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Item 9A. Controls and Procedures

2023-03-27 compared with 2022-03-31 · 747 added, 754 removed, 768 unchanged (66% of the section changed)

3 unchanged sentences

of December 31, 2022.

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.

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

1 unchanged sentence

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.

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

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

statement preparation and presentation.

of December 31, 2022, 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

Based on this assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting

was effective based on those criteria.

in Internal Control over Financial Reporting

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.

has been no change in our internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2022

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

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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.

Asset Purchase Agreement, dated August 31, 2022 by and among Interpace Biosciences, Inc., Interpace Pharma Solutions, Inc.

and Flagship Biosciences, Inc., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2022.

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.

Description 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.

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.

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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.

and Consulting Agreement and General Release, dated September 30, 2022, by and between Interpace Biosciences, Inc.

and Thomas Freeburg,

incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2022.

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.

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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.

Robert Gorman Letter Agreement dated April 16, 2020, by and between Interpace Biosciences, Inc.

and Robert Gorman, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022.

Agreement, dated January 21, 2022, between Dr.

Vijay Aggarwal 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 January 27, 2022.

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.

8 unchanged sentences

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.

Fourth Lease Amendment (the “Amendment”) by and between Interpace Biosciences, Inc.

and Saddle Lane Realty, LLC, dated as of October 31, 2022, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022.

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.

9 unchanged sentences

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.

4 unchanged sentences

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.

Shared Services Agreement, dated August 31, 2022 by and among Interpace Biosciences, Inc., Interpace Pharma Solutions, Inc.

and Flagship Biosciences, Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2022.

Amendment to the Interpace Biosciences, Inc.

2019 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 15, 2022.

Amendment to the Interpace Biosciences, Inc.

Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 15, 2022.

Letter from BDO USA, LP dated April 13, 2022, incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2022.

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.

Consent of EisnerAmper, LLP, filed herewith.

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

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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.

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

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

XBRL Instance Document

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Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

compensatory plan, compensation arrangement or management contract.

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Chief Executive Officer and Director

March 31, 2022

Executive Officer)

Thomas Freeburg

Financial Officer and Treasurer

Financial Officer

Financial and Accounting Officer)

March 31, 2022

Joseph Keegan

6 unchanged sentences

Financial Statement Schedules

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

Report of Independent Registered Public Accounting Firm (EisnerAmper LLP;

Woodbridge, NJ;

PCAOB ID # 274 )

Financial Statements

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

Woodbridge, NJ ;

PCAOB ID # 243 )

Consolidated Financial Statements

Consolidated Balance Sheets at December 31, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021

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

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

2 unchanged sentences

of Independent Registered Public Accounting Firm

and Board of Directors

the Board of Directors and Stockholders of

Biosciences, Inc.

on the Consolidated Financial Statements

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

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.

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.

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.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Interpace Biosciences, Inc.

and Subsidiaries (the “Company”) as of December 31, 2022, and the related consolidated

statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes and the financial

statement schedule identified in item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of

their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United

States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

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.

We 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 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.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

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.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether 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 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 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

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.

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 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.

Critical Audit Matter

The critical audit matter communicated below is a

matter arising from the current period audit of the 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 financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on

the 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.

Variable Consideration in Revenue

As described in Note 1 to 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 subsequently

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

Revenue is recognized based on the estimated transaction price

or net realizable value, 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.

We identified the estimation of the variable consideration

as a critical audit matter due to the significant judgement and estimation required by management in their assessment.

This led to a high

degree of auditor subjectivity and significant audit effort was required in performing our procedures and evaluating audit evidence relating

to estimates and assumptions made by management.

Addressing the matter involved performing procedures

and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Our procedures

included, among other things, (i) obtaining an understanding of management’s process and evaluating the design of controls related

to revenue recognition;

(ii) assessing the reasonableness of management’s estimates of variable consideration utilizing the expected

value method based on its historical experience;

(iii) comparing the Company’s estimates of variable consideration to the history

of cash ultimately received from its payors;

and (iv) testing the historical accuracy of cash collections used in the Company’s

assumptions relating to variable consideration.

EisnerAmper LLP

have served as the Company’s auditor since 2022.

Philadelphia,

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Interpace Biosciences, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

Parsippany, New Jersey

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheet of Interpace Biosciences, Inc.

and Subsidiaries (the “Company”) as of December 31, 2021 , the related consolidated statements

of operations, stockholders’ deficit, and cash flows for the year 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 the results of its operations and its cash flows

for the period ended December 31, 2021 , in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed 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.

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.

Basis for Opinion

These 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 audit.

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.

We conducted our audit 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 audit 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.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether 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 audit 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 audit provide

a reasonable basis for our opinion.

We have served as the Company’s auditor

from 2012 to 2022.

/s/ BDO USA, LLP

Woodbridge, New Jersey

March 31, 2022 Except for Note 4 as to which the date

is March 27, 2023

BIOSCIENCES, INC.

BALANCE SHEETS

thousands, except share and per share data)

Current assets:

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Restricted cash

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

Accounts receivable

Other current assets

Current assets of discontinued operations

Total current assets

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Other long-term assets

Long-term assets of discontinued operations

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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Other accrued expenses

Current liabilities from discontinued operations

Line of credit - current

Current liabilities of discontinued operations

Total current liabilities

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Other long-term liabilities

Long-term liabilities of discontinued operations

Total liabilities

Commitments and contingencies (Note 11)

Preferred stock, $ .01 par value;

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

issued and outstanding

Redeemable preferred stock, $ .01 par value;

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

and outstanding

Stockholders’ deficit:

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100,000,000 shares authorized;

4,228,169 and

4,075,257 shares issued, respectively;

4,367,830 and 4,228,169 shares issued,

respectively;

4,296,710 and 4,195,412 shares outstanding, respectively

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thousands, except for per share data)

For The Years Ended December 31,

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

For The Years

Ended December 31,

Cost of revenue

Operating expenses:

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Total operating expenses

Operating loss

Operating loss from continuing operations

Interest accretion expense

Related party interest

Other (expense) income, net

Note payable interest

Other expense, net

Loss from continuing operations before tax

(Benefit) provision for income taxes

Provision (benefit) 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:

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STATEMENTS OF STOCKHOLDERS’ DEFICIT

For The Year Ended

-December 31, 2020

$ ( 212,116 )

of common stock

stock purchased

compensation expense

-December 31, 2021

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

$ ( 227,059 )

balance value

$ ( 227,059 )

of common stock

stock purchased

compensation expense

-December 31, 2022

$ ( 249,017 )

balance value

$ ( 249,017 )

accompanying notes are an integral part of these consolidated financial statements

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Interest accretion expense

Bad debt (recovery) expense

Reversal of 2019 bonus accrual

Mark to market on warrants

Bad debt recovery

Goodwill impairment

Intangible asset impairment

Amortization of deferred financing fees

Accrued interest - note payable

Interest - note payable

Note payable fees

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Deferred income taxes

Loss on DiamiR transaction

Change in fair value of contingent consideration

Asset impairment

Other gains and expenses, net

Other changes in operating assets and liabilities:

Decrease in accounts receivable

Decrease in other current assets

Increase in other long-term assets

Decrease in accounts payable

(Decrease) increase in accrued salaries and bonus

(Decrease) increase in accrued liabilities

(Decrease) increase in long-term liabilities

Accounts receivable

Other current assets

Other long-term assets

Accounts payable

Accrued salaries and bonus

Accrued liabilities

Long-term liabilities

Net cash used in operating activities

Cash Flows From Investing Activity

Proceeds from sale of Interpace Pharma Solutions, net

Purchase of property and equipment

Sale of property and equipment

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash Flows From Financing Activities

Issuance of common stock, net of expenses

Issuance of Series B preferred stock, net of expenses

Loan proceeds - related parties

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Financing fees - related party

Borrowings (payments) on Line of Credit

Proceeds from convertible debt issuance

Borrowings on line of credit

Cash paid for repurchase of restricted shares

Net cash provided by financing activities

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

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

Cash, cash equivalents and restricted cash from continuing operations– beginning

Cash, cash equivalents and restricted cash from discontinued operations– beginning

Cash, cash equivalents and restricted cash – beginning

Cash, cash equivalents and restricted cash from continuing operations– ending

Cash, cash equivalents and restricted cash from discontinued operations– ending

Cash, cash equivalents and restricted cash – ending

accompanying notes are an integral part of these consolidated financial statements

of Business and Significant Accounting Policies

Nature of Business and Significant Accounting Policies

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 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.

(“Interpace” or the “Company”) is a company that 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 develops and commercializes genomic tests and related first line assays principally focused on

early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology.

of Consolidation

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fka Interpace Diagnostics Group, Inc., Interpace

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

fka Interpace Biopharma, Inc.

Diagnostics Corporation, and Interpace Diagnostics, LLC.

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.

All significant

intercompany balances and transactions have been eliminated in consolidation.

(Pharmakon), TVG, Inc.

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

Pharma Solutions business (“Pharma Solutions”) which was sold on August 31, 2022.

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 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.

the Company’s clinical 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.

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

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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.

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

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

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

Actual results could materially

differ from those estimates.

and Cash Equivalents

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Receivable, Net

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

pharma services.

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

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.

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

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.

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.

The opening accounts receivable balance as of January 1, 2021 was $ 4.4 million.

current assets

current assets consisted of the following as of December 31, 2022 and 2021:

of Current Assets

of Other Current Assets

December 31, 2022

December 31, 2021

Lab supply inventory

Prepaid expenses

Funds in escrow

Total other current assets

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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 .

lives or the terms of the related leases which are currently one to five years .

Repairs and maintenance are charged to expense as incurred.

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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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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.

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

group to its fair value.

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.

Contingencies

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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 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.

Contract costs for pharma services were not significant.

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.

derive our revenues from the performance of 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.

Under Accounting Standards Codification 606, revenue is recognized based on the estimated transaction

price or net realizable value, 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.

regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates

and adjust the net realizable values (“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 affects

net revenue in the period such variances become known.

The Company recorded an NRV adjustment of $ 0.7 million as a reduction of revenue

during the second quarter of 2022 to record the impact on revenue recorded during the first quarter of 2022.

See Note 3, Going Concern ,

for more details.

non-Medicare claims, our payment terms vary by payer category.

Payment terms for direct-payers in our clinical services are typically

thirty days and in our pharma services, up to sixty days.

Commercial third-party-payers are required to respond to a claim within a time

period established by their respective state regulations, generally between thirty to sixty days.

However, payment for commercial third-party

claims may be subject to a denial and appeal process, which could take up to two years in some instances where multiple appeals are submitted.

The Company generally appeals all denials from commercial third-party payers.

We bill Medicare directly for tests performed for Medicare

patients and must accept Medicare’s fee schedule for the covered tests as payment in full.

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

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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.

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:

expected stock price volatility over the term

of the awards;

actual and projected employee stock option exercise behaviors;

expected stock price volatility over the term of the awards;

actual and projected employee stock option exercise

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.

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.

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 was assisted in the initial valuation model by a third party

valuation professional.

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

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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

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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.

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

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

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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

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

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

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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

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.

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

Recent Accounting Standards

Pronouncements Pending Adoption

February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC

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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.

ASU 2016-13 and its amendments are effective for the Company beginning January 1, 2023.

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.

does not expect this will have a material impact 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

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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

Early adoption is permitted.

The Company does not expect this will have any impact on its consolidated

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.

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.

Going Concern

October 2021, the Company entered into a $ 7.5 million revolving credit facility with Comerica Incorporated (“Comerica”)(the

“Comerica Loan Agreement”).

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;

Also in October 2021, the Company

entered into an $ 8.0 million term loan with BroadOak Fund V, L.P.

(“BroadOak”)(the “BroadOak Term Loan”), the

proceeds of which were used to repay in full at their maturity the existing secured promissory note with Ampersand Capital Partners (“Ampersand”)

(the “Ampersand Note”) and 1315 Capital II, L.P (“1315 Capital”)(the “1315 Capital Note”).

2022, the Company entered into a Subordinated Convertible Promissory Note agreement with BroadOak for an additional $ 2.0 million (the

“Convertible Note”), which was converted into a subordinated term loan and was added to the outstanding BroadOak Term Loan

See Note 13, Notes Payable , for more details.

January 2022, the Company’s registration statement for a rights offering filed with the Securities and Exchange Commission

(SEC) became effective;

however, the rights offering was subsequently terminated later in January 2022 when the Company announced

that the Centers for Medicare & Medicaid Services, or 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.

However, 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.

In May 2022, the Company was notified by CMS/NCCI that processing of claims for dates of service after

January 1, 2022 would be completed beginning July 1, 2022.

However, on June 9, 2022, the Company was notified that Novitas re-priced

ThyGeNEXT ® (0245U) from $ 2,919

retroactively effective to January 1, 2022.

On July 20, 2022 the Clinical Diagnostic Laboratory Tests (CDLT) Advisory Panel affirmed

a gapfill price for ThyGeNEXT ® of $ 806 .59.

As a result of the ThyGeNEXT ® pricing change, the Company reduced its net realizable value, or NRV rates, for

ThyGeNEXT ® Medicare billing to reflect the $ 806 .59

pricing for tests performed during the second quarter of 2022.

In addition, in order to reflect the retroactive pricing change to

January 1, 2022, the Company recorded an NRV adjustment of $ 0.7

million during the second quarter of 2022 to reduce revenue recorded during the first quarter of 2022.

Effective January 1, 2023, the gapfill price for ThyGeNEXT ® was set at $ 1,266 .07 .

along with many laboratories, the Company may be affected by the Proposed Local Coverage Determination (“LCD”) DL39365, which

was posted on June 9, 2022 and is currently under consideration by our local Medicare Administrative Contractor, Novitas.

If finalized, this Proposed LCD, which governs “Genetic Testing for Oncology,” could impact the existing LCD for one of our

molecular tests, PancraGEN ® .

If Novitas restricts coverage for PancraGEN ® , the Company’s liquidity could be negatively

impacted beginning in Fiscal 2023.

August 31, 2022, the Company closed on the sale of its Pharma Solutions business for a total purchase price of $ 6,560,000 after adjustments.

In addition, we received the earnout payment of $ 1,043,000 .

See Note 4, Discontinued Operations .

the year ended December 31, 2022, the Company had an operating loss from continuing operations of $ 3.6 million.

As of December 31, 2022,

the Company had cash and cash equivalents of $ 4.8 million, total current assets of $ 12.2 million and current liabilities of $ 14.3 million.

As of March 17, 2023, the Company had approximately $ 5.7 million of cash on hand, excluding restricted cash.

Company may not generate positive cash flows from operations for the year ending December 31, 2023.

The Company intends to meet its ongoing

capital needs by using its available cash and availability under the Comerica Loan Agreement, as well as through targeted margin improvement;

collection of accounts receivable;

and the potential use of other financing options.

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.

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

containment of costs;

and the potential use of other financing options and other strategic alternatives.

However, if the Company is 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.

As of March 27, 2023, the Company had $ 1.5 million available under the Loan Agreement.

Company continues to explore various strategic alternatives, 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.

With the delisting

of its common stock from Nasdaq in February 2021, the Company’s ability to raise additional capital on terms acceptable to it has

been adversely impacted.

There can be no assurance that the Company will be successful in obtaining such funding on terms acceptable

Company’s consolidated financial statements assumes the Company will continue as a going concern.

Its ability to continue as a

going concern depends on having working capital for vendor payments, meeting short-term obligations on other accrued liabilities, and

amongst other requirements, making interest payments on its debt obligations.

Without positive operating margins and sufficient working

capital and the ability to meet its debt obligations, our business will be jeopardized and we may not be able to continue in our current

structure, if at all.

Under these circumstances, the Company would likely have to consider other options, such as selling assets, raising

additional debt or equity capital, cutting costs or otherwise reducing our cash requirements, or negotiating with our creditors to restructure

our applicable obligations.

With the proceeds received from the sale of the Pharma Solutions business, as well as the expected improvement

in future operating cash flows associated with the disposition, as of the date of this filing, the Company anticipates that current cash

and cash equivalents and forecasted cash receipts will be sufficient to meet its anticipated cash requirements through the next twelve

Discontinued Operations

August 31, 2022, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Flagship Biosciences,

(the “Purchaser”) pursuant to which the Purchaser agreed to (i) acquire substantially all of the assets of Interpace

Pharma Solutions, Inc.

used in its business of complex molecular analysis for the early diagnosis and treatment of cancer and supporting

the development of targeted therapeutics (the “Business”) and (ii) assume and pay certain liabilities related to the purchased

assets (collectively, the “Transaction”).

The Transaction closed on August 31, 2022.

consideration for the Transaction, Interpace received a total sale price of approximately $ 6.2 million after working capital and other

adjustments ($ 0.5 million of which has been deposited into escrow).

In addition, the Purchaser paid the Company an earnout of approximately

$ 1.0 million based on revenue for the period beginning September 1, 2021 and ending August 31, 2022.

Purchase Agreement includes a one-year commitment of Interpace not to compete with the Business, recruit or hire any former employees

of the Subsidiary who accept employment with the Purchaser in connection with the Transaction, or divert or attempt to divert from Purchaser

any business to be performed from any of the contracts or agreements with customers as set forth in the Purchase Agreement.

Agreement also contains customary representations and warranties, post-closing covenants and mutual indemnification obligations for,

among other things, any inaccuracy or breach of any representation or warranty and any breach or non-fulfillment of any covenant.

connection with the Transaction, on August 31, 2022, Interpace and Purchaser entered into a Shared Services Agreement (the “Shared

Services Agreement”) pursuant to which Interpace agreed to provide, or cause its affiliates to provide, to the Purchaser certain

services set forth in the Shared Services Agreement on a transitional basis and subject to the terms and conditions set forth in the

Shared Services Agreement (the “Services”).

As consideration for the Services provided by Interpace, Purchaser will pay Interpace

the amounts specified for each Service as set forth in the Shared Services Agreement.

The Company’s obligations to provide the

Services will terminate with respect to each Service as set forth in the Shared Services Agreement.

Purchaser is identified as a related party as an affiliate of Ampersand and an affiliate of BroadOak and have each provided equity financing

to the Purchaser.

Collectively, they own a majority of the Purchaser’s outstanding equity securities and are represented on its

Board of Directors.

Company intends to use the remaining net proceeds to fund its future business activities and for general working capital purposes.

a result of the sale, the gain on sale and all operations from Interpace Pharma Solutions have been classified as discontinued operations

for all periods presented.

reconciliation of the accounting for the Company’s Pharma Solutions business is as follows:

of Sale of Business

Purchase price

Earnout received

Working capital adjustment, net

transaction costs

Total net consideration

Assets and liabilities disposed of, net (1)

goodwill and intangible assets written down prior to the Transaction.

The goodwill write-down was approximately $ 8.4 million and

the write-down of intangible assets was approximately $ 3.8 million.

components of assets and liabilities classified as discontinued operations consist of the following as of December 31, 2022 and

December 31, 2021:

of Components of Assets and Liabilities and Revenue Classified as Discontinued Operations

December 31, 2022

December 31, 2021

Accounts receivable, net

Current assets of discontinued operations

Property and equipment, net

Other intangible assets, net

Long-term assets of discontinued operations

Accounts payable

Accrued salary and bonus

Current liabilities of discontinued operations

Operating lease liabilities, net of current portion

Long-term liabilities of 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

$ 766 of liabilities related to the former Commercial Services business unit.

table below presents the significant components of its former Pharma Solutions business unit’s results included within loss from

discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2022 and

For The Years Ended

Loss from discontinued operations

Gain (loss) on sale of Pharma Solutions

Income tax expense

Loss from discontinued operations, net of tax

Value Measurements

income tax expense for the years ended December 31, 2022 and December 31, 2021 primarily pertained to the interest accrued on uncertain

tax position liabilities.

used from discontinued operations, operating activities, for the year ended December 31, 2022 was approximately $ 2.8 million.

cash provided by discontinued operations, investing activities, for the year ended December 31, 2022 of $ 6.5 million which pertained

to the net proceeds received from the Pharma Solutions sale.

Cash used from discontinued operations, operating activities, for the year

ended December 31, 2021 was approximately $ 4.9 million.

There was cash used from discontinued operations, investing activities, for the

year ended December 31, 2021 of $ 0.1 million.

Depreciation and amortization expense within discontinued operations for the years ended

December 31, 2022 and December 31, 2021 was $ 1.1 million and $ 1.8 million, respectively.

Fair Value Measurements

and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their relative short-term nature.

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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

of Financial Instrument Measured On Recurring Basis

Fair Value Measurements

As of December 31, 2022

Carrying Amount

Contingent consideration:

Other accrued expenses:

Warrant liability (2)

Note payable:

BroadOak loan

As of December 31, 2020

Fair Value Measurements

As of December 31, 2021

Carrying Amount

Contingent consideration:

Other long-term liabilities:

Other accrued expenses:

Warrant liability

Note payable:

BroadOak loan

Note 10, Accrued Expenses and Long-Term Liabilities

connection with the acquisition of certain assets from Asuragen, the Company recorded contingent consideration related to contingent

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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.

Company records the BroadOak 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

The fair value measurement is based

on the estimated probability of a change in control and thus represents a Level 3 measurement.

of Fair Value, Assets Measured On Recurring Basis, Unobservable Input Reconciliation

to Fair Value/

December 31, 2021

Transferred to Accrued Expenses

Interest Accrued

Mark to Market

December 31, 2022

Underwriters Warrants

BroadOak loans

BroadOak Convertible Note

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

Property and Equipment

and equipment consisted of the following as of December 31, 2022 and 2021:

Schedule of Property and Equipment

of Property and Equipment

Furniture and fixtures

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2022 and 2021, respectively.

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.

and Other Intangible Assets

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 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

There was zero internal-use software amortization expense included in depreciation and amortization expense

Goodwill and Other Intangible Assets

net carrying value of the identifiable intangible assets from all acquisitions within continuing operations as of December 31, 2022 and

December 31, 2021 are as follows:

of Identifiable Assets Carrying Value

As of December 31, 2022

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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

Balance as of December 31, 2020

Balance as of December 31, 2021

expense was approximately $ 4.1 million and $ 4.5 million for the years ended December 31, 2021 and 2020, respectively.

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, net

expense from continuing operations was approximately $ 1.3 million and $ 3.2 million for the years ended December 31, 2022 and 2021, respectively.

The remaining amortization expense of $ 0.9 million will be amortized in 2023.

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, 2022 and 2021 was approximately $ 0.9 million and $ 0.7 million, respectively.

table below presents the lease-related assets and liabilities recorded in the Consolidated Balance Sheet:

of Lease related Assets and Liabilities

Classification on the

Balance Sheet

Operating lease assets

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Total lease assets

Financing lease liabilities

Operating lease liabilities

Other accrued expenses

2 unchanged sentences

Total current lease liabilities

Financing lease liabilities

Other long-term liabilities

Operating lease liabilities

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as of December 31, 2022:

Schedule of Maturities of Operating and Financing Lease Liabilities

of Maturities of Operating Lease Liabilities

Operating Leases

Financing Leases

Total minimum lease payments

3 unchanged sentences

Long-term lease obligations

Retirement Plans

Company offers an employee 401(k) saving plan.

9 unchanged sentences

2021 was approximately $ 0.3 million and $ 0.2 million, respectively.

Expenses and Other Long-Term Liabilities

Accrued Expenses and Other Long-Term Liabilities

accrued expenses consisted of the following as of December 31, 2022 and 2021:

Schedule of Other Accrued Expenses

of Other Accrued Expenses

December 31, 2022

2 unchanged sentences

Contingent consideration

Upfront Medicare payment

Operating lease liability

Financing lease liability

Deferred revenue

Interest payable

6 unchanged sentences

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

Uncertain tax positions

Deferred revenue

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

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

long-term liabilities consisted of uncertain tax positions as of December 31, 2022 and 2021.

Commitments and Contingencies

to the nature of the businesses in which the Company is engaged it is subject to certain risks.

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or indemnity.

Stock Issuance:

Securities Purchase and Exchange Agreement

Mezzanine Equity

Preferred Stock

January 10, 2020, the Company entered into a Securities Purchase and Exchange Agreement (the “Securities Purchase and Exchange

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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 .

The Series B Preferred Stock has a conversion price of $ 6.00 .

On any matter presented

to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent

of stockholders in lieu of meeting), each holder of outstanding shares of Series B Preferred Stock will be entitled to cast the number

of votes equal to the number of whole shares of the Company’s Common Stock into which the shares of Series B Preferred Stock held

by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.

Except as provided

by law or by the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designation”), holders of Series B Preferred Stock will vote together with the holders of Common Stock as

a single class and on an as-converted to Common Stock basis.

Director Designation

The Certificate of Designation also

provides each Investor with the following director designation rights:

for so long such Investor holds at least sixty percent (60%) of

the Series B Preferred Stock issued to it on the Issuance Date (as defined therein), such Investor will be entitled to elect two directors

to the Company’s Board of Directors (the “Board”), provided that one of the directors qualifies as an “independent

director” under Rule 5605(a)(2) of the listing rules of the Nasdaq Stock Market (or any successor rule or similar rule promulgated

by another exchange on which the Company’s securities are then listed or designated) (“Independent Director”).

if at any time such Investor holds less than sixty percent (60%), but at least forty percent (40%), of the Series B Preferred Stock issued

to them on the Issuance Date, such Investor would only be entitled to elect one director to the Board.

Any director elected pursuant

to the terms of the Certificate of Designation may be removed without cause by, and only by, the affirmative vote of the holders of Series

B Preferred Stock.

A vacancy in any directorship filled by the holders of Series B Preferred Stock may be filled only by vote or written

consent in lieu of a meeting of such holders of Series B Preferred Stock or by any remaining director or directors elected by such holders

of Series B Preferred Stock .

The Certificate of Designation provides

that from and after the Issuance Date and subject to the terms of the Certificate of Designation, each share of Series B Preferred Stock

is convertible, at any time and from time to time, at the option of the holder into a number of shares of Common Stock equal to dividing

the amount equal to the greater of the Stated Value of such Series B Preferred Stock, plus any dividends declared but unpaid thereon,

or such amount per share as would have been payable had each such share been converted into Common Stock immediately prior to a liquidation,

by six dollars ($ 6.00 ) (subject to

adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization affecting such shares).

aggregate number of shares of Common Stock that may be issued through conversion of all of the New Investment Shares and Exchange Shares

shares (subject to appropriate adjustment in the event of any stock dividend, stock split,

combination or other similar recapitalization affecting such shares).

Mandatory Conversion

If the Company consummates the sale

of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement

under the Securities Act pursuant to which the price of the Common Stock in such offering is at least equal to twelve dollars ($ 12.00 )

(subject to adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization

affecting such shares) and such offering does not include warrants (or any other convertible security) and results in at least $ 25,000,000.00

in proceeds, net of the underwriting discount and commissions, to the Company, and the Common Stock continues to be listed for

trading on the Nasdaq Capital Market or another exchange, all outstanding shares of Series B Preferred Stock will automatically be converted

into shares of Common Stock, at the then effective Series B Conversion Ratio (as defined in the Certificate of Designation).

any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation (as defined in the Certificate

of Designation) (a “Liquidation”), the holders of shares of Series B Preferred Stock then outstanding will be entitled to

be paid out of the assets of the Company available for distribution to its stockholders (on a pari passu basis with the holders of any

class or series of preferred stock ranking on liquidation on a parity with the Series B Preferred Stock), and before any payment will

be made to the holders of Common Stock or any other class or series of preferred stock ranking on liquidation junior to the Series B

Preferred Stock by reason of their ownership thereof, an amount per share of Series B Preferred Stock equal to the greater of (i) the

Stated Value of such share of Series B Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share

as would have been payable had each such share been converted into Common Stock immediately prior to such Liquidation .

of December 31, 2022 and December 31, 2021, there were 47,000

Series B issued and outstanding shares of preferred

stock which on an as converted basis are equal to 7,833,334 shares of common stock.

Notes Payable

October 29, 2021, the Company and its subsidiaries entered into the BroadOak Loan Agreement, 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 %

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 $ 7,500,000 revolving credit facility with Comerica Bank.

See Note 18 Revolving Line of Credit .

The Term Loan had 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.

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.

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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,

Convertible Note

May 5, 2022, the Company issued a Convertible Note to BroadOak, pursuant to which BroadOak funded an aggregate principal amount of $ 2

million (the “Convertible Debt”).

Convertible Note was to be converted into shares of common stock of the Company in connection with, and upon the consummation of, a private

placement transaction pursuant to which the Company would issue common stock to certain investors, and such conversion would be subject

to the same terms and conditions (including purchase price per share) applicable to the purchase of common stock of the Company by such

Since the private placement transaction was not consummated by August 5, 2022 (the “Maturity Date”), the Convertible

Note was converted into an additional term loan advance under the Company’s existing BroadOak Loan Agreement on the Maturity Date.

The Convertible Debt bore interest at a fixed rate of 9.0 % per annum and was unsecured.

There were no scheduled amortization payments

prior to the Maturity Date.

The Convertible Note contained customary representations and warranties and customary events of default.

Company entered into a) a consent letter (the “Comerica Consent”) with Comerica, pursuant to which Comerica consented to

the issuance of the Convertible Note, the incurrence of the Convertible Debt and the conversion of the Convertible Debt into common stock

of the Company or an additional term loan advance under the BroadOak Loan Agreement.

Party Secured Promissory Note

January 7, 2021, the Company entered into secured promissory notes in the amount of $ 3 million and $ 2 million with Ampersand and 1315

Capital, respectively.

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.

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.

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.

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.

used the proceeds of the BroadOak Term Loan discussed above to repay in full all outstanding indebtedness under the promissory notes

with Ampersand, in the amount of $ 4.5 million, and 1315 Capital, in the amount of $ 3 million.

outstanding and warrant activity for the year ended December 31, 2022 are as follows:

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Classification

Private Placement

Warrants, issued January 25, 2017

Exercise Price

Expiration Date

Warrants Issued

Warrants Exercised

Warrants Cancelled/ Expired

Private Placement Warrants, issued January 25, 2017

RedPath Warrants, issued March 22, 2017

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December 2022

Base & Overallotment Warrants,

issued June 21, 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 0.4 years.

( 1,404,639 )

Stock-Based Compensation

Company’s stock-incentive program is a long-term retention program that is intended to attract, retain and provide incentives for

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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

interest rate and expected dividends.

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 interest

rate and expected dividends.

Expected volatility is based on historical volatility.

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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.

The Company estimates 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

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 $ 46,000 and $ 0.1 million in expense related to that

plan for the years ended December 31, 2022 and 2021, respectively.

The Company suspended its plan in July 2022 as there were no shares

available in the original authorized shares pool.

In November 2022, the shareholders approved an increase to the pool of an additional

one million shares.

As of December 31, 2022, we have reserved

776,849 shares of our common stock for issuance under our 2019 Equity Incentive Plan and 1,000,007 shares of our common stock for issuance

under our Employee Stock Purchase Plan and 1,672,746 additional shares available for future grants of awards under our 2019 Equity Incentive

estimated compensation cost associated with the granting of restricted stock and restricted stock units is based on the fair value of

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fair value of stock options granted during the year ended December 31, 2021 was estimated to be $ 4.64 .

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:

There were no options exercised

There were 13,042 options exercised in 2021.

compensation from continuing operations for the years ended December 31, 2022 and 2021 is as follows:

of Share-Based Compensation Arrangements by Share-Based Payment Award

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Performance-based awards

Common stock awards

Total stock-based compensation expense

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Weighted-Average

Period (in years)

Outstanding at January 1, 2022

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Vested and expected to vest

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:

summary of the change in of the Company’s non-vested options for the year ended December 31, 2022 is presented below:

of Non Vested Option Activity

Weighted- Average Grant Date Fair Value

Nonvested at January 1, 2022

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and changes during such year, is presented below:

Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity

of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity

Period (in years)

Nonvested at January 1, 2022

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of December 31, 2022, there was approximately $ 0.9 million of total unrecognized compensation cost, net of estimated forfeitures, related

to unvested stock options and restricted stock units.

to unvested stock options and restricted stock units which will be expensed over the next three years.

Revenue Sources

Company’s clinical services customers consist primarily of physicians, hospitals and clinics.

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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

by revenue channel accounting for more than 10% of the Company’s revenue from continuing operations during the years ended December

31, 2022 and 2021, respectively.

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45 % and 54 % of total revenue, respectively.

Schedule of Revenue by Major Customers

of Revenue by Major Customers

Years Ended December 31,

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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)

provision (benefit) from income taxes on continuing operations for the years ended December 31, 2022 and 2021 is comprised of the following:

of Components of Income Tax Expense (Benefit)

Total current

Total deferred

(Benefit) provision from income taxes

Provision (benefit) 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

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state net deferred tax assets at December 31, 2022 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, 2022 and 2021

are as follows:

Schedule of Deferred Tax Assets and Liabilities

of Deferred Tax Assets and Liabilities

Deferred tax assets:

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Deferred revenue

Capitalized 174

Valuation allowance

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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, 2021, consist

primarily of approximately $ 118.6

Company’s deferred tax asset and deferred tax liabilities are included within Other long-term liabilities , within the consolidated

balance sheet as of December 31, 2022 and 2021.

Federal tax attribute carryforwards at December 31, 2022, consist primarily of approximately

million of federal net operating losses.

In addition, the Company has approximately $ 56.3

the Company has approximately $ 59.1

million of state net operating losses carryforwards

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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.

Federal Net Operating Losses of $ 71.2 million are subject to annual limitation as

of the ownership changes for ownership changes.

The remaining $ 56.0 million 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

of Effective Income Tax Rate Reconciliation

Federal statutory rate

State income tax rate, net of Federal tax benefit

Meals and entertainment

Valuation allowance

NOL credit sale

NJ NOL credit sale

Effective tax rate

following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2022:

Schedule of Unrecognized Tax Benefits Roll Forward

of Unrecognized Tax Benefits Reserves Roll Forward

Balance of unrecognized benefits as of January 1, 2021

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At December 31, 2022 and 2021, 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

net were $ 3.8 million and $ 3.6 million, respectively, and are included in the Other long-term liabilities in the consolidated

balance sheets.

Company and its subsidiaries file a U.S.

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The following tax years remain subject to examination as of December 31, 2022:

Schedule of Tax Years Subject to Examination

of Tax Years Subject to Examination

State and Local

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2022 and 2021 are as follows (rounded to thousands):

Schedule of Weighted Average Number of Shares

of Weighted Average Number of Shares

Years Ended December 31,

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would have been anti-dilutive (rounded to thousands):

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

Years Ended December 31,

Restricted stock units (RSUs)

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.

Revolving Line of Credit

October 13, 2021, the Company and its subsidiaries entered into the Comerica Loan Agreement with 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”)

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As of December 31, 2022, the balance of the revolving line was $ 2.5 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.

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

Disclosure of Other Cash Flow Information

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, which the Company was in compliance with as of December 31, 2022,

and also contains customary events of default.

In April 2022, Comerica waived certain covenants specifically relating to the Company

receiving financial statements with a going concern comment or qualification.

In April 2022 and August 2022, Comerica waived certain

covenants specifically relating to failure to maintain bank accounts outside of Comerica in an aggregate amount not to exceed $ 0.5 million

during the transition period.

Additionally, in August 2022, Comerica waived certain covenants relating to failure to segregate collections

made from government account debtors from collections made from all other account debtors and customers.

a condition for Comerica to extend the Credit Facility to the Company, the Company’s existing creditors, Ampersand and 1315 Capital

(the “Existing Creditors”), entered into a 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 owing to such Existing Creditor to all

of the indebtedness and obligations of the Company 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 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.

Supplemental Cash Flow Information

Disclosure of Other Cash Flow Information

Cash Flow Information

Cash paid for taxes

Cash paid for interest

Disclosures of Non Cash Activities

Supplemental Disclosures of Non Cash Activities

(in thousands)

Taxes accrued for repurchase of restricted shares

Preferred Stock Deemed Dividend

Investment in DiamiR

Accrued financing costs

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.

Conversion of convertible debt into notes payable

BIOSCIENCES, INC.

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in thousands)

Schedule II - Valuation and Qualifying Accounts

Allowance for doubtful accounts

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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