel.

Other direct costs include, but are not limited to, laboratory supplies,

certain consulting expenses, royalty expenses, and facility expenses.

compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award.

The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period

from the grant date to the date when retirement eligibility is achieved.

Forfeitures are initially estimated based on historical

information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures.

As a result, changes

in forfeiture activity can influence the amount of stock compensation cost recognized from period to period.

The Company primarily

uses the Black-Scholes option-pricing model to determine the fair value of stock options and stock appreciation rights (“SARs”).

The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s

stock price as well as assumptions made regarding a number of complex and subjective variables.

recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date

to the date when retirement eligibility is achieved.

Forfeitures are initially estimated based on historical information and subsequently

updated over the life of the awards to ultimately reflect actual forfeitures.

As a result, changes in forfeiture activity can influence

the amount of stock compensation cost recognized from period to period.

The Company primarily uses the Black-Scholes option-pricing model

to determine the fair value of stock options.

The determination of the fair value

of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions

made regarding a number of complex and subjective variables.

These assumptions include:

stock price volatility over the term of the awards;

expected stock price volatility over the term

of the awards;

actual and projected employee stock option exercise behaviors;

the risk-free

interest rate;

the risk-free interest rate;

and expected dividend yield.

The fair value of restricted stock units, or RSUs, and restricted shares is equal

to the closing stock price on the date of grant.

In 2020, the Company issued performance-based options and RSUs based on achieving

stock price or certain other financial metrics.

These require the Company to assess the likelihood of achieving certain performance

milestones on a quarterly basis.

In these instances, the Company has the initial valuation model prepared by an outside expert.

The fair value of restricted stock units, or RSUs, and restricted shares is equal to the closing stock price on the date of grant.

2020, the Company issued performance-based options and RSUs based on achieving stock price or certain other financial metrics.

require the Company to assess the likelihood of achieving certain performance milestones on a quarterly basis.

In these instances, the

Company has the initial valuation model prepared by an outside expert.

Note 15, Stock-Based Compensation, for further information.

stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury

Upon reissuance of shares, the Company records any difference between the weighted-average cost of such shares and any

proceeds received as an adjustment to additional paid-in capital.

stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.

Upon reissuance of shares, the Company records any difference between the weighted-average cost of such shares and any proceeds received

as an adjustment to additional paid-in capital.

Company determines if an arrangement contains a lease in whole or in part at the inception of the contract.

Right-of-use (“ROU”)

assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our

obligation to make lease payments arising from the lease.

All leases with terms greater than twelve months result in the recognition

of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease

Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental

borrowing rate based on the information available at the commencement date in determining the present value of the lease payments.

We use the implicit interest rate in the lease when readily determinable.

Right-of-use (“ROU”)

assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation

to make lease payments arising from the lease.

All leases with terms greater than twelve months result in the recognition of a ROU asset

and a liability at the lease commencement date based on the present value of the lease payments over the lease term.

Unless a lease provides

all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information

available at the commencement date in determining the present value of the lease payments.

We use the implicit interest rate in the lease

when readily determinable.

lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably

certain that we will exercise that option.

Leases with terms of twelve months or less at the commencement date are expensed on

a straight-line basis over the lease term and do not result in the recognition of an asset or liability.

Leases with terms of twelve months or less at the commencement date are expensed on a straight-line

basis over the lease term and do not result in the recognition of an asset or liability.

See Note 8, Leases .

taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate

and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and

expected annual changes in deferred taxes.

Any interest or penalties on income tax are recognized as a component of income tax

taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate and reflect

a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes

in deferred taxes.

Any interest or penalties on income tax are recognized as a component of income tax expense.

Company accounts for income taxes using the asset and liability method.

This method requires recognition of deferred tax assets

and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial

reporting bases of the Company’s assets and liabilities based on enacted tax laws and rates.

Deferred tax expense (benefit)

is the result of changes in the deferred tax asset and liability.

A valuation allowance is established, when necessary, to reduce

the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts

business and is subject to taxation.

The breadth of the Company’s operations and the complexity of the tax law require assessments

of uncertainties and judgments in estimating the ultimate taxes the Company will pay.

The final taxes paid are dependent upon

many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution

of proposed assessments arising from federal and state audits.

Uncertain tax positions are recognized in the financial statements

when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken

in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information.

recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized

upon ultimate settlement.

The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as

the progress of a tax audit.

However, any adjustments made may be material to the Company’s consolidated results of operations

or cash flows for a reporting period.

Penalties and interest, if incurred, would be recorded as a component of current income

This method requires recognition of deferred tax assets and liabilities

for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of

the Company’s assets and liabilities based on enacted tax laws and rates.

Deferred tax expense (benefit) is the result of changes

in the deferred tax asset and liability.

A valuation allowance is established, when necessary, to reduce the deferred income tax assets

when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts business

and is subject to taxation.

The breadth of the Company’s operations and the complexity of the tax law require assessments of uncertainties

and judgments in estimating the ultimate taxes the Company will pay.

The final taxes paid are dependent upon many factors, including

negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising

from federal and state audits.

Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e.,

a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination

by tax authorities that have full knowledge of all relevant information.

A recognized tax position is then measured as the largest amount

of benefit that is greater than fifty percent likely to be realized upon ultimate settlement .

The Company adjusts accruals for unrecognized

tax benefits as facts and circumstances change, such as the progress of a tax audit.

However, any adjustments made may be material to

the Company’s consolidated results of operations or cash flows for a reporting period.

Penalties and interest, if incurred, would

be recorded as a component of current income tax expense.

judgment is also required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets.

Deferred tax assets are regularly reviewed for recoverability.

The Company currently has significant deferred tax assets resulting

from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods,

if generated.

The realization of these assets is dependent on generating future taxable income.

tax assets are regularly reviewed for recoverability.

The Company currently has significant deferred tax assets resulting from net operating

loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods, if generated.

The realization

of these assets is dependent on generating future taxable income.

(Loss) per Share

earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the

year including any unvested share-based payment awards that contain nonforfeitable rights to dividends.

Diluted earnings per common

share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common

shares under the treasury method.

Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend

equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant

to the two-class method.

As a result of the losses incurred in both 2020 and 2019, the potentially dilutive common shares have

been excluded from the earnings per share computation for these periods because its inclusion would have been anti-dilutive.

Additionally,

preferred shares have been excluded in the denominator of the earnings per share computation, on an if-converted basis, as such

shares would have been anti-dilutive.

July 15, 2019, the Company entered into an Asset Purchase Agreement to acquire certain assets and assumed certain liabilities

relating to Cancer Genetics, Inc.’s (“CGI”) biopharma business (“BioPharma”) for $23.5 million less

certain closing adjustments of $1.98 million (the “Base Purchase Price”).

At the closing the Company used the proceeds

from an initial tranche of preferred stock financing and paid $13.8 million.

Additionally, the Company issued a subordinated seller

note to CGI in the amount of $7,692,300.

BioPharma business (presently known as Interpace Pharma Solutions, Inc.

or “pharma services”) 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.

Base Purchase Price was subject to two additional adjustments following the closing:

for the finalized net worth (assets less

liabilities) of BioPharma as of June 30, 2019 (the “NWA”), subject to a cap of $775,000, and for certain older accounts

receivable, in the aggregate amount of approximately $830,000, still uncollected as of December 31, 2019 (the “ARA”).

Any amounts due to the Company under the NWA were to be set off against the Excess Consideration Note and any amounts due to the

Company under the ARA were to be either set off against the Excess Consideration Note or, if it is no longer outstanding, satisfied

through an AR Holdback (as defined in the Asset Purchase Agreement) mechanism, in each case as further set forth in the Asset

Purchase Agreement.

Additionally, an indemnification holdback of $735,000 was established as an offset for any potential claims

against the Company related to the transaction.

The expiration period for the notification of any third-party claims was set at

January 15, 2020.

On October 18, 2019, a payment of $6,024,489 was made in settlement of the note less remaining holdbacks of

$887,858, $735,000 for the Indemnification Holdback and $152,858 for the remaining AR Holdback.

All holdback amounts were settled

by May 31, 2020.

transaction was accounted for using the acquisition method of accounting for business combinations in accordance with GAAP.

this method, the total consideration transferred to consummate the acquisition is being allocated to the identifiable tangible

and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition.

The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred

to the identifiable tangible and intangible assets acquired and liabilities assumed.

connection with the transaction, the Company recorded $8.3 million of goodwill and $7.3 million of finite lived intangible assets.

Finite lived intangible assets had a combined weighted-average amortization period of 8.4 years at the time of acquisition, which

consists of ten years for tradenames and eight years for customer relationships.

Goodwill results largely from a trained workforce

in place and expected synergies from new lines of business.

Goodwill recorded in conjunction with the acquisition is deductible

for income tax purposes.

See Note 8, Goodwill and Other Intangible Assets, for more information.

Transaction expenses of

approximately $2.5 million incurred in connection with the acquisition were expensed as incurred.

reconciliation of consideration given for BioPharma to the allocation of the purchase price of assets and liabilities acquired

based on their relative fair values was as follows:

Total consideration

Assets acquired

Accounts receivable

Accrued revenue

Prepaid expenses

Operating lease

Acquired identifiable

intangible assets:

Trademarks and

relationships

Total acquired

identifiable intangible assets

Total assets acquired

Liabilities assumed

Accounts payable

Accrued liabilities

Deferred revenue

Operating lease

lease liabilities

Total liabilities

following unaudited pro forma consolidated revenues for the year ended December 31, 2019 assume that the Company had acquired

Biopharma Solutions as of January 1, 2019.

The pro forma revenues include estimates and assumptions which management believes

are reasonable.

However, pro forma revenues are not necessarily indicative of the revenues that would have occurred if the acquisition

had been consummated as of the date indicated, nor are they necessarily indicative of future revenues.

BioPharma business had not historically been accounted for as a separate entity, subsidiary or division of CGI.

In addition, stand-alone

financial statements related to BioPharma have not been prepared previously as CGI’s financial system was not designed to

provide complete financial information of BioPharma.

Therefore, the Company was not able to estimate the pro forma impact to net

loss or the net loss per share of BioPharma for the year ended December 31, 2019.

earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including

any unvested share-based payment awards that contain nonforfeitable rights to dividends.

Diluted earnings per common share are computed

by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury

Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or

unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two-class method.

a result of the losses incurred in both 2021 and 2020, the potentially dilutive common shares have been excluded from the earnings per

share computation for these periods because its inclusion would have been anti-dilutive.

Additionally, preferred shares have been excluded

in the denominator of the earnings per share computation, on an if-converted basis, as such shares would have been anti-dilutive.

Accounting Standards

Adopted Accounting Guidance

August 2018, the FASB issued ASU No.

2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing

Arrangement That Is a Service Contract, which changes the accounting for implementation costs incurred in a cloud computing arrangement

that is a service contract.

The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement

with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

The implementation

costs should be presented accordingly as other assets, current and non-current on the balance sheet and expensed over the term

of the hosting arrangement.

The Company adopted this pronouncement on January 1, 2020 and the impact was not material to the Company’s

Consolidated Financial Statements.

August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement:

Disclosure Framework –

Changes to the Disclosure Requirements

for Fair Value Measurement, which adds and modifies certain disclosure requirements for fair value measurements.

Under the new

guidance, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2

of the fair value hierarchy, or valuation processes for Level 3 fair value measurements.

However, public companies are required

to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements,

and related changes in unrealized gains and losses included in other comprehensive income.

The Company adopted this pronouncement

on January 1, 2020 and the impact was not material to the Company’s Consolidated Financial Statements.

Pronouncements Pending Adoption

not yet effective

December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU

2019-12”).

ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles

in Topic 740.

The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying

and amending existing guidance.

The amendment is effective for annual periods beginning after December 15, 2020.

We do not expect

that the requirements of ASU 2017-04 will have a material impact on our consolidated financial statements.

accompanying consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a

going concern and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities

and commitments in the normal course of business.

Accordingly, the accompanying consolidated financial statements do not include

any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might

result from the outcome of this uncertainty.

of December 31, 2020, the Company had cash and cash equivalents of $2.8 million, net accounts receivable of $8.0 million, total

current assets of $14.1 million and total current liabilities of $18.2 million.

For the year ended December 31,

2020, the Company had a net loss of $26.5 million and cash used in operating activities was $14.0 million.

the second and third quarters of fiscal 2020 the Company experienced slower collections due to the pandemic and in September 2020,

we repaid approximately $3.4 million to Silicon Valley Bank (“SVB”) under our former secured revolving line of credit

facility (the “Revolver”), which was part of our Loan and Security Agreement with SVB dated November 13, 2018, as

amended March 18, 2019 (as so amended, the “SVB Loan Agreement”).

On January 5, 2021, the Company terminated the SVB

Loan Agreement.

See Note 19, Revolver and Note 21, Subsequent Events .

September 2019, we entered into the Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer

Inc., as sales agent (the “Agent”), pursuant to which we, from time to time, issued and sold shares of our

common stock with an aggregate offering price of up to $3.7 million through the Agent (the “ATM arrangement”).

the year ended December 31, 2020, approximately 178,000 shares of common stock were sold for net proceeds of approximately $0.7

As a result of the preferred shares transaction mentioned below, additional shares may no longer be sold under the ATM

arrangement without a majority approval by the holders of the preferred shares.

Since our common stock has been delisted

by The Nasdaq Stock Market LLC (“Nasdaq”) due to our failure to meet minimum stockholders’

equity requirements,

we are no longer eligible to sell under the Equity Distribution Agreement.

addition, we are currently ineligible to use a Form S-3 shelf registration statement.

January 2020, we sold 20,000 Series B preferred shares to investors, led by 1315 Capital II, L.P.

(“1315 Capital”),

for net proceeds of approximately $19.2 million.

See Note 13, Equity , for more detail.

April 2020, the Company applied for various federal stimulus grants and advances made available under Title 1 of the Coronavirus

Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”).

As of September 30, 2020, we received $2.1 million

in advances under the Centers for Medicare & Medicaid Services (“CMS”) accelerated and advance payment program,

as well as a $0.65 million grant from the Department of Health and Human Services (“HHS”).

The CMS advance will be

offset against future Medicare billings of the Company, and we applied the HHS grant in its entirety towards qualified second

quarter expenses.

These expenses related to lab equipment and supplies purchased to prevent, prepare for, and respond to coronavirus,

including development of coronavirus and serology tests, as well as expenses that would have been covered by revenue lost to coronavirus

during the second quarter.

CMS will begin to utilize the $2.1 million advanced payment against cash payments beginning in the

second quarter of 2021.

April and early May 2020, the Company made payments totaling $888,000 to Cancer Genetics Inc.

(“CGI”) for funds withheld

from the Excess Consideration Note to satisfy certain adjustments and indemnification obligations under the Secured Creditor Asset

Purchase Agreement dated July 15, 2019 in connection with the acquisition of the biopharma business of CGI.

January 7, 2021, the Company entered into a $3 million loan through a secured promissory note with Ampersand 2018 Limited Partnership

(“Ampersand”) and a $2 million loan through a secured promissory note with 1315 Capital, its Series B shareholders.

The rate of interest on the Notes is equal to eight percent (8.0%) per annum and their maturity date is the earlier of (a) June

Simplifying the Accounting for Income Taxes (“ASU 2019-12”).

ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.

amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing

The amendment was effective for annual periods beginning after December 15, 2020.

Company adopted this pronouncement on January 1, 2021 and the impact was not material to the Company’s Consolidated Financial Statements.

Accounting Pronouncements

Pending Adoption

February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC

Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

119 and Update to SEC Section on Effective Date Related to Accounting Standards

2016-02, Leases (Topic 842) which amends the effective date of the original pronouncement for smaller reporting companies.

ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December

The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate

a material impact on results of operations.

The Company is in the process of determining the effects adoption will have on its consolidated

financial statements.

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

– Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”).

ASU 2020-06 simplifies the accounting

for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on

an entity’s own equity.

The ASU2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim

periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including

interim periods within those fiscal years.

The Company does not expect this will have any impact on its unaudited consolidated financial

accompanying consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern

and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in

the normal course of business.

Accordingly, the accompanying consolidated financial statements do not include any adjustments relating

to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this

the fiscal year ended December 31, 2021, we had an operating loss of $ 14.0

As of December 31, 2021, we had cash, cash equivalents and restricted cash of $ 3.3 million,

total current assets of $ 12.2 million

and current liabilities of $ 15.7 million.

As of March 18, 2022, we had approximately $ 2.7 million

of cash on hand, excluding restricted cash.

January 2022, the Company announced that CMS issued a new billing policy whereby CMS will no longer reimburse for the use of the

Company’s ThyGeNEXT ® and ThyraMIR ® tests when billed together by the same provider/supplier for

the same beneficiary on the same date of service.

On February 28, 2022, the Company announced that the National Correct Coding

Initiative (NCCI) program issued a response on behalf of CMS stating that the January 2022 billing policy reimbursement change for

ThyGeNEXT ® (0245U) and ThyraMIR ® (0018U) tests has been retroactively reversed to January 1, 2022.

is currently reimbursing the Company for one of its two thyroid tests, and has agreed to retroactively reimburse for the second test

once they have completed their internal administrative adjustments.

We have been notified by CMS/NCCI that processing of claims for

dates of service after January 1, 2022 will be completed beginning July 1, 2022.

As of the date of this filing, the Company has not

yet realized the full cash collection benefit of current and retroactive Thyroid testing and such cash collections may be

temporarily reduced or delayed until we resolved the matter with CMS.

As of the date of this Report, the Company currently

anticipates that current cash and cash equivalents will be insufficient to meet its anticipated cash requirements through the next

twelve months.

These factors raise substantial doubt about the Company’s ability to continue as a going

January 7, 2021, the Company entered into secured promissory notes in the amount of $ 3 million and $ 2 million with Ampersand (“Ampersand

Note”) and 1315 Capital (“1315 Capital Note”), respectively.

See Note 13, Notes Payable, of the notes to the

financial statements.

On May 10, 2021, the Company amended the Ampersand Note to increase the principal amount to $ 4.5 million and amended

the 1315 Capital Note to increase the principal amount to $ 3.0 million.

The maturity dates of the Notes were 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 Notes.

Both loans are secured by substantially all of the Company’s assets.

See Note 21, Subsequent Events .

Company’s cash and cash equivalents balance is decreasing and we will not generate positive cash flows from operations for

the year ending December 31, 2021.

We intend to meet our ongoing capital needs by using our available cash, including the loans

from Ampersand and 1315 Capital, as well as revenue growth and margin improvement;

24, 2021, the Company and Ampersand amended the Ampersand Note to change its maturity date to the earlier of (a) August 31, 2021 and

(b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Ampersand Note.

2021, the Company and 1315 Capital amended the 1315 Capital Note to change its maturity date in a similar manner.

On August 31, 2021,

the Company and Ampersand amended the Ampersand Note to change its maturity date to the earlier of (a) September 30, 2021 and (b) the

date on which all amounts become due upon the occurrence of any event of default as defined in the Ampersand Note.

On August 31, 2021,

the Company and 1315 Capital amended the 1315 Capital Note to change its maturity date in a similar manner.

September 29, 2021, the Company and Ampersand amended the Ampersand Note to change its maturity date to the earlier of (a) October 31,

2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Ampersand Note.

September 29, 2021, the Company and 1315 Capital amended the 1315 Capital Note to change its maturity date in a similar manner.

October 2021, the Company entered into a $ 7.5

million revolving credit facility with Comerica.

See Note 19, Revolving Line of Credit , for more details.

In addition, also in October 2021, the Company entered into the $ 8.0

million BroadOak Term Loan, the proceeds of which

were used to repay in full at their maturity the notes extended by Ampersand and 1315 Capital discussed above.

See Note 13, Notes

Payable, for more details.

the Company is targeting to achieve adjusted EBITDA and cash flow breakeven during Fiscal 2022, we may not generate positive cash flows

from operations for the year ending December 31, 2022.

We intend to meet our ongoing capital needs by using our available cash and availability

under the Comerica Loan Agreement, as well as through revenue growth and margin improvement;

collection of accounts receivable;

and the potential use of other financing options.

Company has and may continue to delay, scale-back, or eliminate certain of its activities and other aspects of its operations

until such time as the Company is successful in securing additional funding.

The Company is exploring various dilutive and non-dilutive

sources of funding, including equity and debt financings, strategic alliances, business development and other sources.

of the Company’s Common Stock being delisted from Nasdaq due to its failure to meet minimum stockholders’

equity requirements,

the Company’s ability to raise additional capital may be materially adversely impacted.

In addition, the Company’s

inability to use Form S-3 after it files its Form 10-K for the fiscal year ended December 31, 2020 may have an adverse impact

on our ability to raise additional capital.

The future success of the Company is dependent upon its ability to obtain additional

There can be no assurance, however, that the Company will be successful in obtaining such funding in sufficient amounts,

on terms acceptable to the Company, or at all.

As of the date of this Report, the Company currently anticipates that current cash

and cash equivalents will be sufficient to meet its anticipated cash requirements through the end of the second quarter.

factors raise substantial doubt about the Company’s ability to continue as a going concern.

of March 25, 2021 we had approximately $3.2 million of cash on hand, excluding restricted cash.

However, if we are unable to meet the financial covenants under the Comerica

Loan Agreement, the revolving line of credit and notes payable will become due and payable immediately.

Company is exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances,

business development and other sources in order to provide additional liquidity and expand the business through acquisitions or other

strategic transactions.

With the Company’s delisting from Nasdaq in February 2021, its ability to raise additional capital on terms

acceptable to the Company may be adversely impacted.

There can be no assurance that the Company will be successful in obtaining such

funding on terms acceptable to the Company.

In January 2022, the Company’s registration statement for a rights offering become

The rights offering was subsequently terminated in January 2022.

Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations.

ASC 205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected

as discontinued operations in current and prior periods.

components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as

of December 31, 2020 and December 31, 2019:

Current liabilities

from discontinued operations

table below presents the significant components of CSO, Group DCA’s, Pharmakon’s and TVG’s results included

within loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December

31, 2020 and 2019.

Income from discontinued

operations, before tax

205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as discontinued

operations in current and prior periods.

components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of December

31, 2021 and December 31, 2020:

Schedule of Discontinued Operations

Accrued liabilities

Current liabilities from discontinued operations

Total liabilities

table below presents the significant components of CSO, Group DCA’s, Pharmakon’s and TVG’s results included within

loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2021 and

Income from discontinued operations, before tax

Income tax expense

Loss from discontinued

operations, net of tax

Loss from discontinued operations, net of tax

Value Measurements

and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their relative short-term nature.

The Company’s financial liabilities reflected at fair value in the consolidated financial statements include contingent

consideration and warrant liability.

Fair value is the price that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various

methods including market, income and cost approaches.

Based on these approaches, the Company often utilizes certain assumptions

that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent

in the inputs to the valuation technique.

These inputs can be readily observable, market-corroborated, or generally unobservable

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable

Based upon observable inputs used in the valuation techniques, the Company is required to provide information according

to the fair value hierarchy.

The fair value hierarchy ranks the quality and reliability of the information used to determine fair

values into three broad levels as follows:

for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving

identical assets or liabilities.

The Company’s

financial liabilities reflected at fair value in the consolidated financial statements include contingent consideration, notes payable,

and warrant liability.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date.

In determining fair value, the Company uses various methods including

market, income and cost approaches.

Based on these approaches, the Company often utilizes certain assumptions that market participants

would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation

These inputs can be readily observable, market-corroborated, or generally unobservable inputs.

The Company utilizes valuation

techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

Based upon observable inputs used

in the valuation techniques, the Company is required to provide information according to the fair value hierarchy.

The fair value hierarchy

ranks the quality and reliability of the information used to determine fair values into three broad levels as follows:

for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical

assets or liabilities.

for assets and liabilities traded in less active dealer or broker markets.

Valuations are obtained from third-party pricing

services for identical or similar assets or liabilities.

for assets and liabilities include certain unobservable inputs in the assumptions and projections used in determining the

fair value assigned to such assets or liabilities.

Valuations are obtained from third-party pricing services

for identical or similar assets or liabilities.

for assets and liabilities include certain unobservable inputs in the assumptions and projections used in determining the fair value

assigned to such assets or liabilities.

instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy,

the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input

that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular

input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including

the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below.

of December 31, 2020

Value Measurements

of December 31, 2020

the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is

significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to

the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The valuation

methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification

of such instruments pursuant to the valuation hierarchy, is set forth in the tables below.

Schedule of Financial Instrument Measured on Recurring Basis

As of December 31, 2021

Fair Value Measurements

As of December 31, 2021

Contingent consideration:

Other long-term liabilities:

liability (2)

of December 31, 2019

Other accrued expenses:

Note payable:

BroadOak loan

As of December 31, 2020

Fair Value Measurements

of December 31, 2019

As of December 31, 2020

Contingent consideration:

Other long-term liabilities:

liability (2)

connection with the acquisition of certain assets from Asuragen, the Company recorded contingent consideration related to contingent

2 unchanged sentences

income approach derived from revenue estimates.

The fair value measurement is based on significant inputs not observable in the

market and thus represents a Level 3 measurement.

of the Company’s non-financial assets, such as other intangible assets are measured at fair value on a nonrecurring basis

when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

The fair value measurement is based on significant inputs not observable in the market

and thus represents a Level 3 measurement.

In connection with the

BroadOak loan, the Company records the loan at fair value.

The fair value of the loan is determined by a probability-weighted

approach regarding the loan’s change in control feature.

See Note 13, Notes Payable, for more details.

The fair value

measurement is based on the estimated probability of a change in control and thus represents a Level 3 measurement.

Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

of the Company’s non-financial assets, such as other intangible assets are measured at fair value on a nonrecurring basis when

there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

and Equipment

and equipment consisted of the following as of December 31, 2021 and 2020:

Schedule of Property and Equipment

Furniture and fixtures

4 unchanged sentences

Property and equipment

Less accumulated

depreciation and amortization

property and equipment

Less accumulated depreciation and amortization

Net property and equipment

and amortization expense from continuing operations was approximately $ 1.2 million and $ 0.8 million for the years ended December 31,

2021 and 2020, respectively.

There was internal-use software amortization expense included in depreciation and amortization

expense in 2020 of approximately $0.1 million.

There was internal-use software amortization expense included in depreciation and amortization expense in

2021 of approximately $ 0.3 million.

As of December 31, 2021, capitalized external-use software was fully amortized.

1 unchanged sentence

is attributable to the acquisition of the Biopharma business from CGI in July 2019.

The carrying value of the intangible assets

acquired was $15.6 million, with goodwill of approximately $8.3 million and identifiable intangible assets of approximately $7.3

The goodwill balance at December 31, 2020 was $8.4 million.

The net carrying value of the identifiable intangible assets

as of December 31, 2020 and December 31, 2019 is as follows:

December 31, 2020

December 31, 2019

Barrett’s

relationships

Carrying Value

The carrying value of the intangible assets acquired

was $ 15.6 million, with goodwill of approximately $ 8.3 million and identifiable intangible assets of approximately $ 7.3 million.

goodwill balance at December 31, 2021 was $ 8.4 million.

The net carrying value of the identifiable intangible assets as of December 31,

2021 and December 31, 2020 is as follows:

Schedule of Identifiable Intangible Assets Carrying Value

As of December 31, 2021

As of December 31, 2020

Asuragen acquisition:

RedPath acquisition:

Pancreas test

Barrett’s test

BioPharma acquisition:

Customer relationships

Accumulated Amortization

Net Carrying Value

following table displays a roll forward of the carrying amount of goodwill from January 1, 2020 to December 31, 2021:

Schedule of Goodwill Carrying Value

Balance as of January 1, 2020

2 unchanged sentences

expense was approximately $ 4.1 million and $ 4.5 million for the years ended December 31, 2021 and 2020, respectively.

amortization expense for the next five years is as follows:

February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which establishes a ROU model that requires a lessee to record

a ROU asset and a lease liability, measured on a discounted basis, on the balance sheet for all leases with terms longer than

Effective January 1, 2019, the Company adopted the provisions of Topic 842 using the alternative modified transition

method, with a cumulative effect adjustment to the opening balance of accumulated deficit on the date of adoption, and prior periods

not restated, as allowed under the provisions of Topic 842.

The Company also elected to use the practical expedients permitted

under the transition guidance of Topic 842, which provides for the following:

the carryforward of the Company’s historical

lease classification, no requirement for reassessment of whether an expired or existing contract contains an embedded lease, no

reassessment of initial direct costs for any leases that exist prior to the adoption of the new standard, and the election to

consolidate lease and non-lease components.

The Company also elected to keep all leases with an initial term of 12 months or less

off the balance sheet.

Company recorded $2.4 million of right-of-use lease assets and $2.5 million of lease liabilities upon adoption, primarily relating

to rentals of space for our corporate headquarters and laboratories, as well as equipment leases, all under operating leases.

In addition, the Company recorded a cumulative adjustment to opening accumulated deficit of $0.1 million.

With the acquisition

of the Biopharma business of CGI in 2019, the Company added $2.2 million of operating lease assets and liabilities and $0.5 million

of finance lease assets and liabilities to its balance sheet.

Finance lease assets are included in fixed assets, net of accumulated

depreciation.

table below presents the lease-related assets and liabilities recorded in the Consolidated Balance Sheet:

Classification

on the Balance Sheet

Estimated amortization

expense for the next five years is as follows:

Schedule of Future Estimated Amortization Expense

lease assets are included in fixed assets, net of accumulated depreciation.

table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet:

Schedule of Financing and Operating Leases

Classification on the Balance Sheet

December 31, 2021

Financing lease assets

Property and equipment,

Operating lease

right of use assets

Property and equipment, net

Operating lease assets

Operating lease right of use assets

Total lease assets

Financing lease

Financing lease liabilities

Other accrued expenses

lease liabilities

Other accrued

Total current lease

Financing lease

Operating lease liabilities

Other accrued expenses

Total current lease liabilities

Financing lease liabilities

Other long-term liabilities

lease liabilities

Operating lease

liabilities, net of current portion

long-term lease liabilities

Operating lease liabilities

Operating lease liabilities, net of current portion

Total long-term lease liabilities

Total lease liabilities

weighted average remaining lease term for the Company’s operating leases was 7.1 years as of December 31, 2020 and the weighted

average discount rate for those leases was 6.0%.

The Company’s operating lease expenses are recorded within “Cost

of revenue”

and “General and administrative expenses.”

With respect to the Rutherford lease, in March 2020 the

Company delivered a notice of early termination which would terminate the lease in March 2021.

As a result of entering into an

early termination of the Rutherford lease the Company’s operating lease assets and liabilities decreased by approximately

$0.5 million.

June 2020, the Company entered into an amendment of its North Carolina lease extending it for an additional ten years, commencing

on June 1, 2020 and continuing until May 31, 2030.

The minimum rent per rentable square foot pursuant to the amendment is $14.10

from June 1, 2020 to May 31, 2021, with annual increases of 3%.

Pursuant to the amendment, the Company has two options to extend

the term for a period of five years each.

Also pursuant to the amendment, the Company has the irrevocable right to terminate the

lease on November 30, 2025, as well as on November 30, 2027.

As a result of entering into an amendment of the North Carolina lease

the Company’s operating lease assets and liabilities increased by approximately $2.8 million.

table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Consolidated Balance

Sheet as of December 31, 2020:

weighted average remaining lease term for the Company’s operating leases was 6.4 years as of December 31, 2021 and 7.1 years as

of December 31, 2020 and the weighted average discount rate for those leases was 6.5 % and 6.0 % as of December 31, 2021 and December 31,

2020, respectively.

The Company’s operating lease expenses are recorded within “Cost of revenue” and “General

and administrative expenses.”

table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Consolidated Balance Sheet

as of December 31, 2021:

Schedule of Maturities of Operating and Financing Lease Liabilities

Operating Leases

Financing Leases

Total minimum lease payments

of lease payments representing effects of discounting

Present value of future minimum lease

obligations under leases

Long-term lease

amount of lease payments representing effects of discounting

Present value of future minimum lease payments

current obligations under leases

Long-term lease obligations

Company offers an employee 401(k) saving plan.

Under the Interpace Biosciences, Inc.

401(k) Plan, employees may contribute up

to 50% of their pre- or post-tax base compensation.

The Company currently offers a safe harbor matching contribution equal to

100% of the first 3% of the participant’s contributed base salary plus 50% of the participant’s base salary contributed

exceeding 3% but not more than 5%.

Participants are not allowed to invest any of their 401(k) funds in the Company’s common

The Company’s total contribution expense from continuing operations related to the 401(k) plan for the years ended

December 31, 2020 and December 31, 2019 was approximately $0.4 million and $0.3 million, respectively.

401(k) Plan, employees may contribute up to 50 %

of their pre- or post-tax base compensation.

The Company currently offers a safe harbor matching contribution equal to 100 % of the first

3 % of the participant’s contributed base salary plus 50 % of the participant’s base salary contributed exceeding 3 % but not

more than 5 % .

Participants are not allowed to invest any of their 401(k) funds in the Company’s common stock.

The Company’s

total contribution expense from continuing operations related to the 401(k) plan for the years ended December 31, 2021 and December 31,

2020 was approximately $ 0.3 million and $ 0.4 million, respectively.

Expenses and Other Long-Term Liabilities

accrued expenses consisted of the following as of December 31, 2021 and 2020:

consideration

Medicare payment

lease liability

sales and marketing - diagnostics

lab costs - diagnostics

professional fees

other accrued expenses

Schedule of Other Accrued Expenses

December 31, 2021

December 31, 2020

Accrued royalties

Contingent consideration

Upfront Medicare payment

Operating lease liability

Financing lease liability

Deferred revenue

Interest payable

Warrant liability

Accrued sales and marketing - diagnostics

Accrued lab costs - diagnostics

Accrued professional fees

Taxes payable

Unclaimed property

Total other accrued expenses

long-term liabilities consisted of the following as of December 31, 2021 and 2020:

Schedule of Long Term Liabilities

December 31, 2021

December 31, 2020

Warrant liability

1 unchanged sentence

Deferred revenue

other long-term liabilities

the third quarter of 2020, the Company reversed approximately $1.2 million of bonus accrual that was accrued in 2019 after it

was determined it would not be paid out.

Total other long-term liabilities

and Contingencies

Company leases facilities and certain equipment under agreements classified as operating leases, which expire at various dates

through May 2030.

Substantially all of the property leases provide for increases based upon use of utilities and landlord’s

operating expenses as well as pre-defined rent escalations.

Total expense from continuing operations under these agreements for

the years ended December 31, 2020 and 2019 was approximately $2.1 million and $1.3 million, respectively.

of December 31, 2020, contractual obligations with terms exceeding one year and estimated minimum future rental payments required

by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows:

lease obligations

Company leases facilities and certain equipment under agreements classified as operating leases, which expire at various dates through

Substantially all of the property leases provide for increases based upon use of utilities and landlord’s operating expenses

as well as pre-defined rent escalations.

Total expense from continuing operations under these agreements for the years ended December

31, 2021 and 2020 was approximately $ 1.2 million and $ 2.1 million, respectively.

of December 31, 2021, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by

non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows:

Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases

Operating lease obligations

to the nature of the businesses in which the Company is engaged it is subject to certain risks.

Such risks include, among others,

risk of liability for personal injury or death to persons using products the Company promotes or commercializes.

no assurance that substantial claims or liabilities will not arise in the future due to the nature of the Company’s business

activities and recent increases in litigation related to healthcare products.

Company could also be held liable for errors and omissions of its employees in connection with the services it performs that are

outside the scope of any indemnity or insurance policy.

The Company could be materially adversely affected if it were required

to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement;

the indemnity, although applicable, is not performed in accordance with its terms;

or if the Company’s liability exceeds

the amount of applicable insurance or indemnity.

January 25, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with H.C.

& Co., LLC (“Wainwright”) with respect to the issuance and sale of an aggregate of 933,334 shares (the “Firm

Shares”) of the Company’s common stock in an underwritten public offering.

Pursuant to the Underwriting Agreement,

the Company also granted Wainwright an option, exercisable for 30 days, to purchase an additional 140,000 shares of common stock.

The option expired unexercised.

The Firm Shares were offered to the public at a price of $7.50 per Share.

Wainwright purchased

the Firm Shares from the Company pursuant to the Underwriting Agreement at an effective price of $6.975 per share.

Company received net proceeds, after deducting underwriter discounts and commissions and other expenses related to the offering,

in the amount of approximately $5.9 million.

The Company used the net proceeds from the offering for working capital, capital

expenditures, business development and research and development expenditures, and the acquisition (in part) of Biopharma business.

Stock Issuance

Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) on July 15, 2019 with Ampersand

2018 Limited Partnership (the “Investor”), a fund managed by Ampersand Capital Partners, providing for the issuance

and sale to the Investor of up to an aggregate of $27.0 million in convertible preferred stock, par value $0.01 per share, of

the Company consisting of two series, Series A (“Series A”) and Series A-1 (“Series A-1”

with the Series A, the “Preferred Stock”), both at an issuance price per share of 100 thousand (the “Stated

Value”), to be funded at up to two different closings (the “Investment”).

initial closing, which was consummated promptly after the execution of the Securities Purchase Agreement, involved the issuance

of 60 newly created shares of Series A at an aggregate purchase price of $6.0 million, and 80 newly created shares of Series A-1

at an aggregate purchase price of $8.0 million, for net proceeds of approximately $13.1 million.

Securities Purchase Agreement contemplated a second closing (the “Second Closing”), which would only be effected following

the fulfillment to the Investor’s satisfaction of customary conditions, including, among others, the approval by the stockholders

of the Company, as required under the rules of the Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”), of the issuance

of shares of common stock upon conversion of the Preferred Stock in excess of the aggregate number of shares of common stock that

the Company may issue upon conversion of the Preferred Stock without breaching its obligations under the Nasdaq Listing Rules

(the “Stockholder Approval”).

The terms of the Series A-1 provided that each share of Series A-1 would automatically

convert into one share of Series A upon the Company obtaining the Stockholder Approval.

See Note 21, Subsequent Events,

for additional information.

Approval was obtained on October 10, 2019 for the Securities Purchase Agreement discussed above and each share of Series A-1 issued

to the Investor at the initial closing automatically converted into one share of Series A on that day.

October 16, 2019, the Company and the Investor consummated the Second Closing.

At the Second Closing, the Company issued to the

Investor 130 newly created shares of Series A at an aggregate gross purchase price of $13.0 million.

The Company used the proceeds

from the Second Closing to make the maturity date payment, subject to certain holdbacks, with respect to the promissory note issued

by a subsidiary of the Company to CGI, and expects to use the remaining proceeds for general corporate purposes, including the

integration of the BioPharma business.

The Company issued the aforementioned note in connection with the acquisition of its BioPharma

Series A was offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933,

as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder.

The shares to be issued upon

conversion of the Series A have not been registered under the Securities Act and may not be offered or sold in the United States

in the absence of an effective registration statement or exemption from the registration requirements.

Such risks include, among others, risk

of liability for personal injury or death to persons using products the Company promotes or commercializes.

There can be no assurance

that substantial claims or liabilities will not arise in the future due to the nature of the Company’s business activities and

recent increases in litigation related to healthcare products.

Company could also be held liable for errors and omissions of its employees in connection with the services it performs that are outside

the scope of any indemnity or insurance policy.

The Company could be materially adversely affected if it were required to pay damages

or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement;

if the indemnity, although

applicable, is not performed in accordance with its terms;

or if the Company’s liability exceeds the amount of applicable insurance

or indemnity.

Stock Issuance:

Securities Purchase and Exchange Agreement

January 10, 2020, the Company entered into a Securities Purchase and Exchange Agreement (the “Securities Purchase and Exchange

Agreement”) with 1315 Capital and Ampersand 2018 Limited Partnership (“Ampersand”

and, together with 1315 Capital,

the “Investors”) pursuant to which the Company agreed to sell to the Investors an aggregate of $20.0 million in Series

B Preferred Stock of the Company, at an issuance price per share of $1,000.

Pursuant to the Securities Purchase and Exchange Agreement,

1315 Capital agreed to purchase 19,000 shares of Series B Preferred Stock at an aggregate purchase price of $19.0 million and

Ampersand agreed to purchase 1,000 shares of Series B Preferred Stock at an aggregate purchase price of $1.0 million.

addition, the Company agreed to exchange $27.0 million of the Company’s existing Series A convertible preferred stock, par

value $0.01 per share, held by Ampersand (the “Series A Preferred Stock”), represented by 270 shares of Series A Preferred

Stock with a stated value of $100,000 per share, which represents all of the Company’s issued and outstanding Series A Preferred

Stock, for 27,000 newly issued shares of Series B Preferred Stock (such shares of Series B Preferred Stock, the “Exchange

Shares”

and such transaction, the “Exchange”).

Following the Exchange, no shares of Series A Preferred Stock

remained designated, authorized, issued or outstanding.

The Series B Preferred Stock has a conversion price of $6.00 as compared

to a conversion price of $8.00 on the Series A Preferred Stock, but did not include certain rights applicable to the Series A

Preferred Stock, including a six-percent (6%) dividend and a conversion price adjustment for any failure by the Company to achieve

a revenue target of $34.0 million in 2020 related to its clinical services or a weighted-average anti-dilution adjustment.

the terms of the Securities Purchase and Exchange Agreement, Ampersand also agreed to waive all dividends and weighted-average

anti-dilution adjustments accrued to date on the Series A Preferred Stock.

convertible financial instrument includes a beneficial conversion feature if its conversion price is lower than the Company’s

stock price at the commitment date.

The Company determined that the sale of the Series B Preferred resulted in a beneficial conversion

feature with an intrinsic value of $2.2 million, which the Company recorded as a reduction to additional paid-in capital upon

the sale of the Series B Preferred stock.

The Company calculated the intrinsic value of the beneficial conversion feature as the

difference between the estimated fair value of the Common Stock on January 15, 2020 of $6.79 per share and the effective conversion

price per share of $6.00 multiplied by the number of shares of common stock issuable upon conversion.

The Company fully amortized

the beneficial conversion feature during the three months ended March 31, 2020 in accordance with GAAP.

The beneficial conversion

feature resulted in an increase in the loss attributable to common shareholders for the three months ended March 31, 2020 in the

Condensed Consolidated Statement of Operations, as it represented a deemed dividend to the preferred shareholders.

April 2020, the Company entered into support agreements with each of the Series B Investors, pursuant to which Ampersand and 1315

Capital, respectively, consented to, and agreed to vote (by proxy or otherwise), all shares of Series B Preferred Stock registered

in its name or beneficially owned by it and/or over which it exercises voting control as of the date of the Support Agreement

and any other shares of Series B Preferred Stock legally or beneficially held or acquired by such Series B Investor after the

date of the Support Agreement or over which it exercises voting control, in favor of any Fundamental Action desired to be taken

by the Company as determined by the Board.

For purposes of each Support Agreement, “Fundamental Action”

action proposed to be taken by the Company and set forth in Section 4(d)(i), 4(d)(ii), 4(d)(v), 4(d)(vi), 4(d)(viii) or 4(d)(ix)

of the Certificate of Designation of Series B Preferred Stock or Section 8.5.1.1, 8.5.1.2, 8.5.1.5, 8.5.1.6, 8.5.1.8 or 8.5.1.9

of the Amended and Restated Investor Rights Agreement.

The support agreement between the Company and Ampersand was terminated

by mutual agreement on July 9, 2020;

however, the support agreement entered into with 1315 Capital remains in effect.

of December 31, 2020 and 2019, there were 47,000 Series B and 270 Series A issued and outstanding shares of preferred stock, respectively.

September 20, 2019, the Company entered into an Equity Distribution Agreement with Oppenheimer & Co.

Inc., as Agent, pursuant

to which the Company may, from time to time, issue and sell shares of its Common Stock, at an aggregate offering price of up to

$4.8 million (the “Shares”) through the Agent.

Under the terms of the Equity Distribution Agreement, the Agent may

sell the Shares at market prices by any method that is deemed to be an “at the market offering”

as defined in Rule

415 under the Securities Act of 1933, as amended (the “Securities Act”).

to the terms and conditions of the Equity Distribution Agreement, the Agent will use its commercially reasonable efforts to sell

the Shares from time to time, based upon the Company’s instructions.

The Company has no obligation to sell any of the Shares

and may, at any time, suspend sales under the Equity Distribution Agreement or terminate the Equity Distribution Agreement in

accordance with its terms.

The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled

to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold.

The Equity Distribution Agreement contains

customary representations and warranties and the Company is required to deliver customary closing documents and certificates in

connection with sales of the Shares.

In 2019, 97,817 shares (as adjusted for the reverse stock split) were sold for net proceeds

to the Company of approximately $0.2 million.

In 2020, approximately 178,000 shares were sold for net proceeds to the Company

of approximately $0.7 million.

a result of the January 10, 2020 Securities Purchase and Exchange Agreement, additional Shares may no longer be sold under the

ATM arrangement without a majority approval by the holders of the Series B Preferred Stock in accordance with the Amended and

Restated Investor Rights Agreement entered into on that date.

Since our common stock has been delisted by The Nasdaq Stock

Market LLC (“Nasdaq”) due to our failure to meet minimum stockholders’

equity requirements, we are no longer

eligible to sell under the Equity Distribution Agreement.

In addition, we are currently ineligible to use a Form S-3 shelf registration

See Note 21, Subsequent Events .

January 10, 2020, the Company entered into a Securities Purchase and Exchange Agreement (the “Securities Purchase and Exchange

Agreement”) with 1315 Capital and Ampersand (collectively, the “Investors”) pursuant to which the Company agreed to

sell to the Investors an aggregate of $ 20.0 million in Series B Preferred Stock of the Company, at an issuance price per share of $ 1,000 .

Pursuant to the Securities Purchase and Exchange Agreement, 1315 Capital agreed to purchase 19,000 shares of Series B Preferred Stock

at an aggregate purchase price of $ 19.0 million and Ampersand agreed to purchase 1,000 shares of Series B Preferred Stock at an aggregate

purchase price of $ 1.0 million.

addition, the Company agreed to exchange $ 27.0 million of the Company’s existing Series A convertible preferred stock, par value

$ 0.01 per share, held by Ampersand (the “Series A Preferred Stock”), represented by 270 shares of Series A Preferred Stock

with a stated value of $ 100,000 per share, which represents all of the Company’s issued and outstanding Series A Preferred Stock,

for 27,000 newly issued shares of Series B Preferred Stock (such shares of Series B Preferred Stock, the “Exchange Shares”

and such transaction, the “Exchange”).

Following the Exchange, no shares of Series A Preferred Stock remained designated,

authorized, issued or outstanding.

The Series B Preferred Stock has a conversion price of $ 6.00 as compared to a conversion price of

$ 8.00 on the Series A Preferred Stock, but did not include certain rights applicable to the Series A Preferred Stock, including a six-percent

( 6 %) dividend and a conversion price adjustment for any failure by the Company to achieve a revenue target of $ 34.0 million in 2020 related

to its clinical services or a weighted-average anti-dilution adjustment.

Under the terms of the Securities Purchase and Exchange Agreement,

Ampersand also agreed to waive all dividends and weighted-average anti-dilution adjustments accrued to date on the Series A Preferred

convertible financial instrument includes a beneficial conversion feature if its conversion price is lower than the Company’s stock

price at the commitment date.

The Company determined that the sale of the Series B Preferred resulted in a beneficial conversion feature

with an intrinsic value of $ 2.2 million, which the Company recorded as a reduction to additional paid-in capital upon the sale of the

Series B Preferred stock.

The Company calculated the intrinsic value of the beneficial conversion feature as the difference between the

estimated fair value of the Common Stock on January 15, 2020 of $ 6.79 per share and the effective conversion price per share of $ 6.00

multiplied by the number of shares of common stock issuable upon conversion.

The Company fully amortized the beneficial conversion feature

during the three months ended March 31, 2020 in accordance with GAAP.

The beneficial conversion feature resulted in an increase in the

loss attributable to common shareholders for the three months ended March 31, 2020 in the Condensed Consolidated Statement of Operations,

as it represented a deemed dividend to the preferred shareholders.

April 2020, the Company entered into support agreements with each of the Series B Investors, pursuant to which Ampersand and 1315 Capital,

respectively, consented to, and agreed to vote (by proxy or otherwise), all shares of Series B Preferred Stock registered in its name

or beneficially owned by it and/or over which it exercises voting control as of the date of the Support Agreement and any other shares

of Series B Preferred Stock legally or beneficially held or acquired by such Series B Investor after the date of the Support Agreement

or over which it exercises voting control, in favor of any Fundamental Action desired to be taken by the Company as determined by the

For purposes of each Support Agreement, “Fundamental Action” means any action proposed to be taken by the Company

and set forth in Section 4(d)(i), 4(d)(ii), 4(d)(v), 4(d)(vi), 4(d)(viii) or 4(d)(ix) of the Certificate of Designation of Series B Preferred

Stock or Section 8.5.1.1, 8.5.1.2, 8.5.1.5, 8.5.1.6, 8.5.1.8 or 8.5.1.9 of the Amended and Restated Investor Rights Agreement.

agreement between the Company and Ampersand was terminated by mutual agreement on July 9, 2020;

however, the support agreement entered

into with 1315 Capital remains in effect.

During October 2021, Ampersand and 1315 Capital provided consent to the Company to enter into

the Comerica Loan Agreement and the BroadOak Term Loan.

of December 31, 2021 and 2020, there were 47,000 Series B issued and outstanding shares of preferred stock, respectively.

Loan and Repayment of Promissory Notes

October 29, 2021, the Company and its subsidiaries entered into a Loan and Security Agreement (the “BroadOak Loan Agreement”)

with BroadOak, providing for a term loan in the aggregate principal amount of $ 8,000,000 (the “Term Loan”).

Funding of the

Term Loan took place on November 1, 2021.

The Term Loan matures upon the earlier of (i) October 31, 2024 or (ii) the occurrence of a

change in control, and bears interest at the rate of 9 % per annum.

The Term Loan is secured by a security interest in substantially all

of the Company’s and its subsidiaries’ assets and is subordinate to the Company’s recently established $ 7,500,000 revolving

credit facility with Comerica Bank.

The Term Loan has an origination fee of 3 % of the Term Loan amount, and a terminal payment equal

to (i) 15% of the original principal amount of the Term Loan if the change of control occurs on or prior to the first anniversary of

the funding of the Term Loan, (ii) 20% of the original principal amount of the Term Loan if the change of control occurs after the first

anniversary but on or prior to the second anniversary of the funding of the Term Loan and (iii) 30% of the original principal amount

of the Term Loan if the change of control occurs after the second anniversary of the funding of the Term Loan, or if the Term Loan is

repaid on its maturity date .

BroadOak Loan Agreement contains affirmative and negative restrictive covenants that are applicable from and after the date of the Term

Loan advance.

These restrictive covenants, which include restrictions on certain mergers, acquisitions, investments, encumbrances,

etc., could adversely affect our ability to conduct our business.

The BroadOak Loan Agreement also contains customary events of default.

connection with the BroadOak Loan Agreement, the Company and its subsidiaries entered into that certain First Amendment to Loan and Security

Agreement and Consent with Comerica, dated as of November 1, 2021 (the “Comerica Amendment”), pursuant to which Comerica

consented to the Company’s and its subsidiaries’ entry into the BroadOak Loan Agreement, and amended that certain Loan and

Security Agreement among Comerica, the Company and its subsidiaries (the “Comerica Loan Agreement”) to, among other things,

permit the indebtedness, liens and encumbrances contemplated by the BroadOak Loan Agreement.

a condition for BroadOak to extend the Term Loan to the Company and its subsidiaries, the Company’s existing creditor, Comerica,

and BroadOak entered into that certain Subordination and Intercreditor Agreement, dated as of November 1, 2021, pursuant to which BroadOak

agreed to subordinate all of the indebtedness and obligations of the Company and its subsidiaries owing to BroadOak to all of the indebtedness

and obligations of the Company and its subsidiaries owing to Comerica (the “Intercreditor Agreement”).

BroadOak further agreed

to subordinate all of its respective security interests in assets or property of the Company and its subsidiaries to Comerica’s

security interests in such assets or property.

The Intercreditor Agreement provides that it is solely for the benefit of BroadOak and

Comerica and is not for the benefit of the Company or any of its subsidiaries.

Company concluded that the Note met the definition of a “recognized financial liability” which is an acceptable financial

instrument eligible for the fair value option under ASC 825-10-15-4, and did not meet the definition of any of the financial instruments

listed within ASC 825-10-15-5 that are not eligible for the fair value option.

The Note is not convertible and does not have any component

recorded to shareholders’ equity.

Accordingly, the Company elected the fair value option for the Note.

Promissory Notes – Related Parties

January 7, 2021, the Company entered into promissory notes with Ampersand, in the amount of $ 3 million, and 1315 Capital, in the amount

of $ 2 million, respectively (together, the “Notes”) and a related security agreement (the “Security Agreement”).

shares of the Company’s Series B Convertible

Preferred Stock, which are convertible from time to time into an aggregate of 4,666,666

shares of our Common Stock, and 1315 Capital

shares of the Company Series B Convertible Preferred

Stock, which are convertible from time to time into an aggregate of 3,166,668

shares of our Common Stock.

On an as-converted

basis, such shares would represent approximately 38.7 %

of our fully-diluted shares of Common Stock, respectively.

In addition, pursuant to the terms of the Series B Convertible Preferred Stock certificate of designation and an amended and restated

investor rights agreement among the Company and Ampersand and 1315 Capital, they each have the right to (1) approve certain of our actions,

including our borrowing of money and any public offering of securities, and (2) designate two directors to our Board of Directors;

that certain of such rights held by 1315 Capital have been delegated pursuant to the related Support Agreement (See Note 12, Equity ).

As a result, the Company considers the Notes and Security Agreement to be a related party transaction.

rate of interest on the Notes was equal to eight percent ( 8.0 %)

per annum and their maturity date was 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 Notes.

No interest payments were due on the Notes until their maturity date.

All payments on

the Notes were pari passu.

May 10, 2021, (i) the Company and Ampersand amended the Ampersand Note to increase its principal amount to $ 4.5 million, (ii) the Company

and 1315 Capital amended the 1315 Capital Note to increase its principal amount to $ 3.0 million and (iii) the Company and Ampersand amended

the Security Agreement to include the new total principal amount of the Notes of $ 7.5 million.

The maturity date of the Notes remained

the earlier of June 30, 2021 and the date on which all amounts become due upon the occurrence of any event of default and the interest

rate remained 8 %, and except with respect to their respective principal amounts, the terms of the Notes and the Security Agreement were

otherwise unchanged.

June 24, 2021, August 31, 2021, and September 29, 2021, the Company and Ampersand amended the Ampersand Note to change its maturity date

to the earlier of (a) August 31, 2021, September 30, 2021, and October 31, 2021, respectively and (b) the date on which all amounts become

due upon the occurrence of any event of default as defined in the Ampersand Note.

On June 25, 2021, August 31, 2021, and September 29,

2021, the Company and 1315 Capital amended the 1315 Capital Note to change its maturity date in a similar manner.

Except with respect

to their respective maturity dates, the terms of the Notes are otherwise unchanged.

The Security Agreement remained in full force and

effect, and was not amended in connection with the amendments to the Notes.

the case of the amendments, the Company reviewed the changes in accordance with ASC 470 and determined they should be treated as modifications.

Notes contained certain negative covenants which prevented the Company from issuing any debt securities pursuant to which the

Company issues shares, warrants or any other convertible security in the same transaction or a series of related transactions, except

that Company may incur or enter into any capitalized and operating leases in the ordinary course of business consistent with past practice,

or borrowed money or funded debt in an amount not to exceed $4.5 million (the “Debt Threshold”) that is subordinated to the

Notes on terms acceptable to Ampersand and 1315 Capital;

provided, that if the aggregate consolidated revenue recognized by the Company

as reported on Form 10-K as filed with the SEC for any fiscal year ending after January 10, 2020 exceeds $45 million, the Debt Threshold

for the following fiscal year shall increase to an amount equal to:

(x) ten percent (10%);

multiplied by (y) the consolidated revenue

as reported by the Company on Form 10-K as filed with the SEC for the previous fiscal year .

Company used the proceeds of the BroadOak Term Loan discussed above to repay in full at their maturity all outstanding indebtedness under

the promissory notes with Ampersand, dated January 7, 2021 and as last amended on September 29, 2021, in the amount of $ 4.5 million,

and 1315 Capital, dated January 7, 2021 and as last amended on September 29, 2021, in the amount of $ 3 million, respectively.

Ampersand, and 1315 Capital also terminated a related security agreement.

outstanding and warrant activity for the year ended December 31, 2021 are as follows:

of Warrants Outstanding and Warrants Activity

Classification

Cancelled/ Expired

Private Placement Warrants,

issued January 25, 2017

Private Placement

Warrants, issued January 25, 2017

RedPath Warrants, issued March 22, 2017

2 unchanged sentences

December 2022

Base & Overallotment Warrants, issued

June 21, 2017

Vendor Warrants, issued August 6, 2017

Base & Overallotment Warrants,

issued June 21, 2017

Warrants issued October 12, 2017

Underwriters Warrants, issued January 25, 2019

weighted average exercise price of the warrants is $15.97 and the weighted average remaining contractual life is approximately

Company’s stock-incentive program is a long-term retention program that is intended to attract, retain and provide incentives

for talented employees, officers and directors, and to align stockholder and employee interests.

Currently, the Company is able

to grant options, stock appreciation rights (“SARs”) and restricted shares from the Interpace Biosciences, Inc.

Equity Incentive Plan.

No new grants may be made under the Company’s prior stock incentive plan, the Interpace Diagnostics

(now known as Interpace Biosciences, Inc.) Amended and Restated 2004 Stock Award and Incentive Plan (the “2004

Plan”).

Unless earlier terminated by action of the Company’s board of directors, the 2004 Plan will remain in effect

until such time as no stock remains available for delivery and the Company has no further rights or obligations under the 2004

Plan with respect to outstanding awards thereunder.

weighted average exercise price of the warrants is $ 15.97 and the weighted average remaining contractual life is approximately 0.4 years.

Company’s stock-incentive program is a long-term retention program that is intended to attract, retain and provide incentives for

talented employees, officers and directors, and to align stockholder and employee interests.

Currently, the Company is able to grant

options, stock appreciation rights (“SARs”) and restricted shares from the Interpace Biosciences, Inc.

2019 Equity Incentive

No new grants may be made under the Company’s prior stock incentive plan, the Interpace Diagnostics Group, Inc.

as Interpace Biosciences, Inc.) Amended and Restated 2004 Stock Award and Incentive Plan (the “2004 Plan”).

Unless earlier

terminated by action of the Company’s board of directors, the 2004 Plan will remain in effect until such time as no stock remains

available for delivery and the Company has no further rights or obligations under the 2004 Plan with respect to outstanding awards thereunder.

Historically,

stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10

10 years from the date they are granted, and generally vested over a one to three-year period for employees and members of the

Upon exercise, new shares will be issued by the Company.

The restricted shares and restricted stock units (“RSUs”)

granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under

certain circumstances.

Restricted shares and RSUs granted to Board members generally have a three-year graded vesting period and

are subject to accelerated vesting and forfeiture under certain circumstances.

Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock options and SARs.

years from the date they are granted, and generally vested over a one to three-year period for employees and members of the Board.

exercise, new shares will be issued by the Company.

The restricted shares and restricted stock units (“RSUs”) granted to

employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances.

Restricted shares and RSUs granted to Board members generally have a three-year graded vesting period and are subject to accelerated

vesting and forfeiture under certain circumstances .

Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock options.

The determination

of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s

stock price as well as assumptions regarding a number of complex and subjective variables.

These variables include the Company’s

expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free

1 unchanged sentence

Expected volatility is based on historical volatility.

As there is no trading volume for

the Company’s options, implied volatility is not representative of the Company’s current volatility so the historical

volatility of the Company’s common stock is determined to be more indicative of the Company’s expected future stock

The expected life is determined using the safe-harbor method.

The Company expects to use this simplified method for

valuing employee options until more detailed information about exercise behavior becomes available over time.

The Company bases

the risk-free interest rate on U.S.

Treasury zero-coupon issues with remaining terms similar to the expected term on the options.

The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield

of zero in the option valuation model.

The Company is required to estimate forfeitures at the time of grant and revise those estimates

in subsequent periods if actual forfeitures differ from those estimates.

The Company uses historical data to estimate pre-vesting

option forfeitures and records stock-based compensation expense only for those awards that are expected to vest.

The Company recognizes

compensation cost, net of estimated forfeitures, arising from the issuance of stock options and SARs on a straight-line basis

over the vesting period of the grant.

Company began an employee stock purchase plan in 2020 and recognized approximately $0.04 million in expense related to that plan.

estimated compensation cost associated with the granting of restricted stock and restricted stock units is based on the fair value

of the Company’s common stock on the date of grant.

The Company recognizes the compensation cost, net of estimated forfeitures,

arising from the issuance of restricted stock and restricted stock units on a straight-line basis over the shorter of the vesting

period or the period from the grant date to the date when retirement eligibility is achieved.

following table provides the weighted average assumptions used in determining the fair value of the stock options granted during

the years ended December 31, 2020 and December 31, 2019.

As there is no trading volume for the Company’s

options, implied volatility is not representative of the Company’s current volatility so the historical volatility of the Company’s

common stock is determined to be more indicative of the Company’s expected future stock performance.

The expected life is determined

using the safe-harbor method.

The Company expects to use this simplified method for valuing employee options until more detailed information

about exercise behavior becomes available over time.

The Company bases the risk-free interest rate on U.S.

Treasury zero-coupon issues

with remaining terms similar to the expected term on the options.

The Company does not anticipate paying any cash dividends in the foreseeable

future and therefore uses an expected dividend yield of zero in the option valuation model.

The Company is required to estimate forfeitures

at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates.

uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that

are expected to vest.

The Company recognizes compensation cost, net of estimated forfeitures, arising from the issuance of stock options on a straight-line basis over the vesting period of the grant.

Company began an employee stock purchase plan in 2020 and recognized approximately $ 0.1 million and $ 0.04 million in expense related

to that plan for the years ended December 31, 2021 and 2020, respectively.

estimated compensation cost associated with the granting of restricted stock and restricted stock units is based on the fair value of

the Company’s common stock on the date of grant.

The Company recognizes the compensation cost, net of estimated forfeitures, arising

from the issuance of restricted stock and restricted stock units on a straight-line basis over the shorter of the vesting period or the

period from the grant date to the date when retirement eligibility is achieved.

following table provides the weighted average assumptions used in determining the fair value of the stock options granted during the

years ended December 31, 2021 and December 31, 2020.

of Stock Options, Valuation Assumptions

December 31, 2021

December 31, 2020

Risk-free interest rate

5 unchanged sentences

fair value of stock options granted during the year ended December 31, 2020 was estimated to be $ 5.36 .

There were no options or

SARs exercised in 2020 or 2019.

Historically, shares issued upon the exercise of options have been new shares and have not come

from treasury shares.

compensation for the years ended December 31, 2020 and 2019

is as follows:

There were 13,042 options exercised

There were no options exercised in 2020.

Historically, shares issued upon the exercise of options have been new shares and have

not come from treasury shares.

compensation for the years ended December 31, 2021 and 2020 is as follows:

of Share-Based Compensation Arrangements by Share-Based Payment Award

RSUs and restricted stock

1 unchanged sentence

Common stock awards

Total stock-based

compensation expense

summary of stock option and SARs activity for the year ended December 31, 2020, and changes during such year, is presented below:

Total stock-based compensation expense

summary of stock option activity for the year ended December 31, 2021, and changes during such year, is presented below:

of Stock Option Activity

Weighted-Average

Outstanding at January 1, 2021

Forfeited or expired

Outstanding at December 31, 2021

1 unchanged sentence

Vested and expected to vest

summary of the status of the Company’s non-vested options for the year ended December 31, 2020, and changes during such

year, is presented below:

Average Grant Date Fair Value

summary of the status of the Company’s non-vested options for the year ended December 31, 2021, and changes during such year, is

presented below:

of Non Vested Option Activity

Nonvested at January 1, 2021

2 unchanged sentences

The weighted-average grant date fair value of options vested during the year ended December 31, 2020 was $ 7.34 .

summary of the Company’s non-vested shares of restricted stock and restricted stock units for the year ended December 31,

summary of the Company’s non-vested shares of restricted stock and restricted stock units for the year ended December 31, 2021,

and changes during such year, is presented below:

Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity

Nonvested at January 1, 2021

Nonvested at December 31, 2021

aggregate fair value of restricted stock units vested during each of the years ended December 31, 2020 and 2019 was $0.4 million

and $0.2 million, respectively.

of December 31, 2020, there was approximately $2.5 million of total unrecognized compensation cost, net of estimated forfeitures,

related to unvested stock options and restricted stock units.

Company’s clinical services customers consist primarily of physicians, hospitals and clinics.

Its revenue channels include

Medicare, Medicare Advantage, Medicaid, Client Billings (hospitals, etc.), and commercial payers.

The following sets forth the

net revenue generated by revenue channel accounted for more than 10% of the Company’s revenue from continuing operations

during the years ended December 31, 2020 and 2019, respectively.

For the years ended December 31, 2020 and December 31, 2019,

revenue from Medicare was approximately 50% and 44% of total revenue, respectively.

Ended December 31,

Commercial Payers

aggregate fair value of restricted stock units vested during each of the years ended December 31, 2021 and 2020 was $ 0.3 million and

$ 0.4 million, respectively.

of December 31, 2021, there was approximately $ 2.0 million of total unrecognized compensation cost, net of estimated forfeitures, related

to unvested stock options and restricted stock units.

Company’s clinical services customers consist primarily of physicians, hospitals and clinics.

Its revenue channels include Medicare,

Medicare Advantage, Medicaid, Client Billings (hospitals, etc.), and commercial payers.

The following sets forth the net revenue generated

by revenue channel accounted for more than 10% of the Company’s revenue from continuing operations during the years ended December

31, 2021 and 2020, respectively.

For the years ended December 31, 2021 and December 31, 2020, revenue from Medicare was approximately

54 % and 50 % of total revenue, respectively.

Schedule of Revenue by Major Customers

Years Ended December 31,

Medicare Advantage

Commercial Payors

Client Billings

benefit from income taxes on continuing operations for the years ended December 31, 2021 and 2020 is comprised of the following:

Schedule of Components of Income Tax Expense (Benefit)

Total current

Total deferred

Company performs an analysis each year to determine whether the expected future income will more likely than not be sufficient

to realize the deferred tax assets.

The Company’s recent operating results and projections of future income weighed heavily

in the Company’s overall assessment.

As a result of this analysis, the Company continues to maintain a full valuation allowance

against its federal and state net deferred tax assets at December 31, 2020 as the Company believes that it is more likely than

not that these assets will not be realized.

In the current year, the company maintains a full valuation allowance in consolidation

and no separate company deferred tax liability recorded will be recorded.

tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2020

and 2019 are as follows:

net operating loss carryforwards

State net operating

loss carryforwards

Allowances and

(Benefit) provision from income taxes

Company performs an analysis each year to determine whether the expected future income will more likely than not be sufficient to realize

the deferred tax assets.

The Company’s recent operating results and projections of future income weighed heavily in the Company’s

overall assessment.

As a result of this analysis, the Company continues to maintain a full valuation allowance against its federal and

state net deferred tax assets at December 31, 2021 as the Company believes that it is more likely than not that these assets will not

In the current year, the company maintains a full valuation allowance in consolidation and no separate company deferred

tax liability recorded will be recorded.

tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2021 and 2020

are as follows:

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets:

Federal net operating loss carryforwards

State net operating loss carryforwards

Allowances and reserves

Intangible assets

2 unchanged sentences

Deferred revenue

Valuation allowance

Gross deferred tax assets

Deferred tax liability:

and equipment

liability-net valuation allowance

Company’s deferred tax asset and deferred tax liabilities are included within Other long-term liabilities , respectively,

Property and equipment

Deferred tax liability-net valuation allowance

Company’s deferred tax asset and deferred tax liabilities are included within Other long-term liabilities , respectively,

within the consolidated balance sheet as of December 31, 2021 and 2020.

Federal tax attribute carryforwards at December

31, 2020, consist primarily of approximately $81.0 million of federal net operating losses.

In addition, the Company has

approximately $48.3 million of state net operating losses carryforwards.

The utilization of the federal carryforwards as

an available offset to future taxable income is subject to limitations under federal income tax laws.

Under current federal income

tax law, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility

of such federal NOLs is limited to 80% of Federal Taxable Income, and current state net operating losses not utilized begin to

expire this year.

Federal tax attribute carryforwards at December 31, 2021, consist

primarily of approximately $ 118.6

million of federal net operating losses.

In addition, the Company has approximately $ 56.3

million of state net operating losses carryforwards

post 382 ownership change.

The utilization of the federal carryforwards as an available offset to future taxable income is subject to

limitations under federal income tax laws.

current federal income tax law, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely,

but the deductibility of such federal NOLs is limited to 80% of Federal Taxable Income, and current state net operating losses not utilized

begin to expire this year .

NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities.

NOL, and tax credit carry forwards may become subject to an annual limitation in the event of certain cumulative changes in

the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382

and 383 of the Internal Revenue Code of 1986, as amended, or the Code, as well as similar state tax provisions.

of the annual limitation, if any, will be determined based on the value of our company immediately prior to an ownership

Subsequent ownership changes may further affect the limitation in future years.

tax credit carry forwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest

of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue

Code of 1986, as amended, or the Code, as well as similar state tax provisions.

The amount of the annual limitation, if any, will be

determined based on the value of our company immediately prior to an ownership change.

Subsequent ownership changes may further affect

the limitation in future years.

Additionally, U.S.

tax laws limit the

time during which these carry forwards may be applied against future taxes, therefore, we may not be able to take full

advantage of these carry forwards for federal income tax purposes.

During 2020, the Company completed an assessment of the

available NOLs under Section 382 and determined that the Company underwent an ownership change in 2017 and as a result, NOLs

attributable to the pre-ownership change are subject to a substantial annual limitation under Section 382 of the Internal

Revenue Code due to the ownership changes.

The Company has adjusted their NOL carryforwards to address the impact of the 382

ownership change.

This resulted in a reduction of available Federal and State NOLs of $153.8 million and $60.6 million, respectively.

reconciliation of the difference between the federal statutory tax rates and the Company’s effective tax rate from continuing

operations is as follows:

Federal statutory rate

State income tax rate, net of Federal

tax laws limit the time during which these carry forwards may be applied against future

taxes, therefore, we may not be able to take full advantage of these carry forwards for federal income tax purposes.

During 2021, the

Company completed a 382 assessment of the available NOLs under Section 382 and determined that the Company underwent an ownership change

on March 30, 2017 and July 15, 2019 and as a result, NOLs attributable to the pre-ownership change are subject to a substantial annual

limitation under Section 382 of the Internal Revenue Code due to the multiple ownership changes.

The Company has adjusted their NOL carryforwards

to address the impact of the 382 ownership change.

Federal Net Operating Losses of $ 71.2

million are subject to annual limitation as of

the ownership changes for ownership changes.

The remaining $ 47.4 M

of NOLs incurred post July 15, 2019 are not subject to any annual limitation and can be carried forward indefinitely.

reconciliation of the difference between the federal statutory tax rates and the Company’s effective tax rate from continuing operations

is as follows:

Schedule of Effective Income Tax Rate Reconciliation

Federal statutory

State income tax rate, net

of Federal tax benefit

Meals and entertainment

Valuation allowance

operations allocation

Effective tax

NOL credit sale

following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2020:

Balance of unrecognized benefits as of

January 1, 2019

for tax positions of prior years

Schedule of Unrecognized Tax Benefits Roll Forward

Balance of unrecognized benefits as of January 1, 2020

Additions for tax positions of prior years

Balance as of January 1, 2021

for tax positions of prior years

Additions for tax positions of prior years

Balance as of December 31, 2021

of December 31, 2021 and 2020, the total amount of gross unrecognized tax benefits was $ 0.9 million and $ 0.9 million, respectively.

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2020

and 2019 was $0.9 million and $0.9 million, respectively.

Company recognized interest and penalties of $0.3 million and $0.3 million, respectively, related to uncertain tax positions in

income tax expense during each of the years ended December 31, 2020 and 2019.

At December 31, 2020 and 2019, accrued interest

and penalties, net were $3.4 million and $3.1 million, respectively, and included in the Other long-term liabilities

in the consolidated balance sheets.

plans to commence filing tax clearance certificates in states and related tax jurisdictions in which un-recognized tax benefits

attributable to its former operating entities are recorded as long-term liabilities on the accompanying balance sheet.

can range from 6 to 18 months before the Company receives clearance as to balances, if any, it may owe to a particular state or

tax jurisdiction.

Upon receipt and acknowledgment from a state or tax jurisdiction, the Company will settle the remaining obligation

or reverse the recorded amount owed during the period in which the tax clearance certificate is obtained.

total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2021 and 2020 was

$ 0.9 million and $ 0.9 million, respectively.

Company recognized interest and penalties of $ 0.2 million and $ 0.3 million, respectively, related to uncertain tax positions in income

tax expense during each of the years ended December 31, 2021 and 2020.

At December 31, 2021 and 2020, accrued interest and penalties,

net were $ 3.6 million and $ 3.4 million, respectively, and included in the Other long-term liabilities in the consolidated balance

Company and its subsidiaries file a U.S.

Federal consolidated income tax return and consolidated and separate income tax returns

in numerous states and local tax jurisdictions.

Federal consolidated income tax return and consolidated and separate income tax returns in numerous

states and local tax jurisdictions.

The following tax years remain subject to examination as of December 31, 2021:

Schedule of Tax Years Subject to Examination

State and Local

the extent there was a failure to file a tax return in a previous year;

the statute of limitation will not begin until the return

the statute of limitation will not begin until the return is

There were no examinations in process by the Internal Revenue Service as of December 31, 2021.

In 2014, the Company

was selected for examination by the Internal Revenue Service for the tax periods ending December 31, 2012 and December 31, 2011

that concluded in 2016 with no adjustments.

Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017 and became effective for tax years beginning after

December 31, 2017.

The TCJA had significant changes to U.S.

tax law, lowering U.S.

corporate income tax rates, implementing a

territorial tax system, imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries and modified

the taxation of other income and expense items.

TCJA reduces the U.S.

corporate income tax rate from 34% to 21%, effective January 1, 2018.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to reverse.

As a result of the reduction in the U.S.

corporate income tax rate from 34% to 21% under the TCJA, we revalued

deferred tax assets, net as of December 31, 2017.

The tax impact of revaluation of the deferred tax assets, net was $22,768,303,

which was wholly offset by a corresponding reduction in our valuation allowance of $22,768,303 resulting in a no net impact to

our income tax expense.

to the timing of the new tax law and the substantial changes it brings, the staff of the Securities and Exchange Commission (the

“SEC”) issued Staff Accounting Bulletin No.

118 (“SAB 118”), which provides registrants a measurement

period to report the impact of the new US tax law.

During the measurement period, provisional amounts for the effects of the law

are recorded to the extent a reasonable estimate can be made.

To the extent that all information necessary is not available, prepared

or analyzed, companies may recognize provisional estimated amounts for a period of up to one year following enactment of the TCJA.

The Company did not have any changes to provisional estimates.

Basic and Diluted Net Loss per Share

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2021 and 2020 are as follows (rounded to thousands):

Ended December 31,

Schedule of Weighted Average Number of Shares

Years Ended December 31,

Basic weighted average number of common shares

Potential dilutive

effect of stock-based awards

Diluted weighted average number

of common shares

Company’s Series B Preferred Stock, on an as converted basis of 7,833,334 shares and the following outstanding stock-based

awards and warrants were excluded from the computation of the effect of dilutive securities on loss per share for the following

periods as they would have been anti-dilutive (rounded to thousands):

Ended December 31,

Potential dilutive effect of stock-based awards

Diluted weighted average number of common shares

Company’s Series B Preferred Stock, on an as converted basis of 7,833,334 shares and the following outstanding stock-based awards

and warrants were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they

would have been anti-dilutive (rounded to thousands):

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

Years Ended December 31,

Restricted stock units (RSUs)

November 13, 2018 the Company, Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC entered into a Loan and Security

Agreement (the “SVB Loan Agreement”) with Silicon Valley Bank (“SVB”), which provided for up to $4.0 million

of debt financing consisting of a term loan of up to $850,000 and a revolving line of credit based on its outstanding accounts

receivable (the “Revolving Line”) of up to $3.75 million.

As of December 31, 2020 and December 31, 2019, the balance

of the Revolving Line was zero and $3.0 million, respectively

October 19, 2020, the Company entered into the Second Amendment, which amended the SVB Loan Agreement.

the terms of the Second Amendment, Interpace Pharma Solutions (“IPS”) joined the SVB Loan Agreement as a borrower

and granted SVB a continuing lien upon and security interest in all of the assets of IPS.

Additionally, SVB waived certain existing

or potential defaults under the SVB Loan Agreement, including the Company’s failure to meet certain financial covenants

(specifically, the adjusted quick ratio requirement) for the months ended July 31, 2020 and August 31, 2020 and the Company’s

reporting requirements under the SVB Loan Agreement.

SVB agreed to forebear from exercising its rights and remedies in connection

with the Company’s reporting requirements until the earlier to occur of (a) the occurrence of any event of default (as defined

in the SVB Loan Agreement) other than any arising due to the Company’s reporting requirements which were waived by SVB,

or (b) December 31, 2020.

Second Amendment also modified the SVB Loan Agreement to, among other things, a) exclude compliance by the Company with the adjusted

quick ratio covenant requirement for the month of October 2020 as well as any month thereafter prior to the Funding Date of the

first Advance (in each case, as defined in the SVB Loan Agreement), if any, b) require delivery of certain insurance policy endorsements

which have been provided by the Company, c) increase the maximum aggregate amount utilized for the issuance of the Letter of Credit

by SVB in favor of the Company’s landlord for its Pittsburgh, Pennsylvania laboratory facility from $250,000 to $1,000,000,

and d) increase the floating annual rate of interest on any principal amount outstanding under the Revolver to the greater of

(A) one percent (1.0%) above the Prime Rate (as defined in the SVB Loan Agreement) and (B) four and one-quarter of one percent

Prior to the Second Amendment, such interest accrued at a rate equal to one-half of one percent (0.50%) above the Prime

Second Amendment provided that any future Credit Extension (as defined in the SVB Loan Agreement) by SVB to the Company will be

made in SVB’s sole and absolute discretion.

The Company agreed to reimburse SVB for all out-of-pocket reasonable and documented

legal fees and expenses incurred in connection with the Second Amendment.

Line of Credit

October 13, 2021, the Company and its subsidiaries entered into a Loan and Security Agreement (the “Comerica Loan Agreement”)

with Comerica Bank (“Comerica”), providing for a revolving credit facility of up to $ 7,500,000 (the “Credit Facility”).

The Company may use the proceeds of the Credit Facility for working capital and other general corporate purposes.

amount that may be borrowed under the Credit Facility is the lower of (i) the revolving limit of $ 7,500,000 (the “Revolving Line”)

and (ii) 80 % of the Company’s eligible accounts receivable plus an applicable non-formula amount consisting of $ 2,000,000 of additional

availability at close not based upon the Company’s eligible accounts receivable, with such additional availability reducing by

$ 250,000 per quarter beginning with the quarter ending June 30, 2022.

Borrowings on the Credit Facility are limited to $ 5,000,000 until

80 % of the Company’s and its subsidiaries’ customers are paying into a collection account or segregated governmental account

with Comerica.

The Revolving Line can also include, at the Company’s option, credit card services with a sublimit of $ 300,000 .

Borrowings on the Revolving Line are subject to an interest rate equal to prime plus 0.50 %, with prime being the greater of (x) Comerica’s

stated prime rate or (y) the sum of (A) the daily adjusting LIBOR rate plus (B) 2.5 % per annum.

The Company is also required to pay an

unused facility fee quarterly in arrears in an amount equal to 0.25 % per annum on the average unused but available portion of the Revolving

Line for such quarter.

Credit Facility matures on September 30, 2023 , and is secured by a first priority lien on substantially all of the assets of the Company

and its subsidiaries.

As of December 31, 2021, the balance of the revolving line was $ 1.5 million.

Comerica Loan Agreement contains affirmative and negative restrictive covenants that are applicable whether or not any amounts are

outstanding under the Comerica Loan Agreement.

These restrictive covenants, which include restrictions on certain mergers,

acquisitions, investments, encumbrances, etc., could adversely affect our ability to conduct our business.

The Comerica Loan

Agreement also contains financial covenants requiring specified minimum liquidity and minimum revenue thresholds and also

contains customary events of default.

a condition for Comerica to extend the Credit Facility to the Company and its subsidiaries, the Company’s existing creditors, Ampersand

and 1315 Capital (the “Existing Creditors”), entered into that certain Subordination Agreement, dated as of October 13, 2021,

pursuant to which each Existing Creditor agreed to subordinate all of the indebtedness and obligations of the Company and its subsidiaries

owing to such Existing Creditor to all of the indebtedness and obligations of the Company and its subsidiaries owing to Comerica (the

“Subordination Agreement”).

Each Existing Creditor further agreed to subordinate all of its respective security interests

in assets or property of the Company and its subsidiaries to Comerica’s security interests in such assets or property.

The Subordination

Agreement provides that it is solely for the benefit of Comerica and each of the Existing Creditors and is not for the benefit of the

Company or any of its subsidiaries.

Line of Credit – Silicon Valley Bank

November 13, 2018 the Company, Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC entered into a Loan and Security Agreement

(the “SVB Loan Agreement”) with Silicon Valley Bank (“SVB”), which provided for up to $ 4.0 million of debt financing

consisting of a term loan of up to $ 850,000 and a revolving line of credit based on its outstanding accounts receivable (the “Revolving

Line”) of up to $ 3.75 million.

As of December 31, 2020, the balance of the Revolving Line with SVB was zero .

January 5, 2021, the Company terminated the SVB Loan Agreement in accordance with the terms of the agreement.

In connection with

the termination, SVB waived its right to any termination fees and released its security interest in the assets of the Company.

In connection with the

termination, SVB waived its right to any termination fees and released its security interest in the assets of the Company.

expenses are primarily related to the Rutherford, NJ lab closing and subsequent move to North Carolina, as well as other cost-saving

initiatives, primarily reductions in headcount as well as certain legal expenses.

The following is a roll forward of the transition expenses

Schedule of Transition Expenses

Infrastructure

Balance at December 31, 2020

Transition expenses

Balance at December 31, 2021

Cash Flow Information

The Years Ended December 31,

Net cash used in operating

activities of discontinued operations

Net cash provided by investing activities

of discontinued operations

Disclosure of Other Cash Flow Information

Supplemental Cash Flow Information

Cash paid for taxes

1 unchanged sentence

Disclosures of Non Cash Activities

Adoption of ASC 842 - right

Adoption of ASC 842 - operating lease

Taxes accrued for repurchase of restricted shares

Preferred Stock Deemed Dividend

Investment in DiamiR

Accrued financing costs

Accrued preferred dividends

February 16, 2021, the Company received a delisting determination letter (the “Letter”) from the Listing

Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating

that the Staff has determined to delist the Company’s common stock from Nasdaq due to the Company’s failure to regain

compliance with the Nasdaq Capital Market’s minimum $2,500,000 stockholders’

equity requirement for continued listing

as set forth in Nasdaq Listing Rule 5550(b) (the “Rule”) and the Company’s failure to timely execute its plan

to regain compliance under the Rule.

commenced with delisting the Company’s common stock from the Nasdaq Capital Market and, suspended trading in the Company’s

common stock effective at the open of business on February 25, 2021.

February 24, 2021, the Company was approved to have its common stock quoted on the OTCQX®

Best Market tier of the OTC Markets

(the “OTCQX”), an electronic quotation service operated by OTC Markets Group Inc.

The trading of the Company’s

common stock commenced on OTCQX at the open of business on February 25, 2021 under the trading symbol IDXG.

Promissory Notes

January 7, 2021, the Company entered into promissory notes with Ampersand, in the amount of $3 million, and 1315 Capital, in the

amount of $2 million, respectively (together, the “Notes”) and a related security agreement (the “Security Agreement”).

holds 28,000 shares of the Company’s Series B Convertible Preferred Stock, which are convertible from time to time into

an aggregate of 4,666,666 shares of our Common Stock, and 1315 Capital holds 19,000 shares of the Company Series B Convertible

Preferred Stock, which are convertible from time to time into an aggregate of 3,166,668 shares of our Common Stock.

On an as-converted

basis, such shares would represent approximately 39.3% and 26.7% of our fully-diluted shares of Common Stock, respectively.

addition, pursuant to the terms of the Series B Convertible Preferred Stock certificate of designation and an amended and restated

investor rights agreement among the Company and Ampersand and 1315 Capital, they each have the right to (1) approve certain of

our actions, including our borrowing of money and (2) designate two directors to our Board of Directors.

As a result, the Company

considers the Notes and Security Agreement to be a related party transaction.

rate of interest on the Notes is equal to eight percent (8.0%) per annum and their maturity date is 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 Notes.

interest payments are due on the Notes until their maturity date.

All payments on the Notes are pari passu.

connection with the Security Agreement, the Notes are secured by a first priority lien and security interest on substantially

all of the assets of the Company.

Additionally, if a change of control of the Company occurs (as defined in the Notes) the Company

is required to make a prepayment of the Notes in an amount equal to the unpaid principal amount, all accrued and unpaid interest,

and all other amounts payable under the Notes out of the net cash proceeds received by the Company from the consummation of the

transactions related to such change of control.

The Company may prepay the Notes in whole or in part at any time or from time

to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the

date of prepayment.

No prepaid amount may be re-borrowed.

Notes contain certain negative covenants which prevent the Company from issuing any debt securities pursuant to which the Company

issues shares, warrants or any other convertible security in the same transaction or a series of related transactions, except

that Company may incur or enter into any capitalized and operating leases in the ordinary course of business consistent with past

practice, or borrowed money or funded debt in an amount not to exceed $4.5 million (the “Debt Threshold”) that is

subordinated to the Notes on terms acceptable to Ampersand and 1315 Capital;

provided, that if the aggregate consolidated revenue

recognized by the Company as reported on Form 10-K as filed with the SEC for any fiscal year ending after January 10, 2020 exceeds

$45 million dollars, the Debt Threshold for the following fiscal year shall increase to an amount equal to:

(x) ten percent (10%);

multiplied by (y) the consolidated revenue as reported by the Company on Form 10-K as filed with the SEC for the previous fiscal

line of credit

January 5, 2021, the Company terminated the SVB Loan Agreement, see Note 19, Revolver , in accordance with the terms

of the agreement.

In connection with the termination, SVB waived its right to any termination fees and released its security interest

in the assets of the Company.

of New Haven Laboratory

March 17, 2021 the Company announced that it has entered into a definitive agreement to sell its New Haven, CT CLIA certified,

CAP accredited laboratory to DiamiR Biosciences, Corp.

(“DiamiR”).

Under the agreement, DiamiR will provide overflow

lab testing in support of the Company’s molecular thyroid testing products at its main laboratory in Pittsburgh, PA.

will also support specific Interpace assay development and validation services on behalf of the Company for the next three quarters.

Subject to specific terms and conditions of the agreement being met, it is anticipated that the transaction will close by the

end of April 2021.

Centers for Medicare & Medicaid

Services (CMS) Billing Policy Notice & Rights Offering

On January 28, 2022, the Company announced

that the Centers for Medicare & Medicaid Services (CMS) issued a new billing policy whereby CMS would no longer reimburse for the

use of the Company’s ThyGeNEXT ® and ThyraMIR ® tests when billed together by the same provider/supplier

for the same beneficiary on the same date of service and that the Company was terminating its previously announced rights offering and

the mutual termination of the standby purchase agreement with 3K Limited Partnership.

The CMS billing policy decision was subsequently

reversed in February 2022, however the Company has not yet realized the full cash collection benefit of current and retroactive Thyroid

testing and such cash collections may be temporarily reduced or delayed until we resolved the matter with CMS.

BIOSCIENCES, INC.

2 unchanged sentences

in thousands)

Schedule II - Valuation and Qualifying Accounts

Allowance for doubtful accounts

5 unchanged sentences

payments and actual write offs, as well as changes in estimates in the reserves.

Opening balance has been adjusted to reflect the impact of the immaterial

revision described in Note 1.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures