What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-31 · 665 added, 1765 removed, 674 unchanged (78% of the section changed)

AND PROCEDURES

CONTROLS AND PROCEDURES

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

of December 31, 2024.

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 SEC’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 this evaluation, management identified a

material weakness in the Company’s internal control over financial reporting in the fourth quarter of 2024 related to the

Company’s royalty accrual.

It was determined that the Company should not have been accruing royalty expense with respect to

certain royalty agreements and therefore had materially misstated their financial statements in prior periods.

Management notes that

the root cause of the royalty error was a design control failure as there was a lack of process related to communication between the

Company’s science team, such as the Chief Scientific Officer, management of the Company, including the Chief Executive Officer

(“CEO”), and the accounting team, including the Chief Financial Officer (“CFO”).

At the time the initial

accrual was made and as the royalty continued to be accrued since that point, there was a lack of control

whereby the accounting team was not aware that the Company’s revenue sources, ThyraMIR and

ThyGeNEXT, did not utilize the technology covered under the royalty agreements.

Based on that evaluation, our principal executive

officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of

the period covered by this Annual Report on Form 10-K as a result of the identified material control weakness.

Plan - The Company plans to amend its control activities designed to mitigate the material weakness identified, including updating its

procedures regarding the review of significant, complex agreements, to include the retention of outside subject matter experts specifically

to review the agreements and any complexities that may arise.

In addition, the Company plans to establish a quarterly meeting between

members of management, including the CEO and CFO, as well as members from the Company’s science team to ensure that management,

including those responsible for financial reporting, understand the agreements which are disclosed within the financial statements to

ensure proper accounting for these agreements.

The Company believes implementation of these processes and appropriate testing of their

effectiveness will remediate this material control weakness.

Annual Report on Internal Control over Financial Reporting

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

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

Internal control 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, 2024, 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, 2024, our internal control over financial reporting

was not effective based on those criteria.

in Internal Control over Financial Reporting

the fourth quarter ended December 31, 2024 management believes that it has completed its remediation plan to address the material weakness

that existed at the end of 2023 and through the first three quarters of 2024 related to the timing of revenue recognition.

had adopted a remediation plan and updated its procedures regarding the testing of revenue recognition and review the procedures which

ensure that revenue is recorded in the period in which it is earned.

Other than the completion of this remediation plan there has been no change

in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during

the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

be included in an amendment hereto or will be included in our Proxy Statement for our 2025 annual meeting of stockholders and such information

Disclosure Controls and Procedures

Our principal executive

officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures as of December 31,

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 SEC’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

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 as a result of the remediated material control weakness identified at the end of 2024.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including

our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted

in the United States of America.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even

those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of December 31, 2025,

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, 2025, our internal control over financial reporting was effective based

on those criteria.

Changes in Internal Control over Financial

During the fourth

quarter ended December 31, 2025 management believes that it has completed its remediation plan to address the material weakness that

existed at the end of 2024 and through the first three quarters of 2025 related to the review of complex agreements and their potential accounting impact.

had adopted a remediation plan and updated its procedures regarding the review of scientific agreements and the related disclosures in the Company’s SEC filings.

Other than the completion of this remediation plan there

has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange

Act) that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to directors and

executive officers of the registrant that is responsive to Item 10 of this Annual Report on Form 10-K will be included in an amendment

hereto or will be included in our Proxy Statement for our 2026 annual meeting of stockholders and such information is incorporated by

reference herein.

EXECUTIVE COMPENSATION

Information relating to executive compensation

of the registrant that is responsive to Item 11 of this Annual Report on Form 10-K will be included in an amendment hereto or will be

included in our Proxy Statement for our 2026 annual meeting of stockholders and such information is incorporated by reference herein.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information relating to security ownership

of certain beneficial owners and management of the registrant that is responsive to Item 12 of this Annual Report on Form 10-K will be

included in an amendment hereto or will be included in our Proxy Statement for our 2026 annual meeting of stockholders and such information

is incorporated by reference herein.

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

in an amendment hereto or will be included in our Proxy Statement for our 2025 annual meeting of stockholders and such information is

incorporated by reference herein.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

Report on Form 10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2025 annual meeting of

stockholders and such information is incorporated by reference herein.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

10-K will be included in an amendment hereto or will be included in our Proxy Statement for our 2025 annual meeting of stockholders and

such information is incorporated by reference herein.

ACCOUNTANT FEES AND SERVICES

relating to principal accounting fees and services of the registrant that is responsive to Item 14 of this Annual Report on Form 10-K

will be included in an amendment hereto or will be included in our Proxy Statement for our 2025 annual meeting of stockholders and such

information is incorporated by reference herein.

FINANCIAL STATEMENT SCHEDULES

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

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

Statement Schedule

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information relating to certain relationships

and related transactions of the registrant that is responsive to Item 13 of this Annual Report on Form 10-K will be included in an amendment

hereto or will be included in our Proxy Statement for our 2026 annual meeting of stockholders and such information is incorporated by

reference herein.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information relating to principal accounting

fees and services of the registrant that is responsive to Item 14 of this Annual Report on Form 10-K will be included in an amendment

hereto or will be included in our Proxy Statement for our 2026 annual meeting of stockholders and such information is incorporated by

reference herein.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

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

Financial Statement Schedule

All other schedules are omitted

because they are not applicable or the required information is shown in the financial statements or notes thereto.

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

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Fourth Amendment to Loan and Security Agreement with BroadOak Fund V, L.P., dated January 17, 2025, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 21, 2025.

Insider Trading Policy

Insider Trading Policy, incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025.

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.

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

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension ‌Definition Linkbase Document

XBRL Taxonomy Extension ‌Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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

compensatory plan, compensation arrangement or management contract.

Company has opted to not provide a summary.

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

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

BIOSCIENCES, INC.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension ‌Definition Linkbase Document

Inline XBRL Taxonomy Extension ‌Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

Denotes compensatory plan, compensation arrangement or management contract.

Form 10-K Summary

The Company has opted to not provide a summary.

Pursuant to the requirements

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

its behalf by the undersigned, thereunto duly authorized.

INTERPACE BIOSCIENCES, INC.

March 30, 2026

and Chief Executive Officer

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

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

Chief Executive Officer and Director

Executive Officer)

/s/ Thomas W.

President and Chief Executive Officer

Pursuant to the requirements

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

in the capacities indicated and on the dates indicated.

/s/ Thomas W.

President, Chief Executive Officer and Director

March 30, 2026

(Principal Executive Officer)

/s/ Christopher McCarthy

Chief Financial Officer

March 30, 2026

Christopher McCarthy

Financial Officer

Financial and Accounting Officer)

(Principal Financial and Accounting Officer)

/s/ Stephen J.

March 30, 2026

/s/ Joseph Keegan

March 30, 2026

Joseph Keegan

/s/ Vijay Aggarwal

March 30, 2026

Vijay Aggarwal

/s/ Fortunato Ron Rocca

March 30, 2026

Fortunato Ron Rocca

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and Financial Statement

Report of Independent Registered Public Accounting Firm (EisnerAmper

Report of Independent Registered Public Accounting Firm (EisnerAmper LLP;

Philadelphia, PA;

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Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

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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, 2024 and 2023, and the related consolidated

statements of operations, stockholders’ deficit, and cash flows for each of the years then ended, and the related notes (collectively

referred to as the “financial statements”).

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

the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of their operations

and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States

As discussed in Note 2 to the financial statements,

the 2023 financial statements have been restated to correct a misstatement.

We have audited the accompanying consolidated

balance sheets of Interpace Biosciences, Inc.

and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related

consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes

(collectively referred to as the “financial statements”).

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

material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of

their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in

the United States of America.

Basis for Opinion

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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.

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.

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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:

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

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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.

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.

/s/ EisnerAmper LLP

We have served as the Company’s auditor since

We have served as the Company’s auditor

EISNERAMPER LLP

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(in thousands, except share and per share data)

(as restated)

Current assets:

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Operating lease right of use assets

Deferred tax asset

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

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Operating lease liabilities, net of current portion

Note payable at fair value

Other long-term liabilities

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Commitments and contingencies (Note 10)

Redeemable preferred stock, $ .01 par value;

5,000,000 shares authorized, 0 and 47,000 shares Series B

issued and outstanding, respectively

Stockholders’ deficit:

Redeemable preferred stock, $ .01 par value;

5,000,000 shares authorized, 47,000 and 0 shares Series C issued and outstanding, respectively

5,000,000 shares authorized, 47,000 shares Series C issued and outstanding, respectively

Common stock, $ .01 par value;

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4,428,539 and 4,409,323 shares outstanding, respectively

Common stock, $.01 par value;

100,000,000 shares authorized;

4,539,663 and 4,447,489 shares issued, respectively;

4,409,323 and 4,351,445

shares outstanding, respectively

Additional paid-in capital

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Treasury stock, at cost ( 140,794 and 130,340 shares, respectively)

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total liabilities, preferred stock and stockholders’ deficit

The accompanying notes are an integral part of

these consolidated financial statements

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

The accompanying notes are an integral part

of these consolidated financial statements

INTERPACE BIOSCIENCES, INC.

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Ended December 31,

(as restated)

Cost of revenue

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General and administrative

Acquisition related amortization expense

Change in fair value of contingent consideration

Total operating expenses

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Income from continuing operations before tax

Provision for income taxes

(Benefit) provision for income taxes

Income from continuing operations

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Net income (loss) per diluted share of common stock

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

The accompanying notes are an integral part of

these consolidated financial statements

Weighted average number of common shares and common share

equivalents outstanding:

The accompanying notes are an integral part

of these consolidated financial statements

INTERPACE BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT)

(in thousands)

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Treasury Stock

Balance -December 31, 2022 as restated

Balance -December 31, 2023

$ ( 242,082 )

Issuance of common stock

Issuance of Series C preferred stock, net of issuance costs

Treasury stock purchased

Stock-based compensation expense

Balance -December 31, 2023 as restated

Balance -December 31, 2024

$ ( 235,380 )

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Issuance of common stock

Issuance of Series C preferred stock, net of issuance costs

Series C issuance costs

Treasury stock purchased

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$ ( 210,805 )

The accompanying notes are an integral part of

these consolidated financial statements

The accompanying notes are an integral part

of these consolidated financial statements

INTERPACE BIOSCIENCES, INC.

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For The Years Ended December 31,

(as restated)

Cash Flows From Operating Activities

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Interest accretion expense

Asset impairment - lab supplies

Amortization of deferred financing fees

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Amortization on operating lease right of use asset

Deferred taxes

Change in fair value of note payable

Change in fair value of contingent consideration

Other changes in operating assets and liabilities:

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Other current assets

Other long-term assets

Accounts payable

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Cash Flows From Investing Activity

Proceeds from sale of Interpace Pharma Solutions, net

Purchase of property and equipment

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Payments made on note payable

Series C Preferred stock issuance costs

Payment of BroadOak terminal payment

Payments on line of credit

Series C conversion costs

Cash paid for repurchase of restricted shares

Net cash used in financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents from continuing operations – beginning

Cash and cash equivalents from discontinued operations – beginning

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents – beginning

Cash and cash equivalents from continuing operations – ending

Cash and cash equivalents from discontinued operations – ending

Cash and cash equivalents – ending

The accompanying notes are an integral part of

these consolidated financial statements

The accompanying notes are an integral part

of these consolidated financial statements

Nature of Business and Significant Accounting

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Corporation, and Interpace Diagnostics, LLC.

Discontinued operations include the Company’s

wholly-owned subsidiaries:

Discontinued operations include the

Company’s wholly-owned subsidiaries:

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

(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.

The Company has one reporting segment:

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.

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 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.

Accounting Estimates

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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, notes payable, stock-based compensation, revenue recognition, and

unrecognized tax benefits.

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

Actual results

could materially differ from those estimates.

Significant estimates include accounting

for valuation allowances related to deferred income taxes, revenue recognition, and unrecognized tax benefits.

The Company periodically

reviews these matters and reflects changes in estimates as appropriate.

Actual results could materially differ from those estimates.

Cash and Cash Equivalents

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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.

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.

accounts may be written off after several appeals, which in some cases may take longer than twelve months.

The opening accounts receivable balance, as restated, as of January 1, 2023 was $ 5.1 million.

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.

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.

The opening accounts receivable balance

as of January 1, 2023 was $ 5.1 million.

Other current assets

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December 31, 2024

(as restated)

Prepaid expenses

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Property and Equipment, net

Property and equipment are stated at cost

less accumulated depreciation and amortization.

Depreciation and amortization are recognized on a straight-line basis, using the estimated

useful lives of:

five to twelve years for furniture and fixtures;

Property and equipment are stated

at cost less accumulated depreciation and amortization.

Depreciation and amortization are recognized on a straight-line basis, using

the estimated useful lives of:

twelve years for furniture and fixtures;

two 2 to five years for office and computer equipment;

two to twelve

years for lab equipment;

and leasehold improvements are amortized over the shorter of the estimated service lives or the terms of the

related leases which are currently one to five years .

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

terms of the related leases which are currently one 1

Repairs and maintenance are charged to expense as incurred.

Upon disposition, the

asset and related accumulated depreciation and amortization are removed from the related accounts and any gains or losses are reflected

in operations.

Upon disposition, the asset and related accumulated

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

Software Costs

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Company is subject to various contingencies.

Contingencies are recorded in the consolidated financial statements when it is probable

that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC

450, Contingencies.

Significant judgment is required in both the determination of probability and the determination as to whether a loss

is reasonably estimable.

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

possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related

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

To the extent there is a reasonable possibility that the losses could exceed

the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose

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

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

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

related to any legal claims.

Contingencies are recorded in the consolidated financial statements when it is probable that

a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies.

Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable.

In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the

Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate

and in compliance with ASC 450.

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

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

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

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

The Company is not currently involved in

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

to any legal claims.

Revenue Recognition

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We 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”)

received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the net realizable values (“NRVs”)

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.

If actual collections and related NRVs vary significantly from our estimates, we will

adjust the estimates of contractual allowances, which affects net revenue in the period such variances become known.

Financing and Payment

For non-Medicare claims, our payment terms

vary by payer category.

For non-Medicare claims, our payment

terms vary by payer category.

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

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are required to respond to a claim within a time period established by their respective state regulations, generally between thirty to

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

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.

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.

Cost of revenue

Cost of revenue consists primarily of

the costs associated with operating our laboratories and other costs directly related to our tests.

Cost of revenue consists primarily

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

Personnel costs, which constitute

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for laboratory personnel.

Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, royalty

expenses, and facility expenses.

Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, and facility expenses.

Stock-Based Compensation

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the granting of stock-based awards is based on the grant date fair value of the stock award.

The Company recognizes the compensation

cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement

eligibility is achieved.

Forfeitures are initially estimated based on historical information and subsequently updated over the life of

the awards to ultimately reflect actual forfeitures.

As a result, changes in forfeiture activity can influence the amount of stock compensation

cost recognized from period to period.

The Company primarily uses the Black-Scholes option-pricing model to determine the fair value

of stock options.

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 Company recognizes the compensation cost,

net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility

Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards

to ultimately reflect actual forfeitures.

As a result, changes in forfeiture activity can influence the amount of stock compensation cost

recognized from period to period.

The Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock

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;

expected stock

price volatility over the term of the awards;

actual and projected employee stock option exercise behaviors;

the risk-free

interest rate;

the risk-free interest rate;

and expected dividend yield.

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

closing stock price on the date of grant.

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

on the date of grant.

See Note 13, Stock-Based Compensation,

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periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option.

Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do

not result in the recognition of an asset or liability.

Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not

result in the recognition of an asset or liability.

See Note 7, Leases .

Income 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 taxes.

Income 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 taxes.

Any interest or penalties

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and liability.

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

than not that all or a portion of a deferred tax asset will not be realized.

The Company operates in multiple tax jurisdictions

and pays or provides for the payment of taxes in each jurisdiction where it conducts business and is subject to taxation.

of the Company’s operations and the complexity of the tax law require assessments of uncertainties and judgments in estimating

the ultimate taxes the Company will pay.

The final taxes paid are dependent upon many factors, including negotiations with taxing authorities

in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and state audits.

tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent)

that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge

of all relevant information.

A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent

likely to be realized upon ultimate settlement.

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

change, such as the progress of a tax audit.

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

of operations or cash flows for a reporting period.

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

income tax expense.

A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than

not that all or a portion of a deferred tax asset will not be realized.

The Company operates in multiple tax

jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts business and is subject to taxation.

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

estimating the ultimate taxes the Company will pay.

The final taxes paid are dependent upon many factors, including negotiations with

taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and

state audits.

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

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

that have full knowledge of all relevant information.

A recognized tax position is then measured as the largest amount of benefit that

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

The Company adjusts accruals for unrecognized tax benefits

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

However, any adjustments made may be material to the Company’s

consolidated results of operations or cash flows for a reporting period.

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

of current income tax expense.

Significant judgment is also required

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Income (Loss) per Share

Basic earnings per common share are computed

by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment

awards that contain nonforfeitable rights to dividends.

Diluted earnings per common share are computed by dividing net income by the

sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method.

Unvested share-based payment

awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities

Basic earnings per common share are

computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based

payment awards that contain nonforfeitable rights to dividends.

Diluted earnings per common share are computed by dividing net income

by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method.

Unvested share-based

payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities

and are included in the computation of earnings per share pursuant to the two-class method.

Restatement of Previously Issued Consolidated

Financial Statements

We have restated herein our

audited consolidated financial statements as of December 31, 2023 and for the year ended December 31, 2023 as well as unaudited financial

statements for the periods as of and the periods ending March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024

and September 30, 2024.

We have also restated impacted amounts within the accompanying footnotes to the consolidated financial statements

which have been noted as such.

As a result of a review of the

Company’s existing royalty agreements it was determined that the Company should not have been accruing royalty expenses on certain

As a result, the Company determined that prior period financial statements should be restated.

On February 28, 2025, the Company’s management concluded and subsequently

confirmed with the Audit Committee of the Company’s Board of Directors that (1) the royalty accrual was materially misstated and

should be reversed;

(2) the consolidated financial statements contained in the Company’s Annual Reports on Form 10-K for the years

ended December 31, 2015 through December 31, 2023, as well as the consolidated financial statements contained in the Quarterly Reports

on Form 10-Q for each quarterly period within those fiscal years as well as the quarterly periods ended March 31, 2024, June 30, 2024,

and September 30, 2024 should no longer be relied upon.

As a result, the Company is restating its consolidated financial statements for

the year ended December 31, 2023, and the quarterly periods for 2023 and 2024.

The following tables present

reconciliation from our prior periods as previously reported to the restated values for the consolidated financial statements.

A description

of misstatements is listed below:

Royalty expense - We recorded royalty expense with respect to certain

royalty agreements through September 30, 2024.

The reversal of that expense will be reflected in the financial statements below.

Revenue adjustments – Adjustments related to the timing on which

revenue is recognized as per our revenue recognition policy.

The Company identified a material control weakness in 2023

related to these adjustments.

The following tables present a reconciliation of the as previously reported

consolidated financial statements to the restated amounts as of and for the year ended December 31, 2023.

Schedule of Restatement Consolidated Financial Statements

BIOSCIENCES, INC.

BALANCE SHEET

thousands, except share and per share data)

December 31, 2023

As Previously Reported

Restatement Amount

Restatement Reference

Current assets:

Cash and cash equivalents

Accounts receivable

Other current assets

Total current assets

Property and equipment, net

Operating lease right of use assets

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued salary and bonus

Other accrued expenses

Note payable at fair value, current

Current liabilities of discontinued operations

Total current liabilities

Operating lease liabilities, net of current portion

Note payable at fair value

Other long-term liabilities

Total liabilities

Redeemable preferred stock, $ .01 par value;

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

Stockholders’ deficit:

Common stock, $ .01 par value;

100,000,000 shares authorized;

4,447,489 shares issued and 4,351,445 shares outstanding;

Common stock, $.01 par value;

100,000,000 shares authorized;4,447,489 shares issued and 4,351,445 shares outstanding;

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost ( 96,044 shares)

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total liabilities, preferred stock and stockholders’ deficit

The accompanying notes are an integral part of these condensed consolidated

financial statements

INTERPACE BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF

(in thousands, except for per share data)

As Previously Reported

Restatement Amount

Restatement Reference

For the Year Ended December 31, 2023

As Previously Reported

Restatement Amount

Restatement Reference

Cost of revenue

Operating expenses:

Sales and marketing

Research and development

General and administrative

Acquisition related amortization expense

Change in fair value of contingent consideration

Total operating expenses

Operating income from continuing operations

Interest accretion expense

Note payable interest expense

Other expense, net

Income from continuing operations before tax

Provision for income taxes

Income from continuing operations

Loss from discontinued operations, net of tax

Basic net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per basic share of common stock

Diluted net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per diluted share of common stock

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

The accompanying notes are

an integral part of these condensed consolidated financial statements

Consolidated Statement of

Stockholders’ Deficit

-December 31, 2023 as reported

$ ( 248,215 )

adjustments to accumulated deficit in prior years

adjustments to net income

-December 31, 2023 as restated

$ ( 242,082 )

INTERPACE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENT

OF CASH FLOWS

(unaudited, in thousands)

As Previously Reported

Restatement Amount

Restatement Reference

For The Year Ended December 31,

As Previously Reported

Restatement Amount

Restatement Reference

Cash Flows From Operating Activities

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

Depreciation and amortization

Interest accretion expense

Amortization of deferred financing fees

Amortization on operating lease right of use asset

Stock-based compensation

Credit loss expense

Change in fair value of note payable

Change in fair value of contingent consideration

Other changes in operating assets and liabilities:

Accounts receivable

Other current assets

Accounts payable

Accrued salaries and bonus

Other accrued expenses

Operating lease liabilities

Long-term liabilities

Net cash provided by operating activities

Cash Flows From Investing Activity

Proceeds from sale of Interpace Pharma Solutions, net

Purchase of property and equipment

Net cash used in investing activities

Cash Flows From Financing Activities

Payment of BroadOak terminal payment

Payments on line of credit

Cash paid for repurchase of restricted shares

Net cash used in financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents from continuing operations– beginning

Cash and cash equivalents from discontinued operations– beginning

Cash and cash equivalents – beginning

Cash and cash equivalents from continuing operations– ending

Cash and cash equivalents from discontinued operations– ending

Cash and cash equivalents – ending

Recent Accounting Standards

Accounting Pronouncements Adopted

In August 2020, the FASB issued ASU 2020-06,

Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s

Own Equity (Subtopic 815 – 40), (“ASU 2020-06”).

ASU 2020-06 simplifies the accounting for certain financial instruments

with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

This was adopted on January 1, 2024 and there was no impact upon adoption.

In November 2023, the FASB modified authoritative

guidance within the codification’s Segment Reporting topic (ASC 280), which enhanced the disclosure requirements for significant

segment expenses and other segment items.

The authoritative guidance will become effective for fiscal years beginning after December

15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

The adoption of this standard for the year ended

December 31, 2024 did not have a material impact on the Company’s consolidated financial results, but resulted in enhanced disclosures

as included in Note 15, Segments .

Accounting Pronouncements Pending

In December 2023, the FASB issued ASU

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Improvements to Income Tax Disclosures.

This ASU requires public entities, on an annual basis, to

provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

This ASU requires public entities, on an annual basis, to provide

disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently

evaluating the impact the adoption of this standard on its financial statements but does not expect it to be material.

In October 2021, the Company entered into

a $ 7.5 million revolving credit facility with Comerica Bank (“Comerica”) (the “Comerica Loan Agreement”).

February 2024, the Company terminated the Comerica Loan Agreement.

The Company did not owe anything outstanding on the line of credit

at the time of termination and does not owe anything further to Comerica.

See Note 19, Revolving Line of Credit .

Also in October

2021, the Company entered into an $ 8.0 million term loan with BroadOak Fund V, L.P.

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

In May 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 Term Loan balance.

The Company adopted this ASU on January 1, 2025 and the additional disclosures

required by this pronouncement are included in Note 16, Income Taxes .

Accounting Pronouncements Pending

In November 2024, the FASB issued ASU

2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures”.

ASU 2024-03 will require

disclosure of specific cost and expense information in the notes to the financial statements.

Disclosure shall include inventory purchases,

employee compensation, depreciation and intangible asset amortization presented in the face of the income statement for continuing operations.

It shall also include certain amounts already disclosed under GAAP in the same disclosure as other disaggregation requirements as well

as disclose a qualitative description and the amount of selling expenses.

ASU 2024-03 will be effective for the Company in annual periods

beginning after December 15, 2026.

The amendment contemplates changes in disclosures only and the Company continues to assess the impacts

of the amendment.

In October 2021, the Company entered

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

(“BroadOak”) (the “Term Loan”), the proceeds of which

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

and 1315 Capital II, L.P.

(“1315 Capital”).

In May 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 Term Loan balance.

The Term Loan has been subsequently amended.

13, Notes Payable , for more details.

At December 31, 2024, the Company has

a $ 4.4 million principal balance of notes payable that required the principal to be paid on or before the maturity date of June 30, 2025.

In January 2025, the Company had the terms of the Loan Agreement updated.

See Note 21, Subsequent Events , for more details.

See Note 12, Notes Payable, for

more details.

The Term Loan was repaid in full in November 2025.

Further, along with many laboratories,

the Company may be affected by the Proposed Local Coverage Determination (“LCD”) DL39365, which is currently under consideration

the Company has been negatively impacted by Local Coverage Determination (“LCD”) L39365, which was finalized on April 24,

2025 by our local Medicare Administrative Contractor, Novitas.

If finalized, this Proposed LCD, which governs “Genetic Testing for Oncology,”

could impact the existing Medicare coverage for one of our molecular tests, PancraGEN ® .

On June 5, 2023, the Company announced

that Novitas issued the final LCD of Genetic Testing for Oncology (L39365) which, if finalized, would have established non-coverage for

the Company’s widely used PancraGEN ® test effective July 17, 2023.

On July 6, 2023, Novitas announced that it would

not be implementing the final Genetic Testing for Oncology LCD (L39365) as scheduled on July 17, 2023.

Novitas then issued a new virtually

identical proposed LCD affecting the same companies and tests and reaching the same conclusions as noted in the previously rescinded

LCD on July 27, 2023.

In response, the Company participated in a public meeting presentation and submitted detailed written comments

supporting the use of PancraGEN ® .

On July 29, 2024, the Company announced that the Center for Medicare and Medicaid Services

(“CMS”) granted Novitas an undefined extension to the final decision for the LCD.

As a result, the Company was able to continue

offering PancraGEN ® and the related Point2 ® fluid chemistry tests for amylase, CEA, and glucose for all

On January 9, 2025, the Company

announced the new LCD established non-coverage for its PancraGEN ® test, and it would stop offering the test and would

not accept specimens for first-line fluid chemistry and PancraGEN ® testing after February 7, 2025.

As a result of the

established non-coverage for PancraGEN ® , the Company announced, in January 2025, that its board of directors had approved

a restructuring and cost-savings plan to reduce operating costs and better align its workforce with the loss of PancraGEN ® (the

“Restructuring Plan”).

This LCD, which governs “Genetic Testing for Oncology,” resulted

in the loss of Medicare coverage for one of our molecular tests, PancraGEN ® .

On January 9, 2025, the Company announced

the new LCD established non-coverage for its PancraGEN® test, and that it would stop offering the test and would not accept specimens

for first-line fluid chemistry and PancraGEN ® testing after February 7, 2025.

As a result of the established non-coverage

for PancraGEN®, the Company announced, in January 2025, that its board of directors had approved a restructuring and cost-savings

plan to reduce operating costs and better align its workforce with the loss of PancraGEN® (the “Restructuring Plan”).

On January 27, 2025, the Company announced

that CMS had directed its Medicare Administrative Contractors, Novitas and First Coast Service Options, Inc., to delay implementation

of the Genetic Testing for Oncology LCD (L39365), from February 23, 2025 until April 24, 2025.

The Company stated that this change of

effective date will allow the Trump administration time to fully review the proposed policy changes, re-evaluate for themselves the supporting

clinical evidence for the PancraGEN ® assay, and fully assess the negative impact on patient care if the currently proposed

LCD comes into effect.

As a result of CMS’ determination

to delay implementation of the Genetic Testing for Oncology LCD (L39365), the Company is re-evaluating certain parts of the Restructuring

Plan and will determine what parts will or will not be postponed or cancelled.

On April 24, 2025, the Company announced

that the LCD would take effect immediately and that specimens for first-line fluid chemistry and PancraGEN ® testing will

not be accepted by the Company after May 2, 2025.

On April 25, 2025, the Company announced implementation of its previously approved Restructuring

Under the Restructuring Plan, the Company

reduced its workforce and impacted employees received severance benefits.

The Company incurred severance and related costs of $ 0.7 million

for the year ended December 31, 2025.

the Company had operating income from continuing operations of $ 8.1 million.

As of December 31, 2024, the Company had cash and cash equivalents

of $ 1.5 million, total current assets of $ 11.8 million and current liabilities of $ 10.6 million.

As of March 21, 2025, the Company had

approximately $ 1.3 million of cash on hand.

The expenses were paid in the quarter that they were incurred, and the Company has no restructuring

liability accrued for as of December 31, 2025.

For the year ended December 31, 2025, the Company recorded $ 0.5 million in severance costs

that were charged to sales and marketing and $ 0.2 million that were charged to general and administrative expenses in the Company’s

consolidated statement of operations.

For the year ended December 31,

2025, the Company had operating income from continuing operations of $ 4.1

As of December 31, 2025, the Company had cash and cash equivalents of $ 2.5

million, total current assets of $ 9.9

million and current liabilities of $ 5.1

As of March 20, 2026, the Company had approximately $ 2.4 million of cash and cash equivalents.

The Company intends to meet its ongoing

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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 to it.

The Company may seek an uplisting

of its common stock to Nasdaq, but no assurances can be given that a Nasdaq listing will be achieved.

With the improvement in operating cash

flows associated with the disposition of the Pharma Solutions business, and the Company’s improved operating performance, 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 months from the date of issuance of the consolidated financial statements.

With the delisting of its common stock, par value $ 0.01 per share

(“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

The Company intends to seek an uplisting of its common stock to Nasdaq, but no assurances can be given that a Nasdaq listing will

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

months from the date of the filing of this report.

Discontinued Operations

3 unchanged sentences

The table below presents the significant

components of its former Pharma Solutions and Commercial Services business units’ results included within loss from discontinued

operations, net of tax in the consolidated statements of operations for the years ended December 31, 2024 and 2023.

components of the Company’s former Commercial Services 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, 2025 and 2024.

of Components of Assets and Liabilities and Revenue Classified as Discontinued

For The Years Ended

(as restated)

Loss from discontinued operations

Income tax expense

Loss from discontinued operations, net of tax

The income tax expense for the years ended

December 31, 2024 and December 31, 2023 primarily pertained to the interest accrued on uncertain tax position liabilities.

There were no cash flows associated with

discontinued operations in 2024.

Cash used from discontinued operations, operating activities, for the year ended December 31, 2023 was

approximately $ 0.1 million.

There was cash provided by discontinued operations, investing activities, for the year ended December 31,

2023 of $ 0.4 million which pertained to the net proceeds released from escrow for the Pharma Solutions sale net of final working capital

There was no depreciation and amortization expense within discontinued operations for the years ended December 31, 2024

and December 31, 2023.

The income tax expense for the years

ended December 31, 2025 and December 31, 2024 primarily pertained to the interest accrued on uncertain tax position liabilities.

There were no cash flows associated

with discontinued operations in 2025 or 2024.

There was no depreciation and amortization expense within discontinued operations for the

years ended December 31, 2025 and December 31, 2024.

Fair Value Measurements

Cash and cash equivalents, accounts receivable,

and accounts payable approximate fair value due to their relative short-term nature.

The Company’s financial liabilities reflected

at fair value in the consolidated financial statements include contingent consideration and notes payable.

Fair value is the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

In determining fair value, the Company uses various methods including market, income and cost approaches.

Based on these approaches,

the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions

about risk and/or the risks inherent in the inputs to the valuation technique.

These inputs can be readily observable, market-corroborated,

or generally unobservable inputs.

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the

use of unobservable inputs.

Based upon observable inputs used in the valuation techniques, the Company is required to provide information

according to the fair value hierarchy.

The fair value hierarchy ranks the quality and reliability of the information used to determine

fair values into three broad levels as follows:

Valuations for assets and liabilities traded in active markets from

readily available pricing sources for market transactions involving identical assets or liabilities.

Valuations for assets and liabilities traded in less active dealer

or broker markets.

Cash and cash equivalents, accounts

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

The Company’s financial liabilities

reflected at fair value in the consolidated financial statements include notes payable as of December 31, 2024.

The Company did not have

any financial liabilities that met the criteria as of December 31, 2025.

Fair value is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In determining fair value,

the Company uses various methods including market, income and cost approaches.

Based on these approaches, the Company often utilizes certain

assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent

in the inputs to the valuation technique.

These inputs can be readily observable, market-corroborated, or generally unobservable inputs.

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy.

The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as

Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.

Valuations for assets and liabilities traded in less active dealer or broker markets.

Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

Valuations for assets and liabilities include certain unobservable

inputs in the assumptions and projections used in determining the fair value assigned to such assets or liabilities.

In instances where the determination of

the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy

Valuations for assets and liabilities include certain unobservable inputs in the assumptions and projections used in determining the fair value assigned to such assets or liabilities.

In instances where the determination

of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy

within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement

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requires judgment and considers factors specific to the asset or liability.

The valuation methodologies used for the Company’s

financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant

to the valuation hierarchy, is set forth in the tables below.

The valuation methodologies used for the Company’s financial

instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation

hierarchy, is set forth in the tables below.

of Financial Instrument Measured on Recurring Basis

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Note payable:

BroadOak loan

Fair Value Measurements

As of December 31, 2023

Contingent consideration:

Note payable:

BroadOak loan

See Note 10, Accrued Expenses and Other Long-Term Liabilities

In connection with the acquisition of

certain assets from Asuragen, the Company recorded contingent consideration related to contingent payments and other revenue-based payments.

The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue

The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

This liability was settled in 2024.

The 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

The Company records the Term Loan at

The fair value of the loan is determined by a probability-weighted approach regarding the loan’s change in control feature.

See Note 12, 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.

The fair value measurement is based on the estimated probability of a change in control

and thus represented a Level 3 measurement.

This liability was fully paid in November 2025.

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

to Fair Value/

December 31, 2023

Accretion/Interest Accrued

Mark to Market

December 31, 2024

BroadOak loans

Accretion/Interest

Property and Equipment

Property and equipment consisted of the

following as of December 31, 2024 and 2023:

of Property and Equipment

Property and equipment consisted of

the following as of December 31, 2025 and 2024:

Schedule of Property and Equipment

Furniture and fixtures

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from continuing operations was approximately $ 0.4 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively.

There was $ 20,000 and zero internal-use software amortization expense included in depreciation and amortization expense in 2024 and 2023,

There was $ 23,000 and $ 20,000 internal-use software amortization expense included in depreciation and amortization expense in 2025 and

2024, respectively, and $ 0.1 million of internal use unamortized software costs at December 31, 2025 and December 31, 2024, respectively.

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equipment under agreements classified as operating leases, which expire at various dates through June 2028.

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

Total operating lease expense from continuing operations under these agreements for the years ended December 31, 2024 and

2023 was approximately $ 0.7 million and $ 0.8 million, respectively.

Total cash paid under these agreements for the years ended December

31, 2024 and 2023 was approximately $ 0.7 million and $ 0.8 million, respectively.

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 operating lease expense from continuing operations under these agreements for the years ended December 31, 2025 and 2024 was approximately

$ 0.6 million and $ 0.7 million, respectively.

Total cash paid under these agreements for the years ended December 31, 2025 and 2024 was

approximately $ 0.6 million and $ 0.7 million, respectively.

The table below presents the lease-related

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of Lease related Assets and Liabilities

Classification on the Balance Sheet

December 31, 2024

December 31, 2023

Classification

Balance Sheet

Operating lease assets

Operating lease right of use assets

Operating lease right

of use assets

Total lease assets

Operating lease liabilities

Operating lease

Other accrued expenses

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Other accrued expenses

Operating lease liabilities

Operating lease liabilities, net of current portion

Total long-term lease liabilities

Operating lease

Operating lease liabilities, net

of current portion

Total long-term

lease liabilities

Total lease liabilities

The weighted average remaining lease term

for the Company’s operating leases was 3.5 years as of December 31, 2024 and 4.3 years as of December 31, 2023 and the weighted

average discount rate for those leases was 12.0 % and 11.8 % as of December 31, 2024 and December 31, 2023, respectively.

The weighted average remaining lease

term for the Company’s operating leases was 2.5 years as of December 31, 2025 and 3.5 years as of December 31, 2024 and the weighted

average discount rate for those leases was 12.0 % as of both December 31, 2025 and December 31, 2024, respectively.

The Company’s

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Accrued Expenses and Other Long-Term Liabilities

Other accrued expenses consisted of the

following as of December 31, 2024 and 2023:

Other accrued expenses consisted of

the following as of December 31, 2025 and 2024:

of Other Accrued Expenses

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December 31, 2024

(as restated)

Accrued royalties

Contingent consideration

Operating lease liability

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Commitments and Contingencies

From time to time, the Company may become

involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

When the Company is aware of a claim

or potential claim, it assesses the likelihood of any loss or exposure.

If it is probable that a loss will result and the amount of the

loss can be reasonably estimated, the Company will record a liability for the loss.

In addition to the estimated loss, the recorded liability

includes probable and estimable legal costs associated with the claim or potential claim.

Litigation is subject to inherent uncertainties,

and an adverse result in these or other matters may arise from time to time that may harm the Company’s business.

There is no pending

litigation involving the Company at this time.

Due to the nature of the businesses in

which the Company is engaged, it is subject to certain risks.

Such risks include, among others, risk of liability for personal injury

or death to persons using products or services that the Company promotes or commercializes.

There can be no assurance that substantial

claims or liabilities will not arise in the future due to the nature of the Company’s business activities.

There is also the risk

of employment related litigation and other litigation in the ordinary course of business.

From time to time, the Company may

become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

When the Company is aware of

a claim or potential claim, it assesses the likelihood of any loss or exposure.

If it is probable that a loss will result and the amount

of the loss can be reasonably estimated, the Company will record a liability for the loss.

In addition to the estimated loss, the recorded

liability includes probable and estimable legal costs associated with the claim or potential claim.

Litigation is subject to inherent

uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business.

There is no pending litigation involving the Company at this time.

Due to the nature of the businesses in which the Company

is engaged, it is subject to certain risks.

Such risks include, among others, risk of liability for personal injury or death to persons

using products or services that the Company promotes or commercializes.

There can be no assurance that substantial claims or liabilities

will not arise in the future due to the nature of the Company’s business activities.

There is also the risk of employment-related

litigation and other litigation in the ordinary course of business.

The Company could also be held liable

for errors and omissions of its employees in connection with the services it performs that are outside the scope of any indemnity or

insurance policy.

The Company could be materially adversely affected if it were required to pay damages or incur defense costs in connection

with a claim that is outside the scope of an indemnification agreement;

for errors and omissions of its employees in connection with the services it performs that are outside the scope of any indemnity or insurance

The Company could be materially adversely affected if it were required to pay damages or incur defense costs in connection with

a claim that is outside the scope of an indemnification agreement;

if the indemnity, although applicable, is not performed in accordance

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Redeemable Preferred Stock

On January 10, 2020, the Company entered

into a Securities Purchase and Exchange Agreement (the “Securities Purchase and Exchange Agreement”) with 1315 Capital and

Ampersand (collectively, the “Investors”) pursuant to which the Company agreed to sell to the Investors an aggregate of $ 20.0

million in Series B Preferred Stock of the Company, at an issuance price per share of $ 1,000 (“New Investment Shares”).

to the Securities Purchase and Exchange Agreement, 1315 Capital agreed to purchase 19,000 shares of Series B Preferred Stock at an aggregate

purchase price of $ 19.0 million and Ampersand agreed to purchase 1,000 shares of Series B Preferred Stock at an aggregate purchase price

of $ 1.0 million.

In addition, the Company agreed to exchange

$ 27.0 million of the Company’s existing Series A convertible preferred stock, par value $ 0.01 per share, held by Ampersand (the

“Series A Preferred Stock”), represented by 270 shares of Series A Preferred Stock with a stated value of $ 100,000 per share,

which represents all of the Company’s issued and outstanding Series A Preferred Stock, for 27,000 newly issued shares of Series

B Preferred Stock (such shares of Series B Preferred Stock, the “Exchange Shares” and such transaction, the “Exchange”).

Following the Exchange, no shares of Series A Preferred Stock remained designated, authorized, issued or outstanding.

The Series B Preferred

Stock had a conversion price of $ 6.00 .

On October 10, 2024, the Company and the

Investors entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which the Investors exchanged (the “Exchange”)

an aggregate of 47,000 shares of the Company’s Series B Preferred Stock, comprised of 28,000 shares of Series B Preferred Stock

held by Ampersand and 19,000 shares of Series B Preferred Stock held by 1315 Capital, which represented all of the Company’s issued

and outstanding Series B Preferred Stock, for 47,000 newly created shares of Series C Preferred Stock, at an issuance price per share

In the Exchange, Ampersand received 28,000 shares of Series C Preferred Stock and 1315 received 19,000 shares of Series C

Preferred Stock.

On October 10, 2024, the Company and

the Investors entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which the Investors exchanged (the

“Exchange”) an aggregate of 47,000 shares of the Company’s Series B Preferred Stock, comprised of 28,000 shares of Series

B Preferred Stock held by Ampersand and 19,000 shares of Series B Preferred Stock held by 1315 Capital, which represented all of the Company’s

issued and outstanding Series B Preferred Stock, for 47,000 newly created shares of Series C Preferred Stock, at an issuance price per

share of $ 1,000 .

In the Exchange, Ampersand received 28,000 shares of Series C Preferred Stock and 1315 received 19,000 shares of Series

C Preferred Stock.

The Company recorded approximately $ 0.2 million in issuance costs related to this transaction.

The Series C Preferred Stock is convertible

into the Company’s common stock at a conversion price of $ 2.02 per share of common stock (subject to further adjustment in the

event of any stock dividend, stock split, combination, or other similar recapitalization affecting such shares) which was the closing

price of the common stock on the date of the Exchange Agreement.

The Series C Preferred Stock does not have a liquidation preference

over the common stock in the event of a sale or dissolution of the Company, does not have director designation rights and includes limited

customary protective provisions.

The Series B Preferred Stock had a conversion price of $ 6.00 per share of common stock and included

additional protective provisions not applicable to the Series C Preferred Stock, including (i) limitations on the Board to declare dividends,

(ii) director designation rights for each of the Investors, (iii) liquidation rights of holders upon “deemed liquidation”

events, including a liquidation preference over the common stock, (iv) limitations on the ability to authorize, issue or create debt

securities, (v) limitations on the ability to enter into mergers or acquisitions and (vi) limitations on the ability to conduct public

offerings of the Company’s common stock.

into the Company’s Common Stock at a conversion price of $ 2.02 per share of Common Stock (subject to further adjustment in the event

of any stock dividend, stock split, combination, or other similar recapitalization affecting such shares) which was the closing price

of the Common Stock on the date of the Exchange Agreement.

The Series C Preferred Stock does not have a liquidation preference over the

Common Stock in the event of a sale or dissolution of the Company, does not have director designation rights and includes limited customary

protective provisions.

The Series B Preferred Stock had a conversion price of $ 6.00 per share of Common Stock and included additional

protective provisions not applicable to the Series C Preferred Stock, including (i) limitations on the Board to declare dividends, (ii)

director designation rights for each of the Investors, (iii) liquidation rights of holders upon “deemed liquidation” events,

including a liquidation preference over the Common Stock, (iv) limitations on the ability to authorize, issue or create debt securities,

(v) limitations on the ability to enter into mergers or acquisitions and (vi) limitations on the ability to conduct public offerings of

the Company’s Common Stock.

On any matter presented to the stockholders

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

to the number of whole shares of Common Stock, into which the shares of Series C 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, holders of Series C Preferred Stock will vote together with the holders of Common Stock as a single class and on an as-converted

to Common Stock basis.

to the number of whole shares of Common Stock, into which the shares of Series C 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,

holders of Series C Preferred Stock will vote together with the holders of Common Stock as a single class and on an as-converted to Common

Director Designation Rights

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be converted.

The Series C Conversion Ratio is calculated by dividing the Stated Value per share of Series C Preferred Stock by the Series

C Conversion Price.

The Series C Conversion Ratio is subject to adjustment in the event of any stock dividend, stock split, combination,

or other similar recapitalization which results in the adjustment of the Series C Conversion Price.

The Series C Conversion Ratio is calculated by dividing the stated value of $ 1,000 per share of Series C Preferred Stock

by the Series C Conversion Price (as defined in the Certificate of Designation).

The Series C Conversion Ratio is subject to adjustment

in the event of any stock dividend, stock split, combination, or other similar recapitalization which results in the adjustment of the

Series C Conversion Price.

The aggregate number of shares of Common

Stock that may be issued through conversion of all of the Exchange Shares is 23,267,326 shares (subject to appropriate adjustment in

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

Stock that may be issued through conversion of all of the Series C Preferred Stock is 23,267,326 shares (subject to appropriate adjustment

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

Mandatory Conversion

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Stock of the Company.

As of December 31, 2024, there were 47,000

Series C Preferred Stock issued and outstanding and as of December 31, 2023, there were 47,000 Series B Preferred Stock issued and outstanding.

As of both December 31, 2025 and December

31, 2024, there were 47,000 Series C Preferred Stock issued and outstanding.

See Note 20, Subsequent Events , for more details.

Notes Payable

BroadOak Loan

On October 29, 2021, the Company and its

subsidiaries entered into the Term Loan with BroadOak, providing for a term loan in the aggregate principal amount of $ 8,000,000 .

of the Term Loan took place on November 1, 2021.

The Term Loan was scheduled to mature 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.

On October 29, 2021, the Company and

its subsidiaries entered into the Term Loan with BroadOak, providing for a term loan in the aggregate principal amount of $ 8,000,000 .

Funding of the Term Loan took place on November 1, 2021.

The Term Loan was scheduled to mature 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 was subordinate to the Company’s $ 7,500,000

in substantially all of the Company’s and its subsidiaries’ assets and was subordinate to the Company’s former $ 7,500,000

revolving credit facility with Comerica Bank.

See Note 19, 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.

The Term Loan 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

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.

Upon receipt of the Term Loan, the proceeds were used to repay in full at their maturity certain notes extended

by Ampersand and 1315 Capital.

The Term Loan contains affirmative

and negative restrictive covenants that are applicable from and after the date of the Term Loan advance.

These restrictive covenants,

which include restrictions on certain mergers, acquisitions, investments, encumbrances, etc., could adversely affect our ability to conduct

our business.

The Term Loan also contains customary events of default.

The Company concluded that the Term Loan

met the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the fair

value option under ASC 825-10-15-4, and did not meet the definition of any of the financial instruments listed within ASC 825-10-15-5

The Company concluded that the Term

Loan met the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the

fair value option under ASC 825-10-15-4, and did not meet the definition of any of the financial instruments listed within ASC 825-10-15-5

that are not eligible for the fair value option.

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original Term Loan were as follows:

● The Company made a one-time payment

in an aggregate amount equal to $ 2,500,000 , on October 30, 2023 and applied the payment in full satisfaction of the $ 3,000,000 Terminal

Payment (as defined in the Term Loan).

The Company made a one-time payment in an aggregate amount equal to $ 2,500,000 , on October 30, 2023 and applied the payment in full satisfaction of the $ 3,000,000 Terminal Payment (as defined in the Term Loan).

See above regarding the Terminal Payment.

Effective November 1, 2023, the interest rate

under the Term Loan was reduced from 9 % to 8 % through the maturity date of October 31, 2024 or earlier, upon the occurrence of a

change in control (“Loan Maturity Date”).

The Company had the option to request an extension

of the Loan Maturity Date in writing no less than sixty days prior to the Loan Maturity Date.

If BroadOak agreed to the extension,

the Loan Maturity Date would automatically be extended.

The Second Amendment was treated as a

debt modification which is accounted for prospectively.

Effective November 1, 2023, the interest rate under the Term Loan was reduced from 9 % to 8 % through the maturity date of October 31, 2024 or earlier, upon the occurrence of a change in control (“Loan Maturity Date”).

The Company had the option to request an extension of the Loan Maturity Date in writing no less than sixty days prior to the Loan Maturity Date.

If BroadOak agreed to the extension, the Loan Maturity Date would automatically be extended.

The Second Amendment was treated as

a debt modification which is accounted for prospectively.

Since the Term Loan is carried at fair value under the fair value option, the

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The maturity date was extended to June 30, 2025 .

Beginning April 1, 2024, the Company made $ 500,000

monthly payments with the remaining loan balance due on the new maturity date.

The Third Amendment was treated as a debt

modification which is accounted for prospectively.

Since the Term Loan is carried at fair value under the fair value option, the Third

Amendment did not result in any extinguishment gain or loss upon amendment, and the impact of the revised terms was incorporated into

the Company’s first quarter 2024 fair value calculation.

The balance of the loan outstanding

at December 31, 2024 was $ 4.4 million.

In January 2025, the Company entered into

a Fourth Amendment of the Term Loan.

See Note 21, Subsequent Events , for more details.

Beginning April 1, 2024, the Company made $ 500,000 monthly payments with the remaining loan balance due on the new maturity date.

The Third Amendment was treated as

a debt modification which is accounted for prospectively.

Since the Term Loan is carried at fair value under the fair value option, the

Third Amendment did not result in any extinguishment gain or loss upon amendment, and the impact of the revised terms was incorporated

into the Company’s first quarter 2024 fair value calculation.

On January 14, 2025, the Company entered

into a Fourth Amendment to the Loan and Security Agreement with BroadOak.

The primary changes to the Third Amendment were as follows:

The maturity date was extended to December 31, 2025 .

Beginning July 1, 2025, and continuing through December 1, 2025, the Company will make monthly interest-only payments with the remaining loan balance due on the new maturity date.

The Fourth Amendment was treated as

a debt modification which is accounted for prospectively.

Since the Term Loan is carried at fair value under the fair value option, the

Fourth Amendment did not result in any extinguishment gain or loss upon amendment, and the impact of the revised terms was incorporated

into the Company’s first quarter 2025 fair value calculation.

The Term Loan was paid in full and

the balance outstanding at December 31, 2025 was $ 0 .

Stock-Based Compensation

The Company’s stock-incentive program

is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors,

and to align stockholder and employee interests.

Currently, the Company is able to grant options, stock appreciation rights (“SARs”)

and restricted shares from the Interpace Biosciences, Inc.

The Company’s stock-incentive

program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and

directors, and to align stockholder and employee interests.

Currently, the Company is able to grant options, stock appreciation rights

(“SARs”) and restricted shares from the Interpace Biosciences, Inc.

2019 Equity Incentive Plan.

No new grants may be made under the Company’s

prior stock incentive plan, the Interpace Diagnostics Group, Inc.

(now known as Interpace Biosciences, Inc.) Amended and Restated 2004

Stock Award and Incentive Plan (the “2004 Plan”).

Unless earlier terminated by action of the Company’s board of directors,

the 2004 Plan will remain in effect until such time as no stock remains available for delivery and the Company has no further rights

or obligations under the 2004 Plan with respect to outstanding awards thereunder.

No new grants may be made

under the Company’s prior stock incentive plan, the Interpace Diagnostics Group, Inc.

(now known as Interpace Biosciences, Inc.)

Amended and Restated 2004 Stock Award and Incentive Plan (the “2004 Plan”).

Unless earlier terminated by action of the Company’s

board of directors, the 2004 Plan will remain in effect until such time as no stock remains available for delivery and the Company has

no further rights or obligations under the 2004 Plan with respect to outstanding awards thereunder.

Historically, stock options have been

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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.

volatility is based on historical volatility.

As there is no trading volume for the Company’s options, implied volatility is not

representative of the Company’s current volatility so the historical volatility of the Company’s common stock is determined

to be more indicative of the Company’s expected future stock performance.

The expected life is determined using the safe-harbor

The Company expects to use this simplified method for valuing employee options until more detailed information about exercise

behavior becomes available over time.

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.

As there is no trading volume for the Company’s options, implied volatility is not representative

of the Company’s current volatility so the historical volatility of the Company’s common stock is determined to be more indicative

of the Company’s expected future stock performance.

The expected life is determined using the safe-harbor method.

The Company expects

to use this simplified method for valuing employee options until more detailed information about exercise behavior becomes available over

The Company bases the risk-free interest rate on U.S.

Treasury zero-coupon issues with remaining

terms similar to the expected term on the options.

The Company does not anticipate paying any cash dividends in the foreseeable future

and therefore uses an expected dividend yield of zero in the option valuation model.

The Company 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.

The Company began an employee stock purchase

plan in 2020.

The Company suspended its plan in July 2022 as there were no shares available in the original authorized shares pool.

November 2022, the shareholders approved an increase to the pool of an additional one million shares.

As of December 31, 2024, the Company has

reserved 481,494 shares of its common stock for issuance under our 2019 Equity Incentive Plan, 1,000,007 shares of its common stock for

issuance under our Employee Stock Purchase Plan and 1,796,268 additional shares available for future grants of awards under its 2019

Treasury zero-coupon issues with remaining terms similar to the expected term

on the options.

The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend

yield of zero in the option valuation model.

The Company 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 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.

The Company began an employee stock

purchase plan in 2020.

The Company suspended its plan in July 2022 as there were no shares available in the original authorized shares

In November 2022, the shareholders approved an increase to the pool of an additional one million shares.

As of December 31, 2025, the Company

has reserved 396,222 shares of its common stock for issuance under our 2019 Equity Incentive Plan, 1,000,007 shares of its common stock

for issuance under our Employee Stock Purchase Plan and 1,851,870 additional shares available for future grants of awards under its 2019

Equity Incentive Plan.

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when retirement eligibility is achieved.

There were no stock options granted in

2024 or 2023.

There were no stock options granted

in 2025 or 2024.

There were no options exercised in 2025 or 2024.

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operations for the years ended December 31, 2025 and 2024 is as follows:

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

of Stock-based Compensation From Continuing

RSUs and restricted stock

Performance-based awards

Total stock-based compensation expense

A summary of stock option activity for

the year ended December 31, 2024, and changes during such year, is presented below:

A summary of stock option activity

for the year ended December 31, 2025, and changes during such year, is presented below:

of Stock Option Activity

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Nonvested at December 31, 2025

The aggregate fair value of options vested

during the years ended December 31, 2024 and 2023 was $ 0.1 million and $ 0.6 million, respectively.

The weighted-average grant date fair

value of options vested during the year ended December 31, 2023 was $ 4.70 .

The aggregate fair value of options

vested during the years ended December 31, 2025 and 2024 was $ 0.1 million and $ 0.1 million, respectively.

The weighted-average grant date

fair value of options vested during the year ended December 31, 2024 was $ 4.77 .

A summary of the Company’s non-vested

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stock units vested during each of the years ended December 31, 2025 and 2024 was $ 0.1 million and $ 0.2 million, respectively.

As of December 31, 2024, there was approximately

$ 0.1 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options and restricted

stock units which will be expensed over the next three years.

The Company operates and manages its business

as a single reporting segment.

As of December 31, 2025, there was

approximately $ 15,000 of total unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted stock units

which will be expensed over the next two years .

The Company operates and manages its

business as a single reporting segment.

The business provides esoteric molecular diagnostic testing and pathology services to aid physicians

14 unchanged sentences

segment profit and loss, including significant expense categories, attributable to the Company’s reportable segment for the periods

of Reconciliation of Profit (Loss) from Segments to Consolidated

of Reportable

Segment Profit and Loss, Including Significant Expense Categories

For The Years

Ended December 31,

(as restated)

Revenue, net:

3 unchanged sentences

General and administrative

Other operating expenses

Interest & other expense, net

Provision for income taxes

(Benefit) provision for income taxes

Segment net income

5 unchanged sentences

Adjusted EBITDA is defined as income or

loss from continuing operations, plus depreciation and amortization, non-cash stock-based compensation, interest and taxes, and other

non-cash expenses including asset impairment costs, change in fair value of contingent consideration, and change in fair value of notes

The table below includes a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial

loss from continuing operations, plus depreciation and amortization, non-cash stock-based compensation, severance and related expense,

interest and taxes, and other non-cash expenses including asset impairment costs, change in fair value of contingent consideration, and

change in fair value of notes payable.

The table below includes a reconciliation of this non-GAAP financial measure to the most directly

comparable GAAP financial measure.

Reconciliation of Adjusted EBITDA (Unaudited)

1 unchanged sentence

of Reconciliation of Adjusted EBITDA

(as restated)

Income from continuing operations (GAAP Basis)

1 unchanged sentence

Stock-based compensation

Severance & related expense

Asset impairment - lab supplies

Tax (benefit) expense

Interest accretion expense

Financing interest and related costs

Interest income

Note payable interest

Other expense/income, net

Change in fair value of note payable

Change in fair value of contingent consideration

Adjusted EBITDA

6 unchanged sentences

for more than 10% of the Company’s revenue from continuing operations during the years ended December 31, 2025 and 2024, respectively.

For the years ended December 31, 2024 and December 31, 2023, revenue from Medicare was approximately 36 %

of total revenue, respectively.

For the years ended December 31, 2025 and December 31, 2024, revenue from Medicare was approximately 27 % and 36 % of total revenue, respectively.

of Revenue by Major Customers

Years Ended December 31,

(as restated)

Commercial Payors

1 unchanged sentence

Medicare Advantage

The provision for income taxes on continuing

operations for the years ended December 31, 2024 and 2023 is comprised of the following:

(benefit) provision for income taxes on continuing operations for the years ended December 31, 2025 and 2024 is comprised of the

of Components of Income Tax Expense (Benefit)

1 unchanged sentence

Total deferred

Provision for income taxes

(Benefit) provision for income taxes

The Company performs an analysis each

year to determine whether the expected future income will more likely than not be sufficient to realize the deferred tax assets.

Company’s recent operating results and projections of future income weighed heavily in the Company’s overall assessment.

As a result of this analysis, the Company continues to maintain a full valuation allowance against its federal and state net deferred

tax assets at December 31, 2024 as the Company believes that it is more likely than not that these assets will not be realized.

The tax effects of significant items comprising

the Company’s deferred tax assets and (liabilities) as of December 31, 2024 and 2023 are as follows:

The Company’s

recent operating results and projections of future income weighed heavily in the Company’s overall assessment.

As of December 31, 2025, the Company is in a cumulative income position for the current year and prior two years.

As such, the Company has sufficient positive evidence to project future taxable income.

Accordingly, the Company released a significant

portion of the valuation allowance against its deferred tax assets as of December 31, 2025 that it determined were more likely than not

that these assets would be realized based upon those future projections of taxable income.

The tax effects of significant items

comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2025 and 2024 are as follows:

of Deferred Tax Assets and Liabilities

(as restated)

Deferred tax assets:

6 unchanged sentences

Deferred revenue

Lease liability

Capitalized 174

3 unchanged sentences

Property and equipment

Deferred tax liability-net valuation allowance

Deferred tax asset, net

The Company’s deferred tax

asset and deferred tax liabilities as of both December 31, 2024 and 2023 periods was $ 0 as they are fully offset by a valuation

The NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax

During 2021, the Company completed a Section 382 analysis of the available NOLs under Section 382 of the Internal

Revenue Code and determined that the Company underwent an ownership change on March 30, 2017 and July 15, 2019.

As a result, NOLs

attributable to the pre-ownership change are subject to a substantial annual limitation under Section 382.

The Company has

approximately $ 115.0

asset as of December 31, 2025 and 2024 periods were $ 21.3 million and $ 0 ,

respectively.

The net deferred tax assets as of December 31, 2024 was fully offset by a valuation allowance.

The NOL carry forwards

are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities.

During 2021, the Company

completed a Section 382 analysis of the available NOLs under Section 382 of the Internal Revenue Code and determined that the

Company underwent an ownership change on March 30, 2017 and July 15, 2019.

As a result, NOLs attributable to the pre-ownership

change are subject to a substantial annual limitation under Section 382.

The Company has approximately $ 102.8

million of federal net operating losses after adjusting for the impact of the Section 382 ownership change.

Federal Net Operating

Losses of $ 66.5 million are subject to annual limitation for ownership changes and the Company is utilizing $ 4.0 million of the

available amount during the current year.

The remaining $ 52.5 million of NOLs incurred post July 15, 2019 may be subject to an

annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year

These NOLs can be carried forward indefinitely, but the deductibility of such federal NOLs are limited to 80% of Federal

Taxable Income.

Losses of $ 55.4

million are subject to annual limitation for ownership changes and the Company is utilizing none of the available amount during the current year.

The remaining $ 53.2

million of NOLs incurred post July 15, 2019 may be subject to an annual limitation in the event of certain cumulative changes in the

ownership interest of significant stockholders over a three-year period.

These NOLs can be carried forward indefinitely, but the

deductibility of such federal NOLs are limited to 80% of Federal Taxable Income.

The Company has approximately $ 78.0

1 unchanged sentence

state net operating losses not utilized begin to expire this year.

A reconciliation of the difference between

the federal statutory tax rates and the Company’s effective tax rate from continuing operations is as follows:

of Effective Income Tax Rate Reconciliation

(as restated)

December 2023, the FASB issued ASU 2023-09 – Income Taxes:

Improvements to Income Tax Disclosures which includes amendments that

further enhance income tax disclosures and income taxes paid by jurisdiction.

The Company has elected to adopt ASU 2023-09 on a prospective

The following table presents the Company’s provisions for Income Taxes and the provisions calculated at the statutory federal

tax rate for the year ended December 31, 2025:

of Provisions for Income Taxes And Statutory Federal

Continuing Operations

Federal income

tax at statutory rate

income tax rate, net of Federal tax benefit (1)

Nontaxable or nondeductible

in valuation allowance

income tax rate

(1) (1) State

taxes in California, New Jersey, New York City, New York, and Illinois make up the majority

(greater than 50 percent) of the tax effect in this category.

reconciliation of the difference between the federal statutory tax rates and the Company’s effective tax rate from continuing

operations for the year ended December 31, 2024 is as follows:

Federal statutory rate

1 unchanged sentence

Meals and entertainment

Nontaxable or nondeductible items, meals and entertainment

Valuation allowance

Effective tax rate

The following table summarizes the change

in uncertain tax benefit reserves for the two years ended December 31, 2024:

of Unrecognized Tax Benefits Reserves Roll Forward

Balance of unrecognized benefits as of January 1, 2023

Additions for tax positions of prior years

Balance as of December 31, 2023

Additions for tax positions of prior years

Balance as of December 31, 2024

As of both December 31, 2024 and 2023,

the total amount of gross unrecognized tax benefits was $ 0.9 million.

The total amount of unrecognized tax benefits that, if recognized,

would affect the effective tax rate as of both December 31, 2024 and 2023 was $ 0.9 million.

The Company recognized interest and

penalties of $ 0.4

million, and a release of $ 0.2

million related to uncertain tax positions in income tax expense during the year ended December 31, 2024.

The Company recognized

interest and penalties of $ 0.2 million, and there was no release related to uncertain tax positions in income tax expense during the

year ended December 31, 2023.

million, and there was no release related to uncertain tax positions in income tax expense during the year ended December 31, 2025.

Company recognized interest and penalties of $ 0.4

million, and a release of $ 0.2 million related to uncertain tax positions in income tax expense during the year ended December 31, 2024.

At December 31, 2025 and 2024, accrued interest and penalties, net were $ 4.5

6 unchanged sentences

State and Local

To the extent there was a failure to file

a tax return in a previous year;

To the extent there was a failure to

file a tax return in a previous year;

the statute of limitation will not begin until the return is filed.

There were no examinations in process

by the Internal Revenue Service as of December 31, 2024.

Basic and Diluted Net Income (Loss) per Share

There were no examinations in

process by the Internal Revenue Service as of December 31, 2025.

taxes paid, net of refunds, are shown in the following table:

of Income Taxes Paid, Net of Refunds

* Estimated payment made

Basic and Diluted Net Income per Share

A reconciliation of the number of shares

7 unchanged sentences

Diluted weighted average number of common shares

In January 2026, the Company’s preferred stock was

converted into common stock thereby increasing the number of basic shares outstanding in 2026.

The following outstanding stock-based

awards were excluded from the computation of the effect of dilutive securities on income per share for the following periods as they

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

awards were excluded from the computation of the effect of dilutive securities on income per share for the following periods as they would

have been anti-dilutive (rounded to thousands):

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

2 unchanged sentences

Anti-dilutive

Revolving Line of Credit

On 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 could use the proceeds of the Credit Facility for working capital and other general corporate

On October 6, 2023, effective September

30, 2023, the Company entered into a Fifth Amendment to its Loan and Security Agreement (the “Fifth Amendment to the Comerica Loan

Agreement”) with Comerica providing for a revolving credit facility of up to $ 5,000,000 .

In February 2024, the Company terminated

the Comerica Loan Agreement.

The Company did not owe anything outstanding on the line of credit at the time of termination and does not

owe anything further to Comerica.

Restructuring Expenses

As a result of the established non-coverage

for PancraGEN ® , the Company announced in the first quarter of 2025 that its board of directors had approved a restructuring

and cost-savings plan to reduce operating costs and better align its workforce with the loss of PancraGEN ® .

In connection

with this plan, the Company incurred $ 0.7 million in restructuring expenses for the year ended December 31, 2025, all of which are severance

and related costs.

The expenses were paid in the quarter that they were incurred, and the Company has no restructuring liability accrued

for as of December 31, 2025.

For the year ended December 31, 2025, the Company recorded $ 0.5 million in severance costs that were charged

to sales and marketing and $ 0.2 million that were charged to general and administrative expenses in the Company’s consolidated statement

of operations.

Supplemental Cash Flow Information

1 unchanged sentence

(in thousands)

Cash Flow Information

Cash paid for taxes

Cash paid for income taxes

Cash paid for interest

5 unchanged sentences

Subsequent Events

On January 9, 2025, the Company

announced the new LCD established non-coverage for its PancraGEN ® test, and it would stop offering the test and would

not accept specimens for first-line fluid chemistry and PancraGEN ® testing after February 7, 2025.

As a result of the

established non-coverage for PancraGEN ® , the Company announced that its board of directors had approved a restructuring

and cost-savings plan to reduce operating costs and better align the Company workforce with the loss of PancraGEN ® .

On January 27, 2025, the Company

announced that CMS had directed its Medicare Administrative Contractors, Novitas and First Coast Service Options, Inc., to delay implementation

of the Genetic Testing for Oncology LCD (L39365), from February 23, 2025 until April 24, 2025.

The Company stated that this change of

effective date will allow the Trump administration time to fully review the proposed policy changes, re-evaluate for themselves the supporting

clinical evidence for the PancraGEN ® assay, and fully assess the negative impact on patient care if the currently

proposed LCD comes into effect.

BroadOak Amendment

On January 14, 2025, the Company

entered into a Fourth Amendment to the Loan and Security Agreement with BroadOak, extending the loan maturity date to December 31, 2025.

The primary changes to the Third Amendment were as follows:

The maturity date was extended to December 31, 2025.

Beginning July 1, 2025, and continuing through December 1, 2025, the

Company will make monthly interest-only payments with the remaining loan balance due on the new maturity date.

Restatement of Unaudited Quarterly Results

The financial results data,

presented on a quarterly basis for the years ended December 31, 2024 and 2023 are unaudited.

This data has been prepared in accordance

GAAP for interim financial information and, in the opinion of management, reflect all adjustments necessary for a fair statement

of the results of operations for the periods presented.

We have restated herein our

previously issued unaudited quarterly financial results for the quarters ended March 31, 2024 and 2023, June 30, 2024 and 2023 and September

30, 2024 and 2023.

The information has been prepared on the same basis as the consolidated financial statements.

The related adjustments

to the unaudited quarterly financial information resulting from similar adjustments discussed in Note 2 are also presented below.

Note 2 for descriptions of the misstatements in each category of restatements referenced by (a) and (b).

Presented below are the restated

condensed consolidated balance sheets, condensed consolidated statements of operations, consolidated statements of stockholders’

deficit and condensed consolidated statements of cash flows for each of the interim periods within the years ended December 31, 2024

BIOSCIENCES, INC.

BALANCE SHEET

in thousands, except share and per share data)

of Restatement Unaudited Quarterly Results

As Previously Reported

Restatement Amount

Restatement Reference

March 31, 2023

As Previously Reported

Restatement Amount

Restatement Reference

Current assets:

Cash and cash equivalents

Accounts receivable

Other current assets

Total current assets

Property and equipment, net

Other intangible assets, net

Operating lease right of use assets

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued salary and bonus

Other accrued expenses

Note payable at fair value, current

Line of credit - current

Current liabilities of discontinued operations

Total current liabilities

Contingent consideration

Operating lease liabilities, net of current portion

Note payable at fair value

Other long-term liabilities

Total liabilities

Redeemable preferred stock, $ .01 par value;

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

Stockholders’ deficit:

Common stock, $ .01 par value;

100,000,000 shares authorized;

4,390,826 shares issued and 4,311,414 shares outstanding;

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost ( 79,412 shares)

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total liabilities, preferred stock and stockholders’ deficit

accompanying notes are an integral part of these condensed consolidated financial statements

BIOSCIENCES, INC.

STATEMENTS OF OPERATION

in thousands, except for per share data)

As Previously Reported

Restatement Amount

Restatement Reference

For the Three Months Ended March 31, 2023

As Previously Reported

Restatement Amount

Restatement Reference

Cost of revenue

Operating expenses:

Sales and marketing

Research and development

General and administrative

Acquisition related amortization expense

Total operating expenses

Operating income from continuing operations

Interest accretion expense

Note payable interest expense

Other expense, net

Income from continuing operations before tax

Provision for income taxes

Income from continuing operations

Loss from discontinued operations, net of tax

Basic net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per basic share of common stock

Diluted net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per diluted share of common stock

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

accompanying notes are an integral part of these condensed consolidated financial statements

Statements of Stockholders’ Deficit (unaudited)

Balance -March 31, 2023 as reported

$ ( 248,666 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -March 31, 2023 as restated

$ ( 243,522 )

BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

in thousands)

As Previously Reported

Restatement Amount

Restatement Reference

For The Three Months Ended March 31,

As Previously Reported

Restatement Amount

Restatement Reference

Cash Flows From Operating Activities

Adjustments to reconcile net income to net cash

used in operating activities:

Depreciation and amortization

Interest accretion expense

Amortization of deferred financing fees

Stock-based compensation

debt expense reversal

Credit loss expense

Change in fair value of note payable

Amortization on operating lease right of use asset

Other changes in operating assets and liabilities:

Accounts receivable

Other current assets

lease right of use assets

Accounts payable

Accrued salaries and bonus

Other accrued expenses

lease liabilities

Long-term liabilities

Net cash provided by operating activities

Cash Flows From Investing Activity

Proceeds from sale of Interpace Pharma Solutions, net

capital adjustment on sale of Interpace Pharma Solutions

Purchase of property and equipment

Net cash used in investing activities

Cash Flows From Financing Activities

Payments made on note payable

Payments on line of credit

Net cash (used in) provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents from continuing operations– beginning

Cash and cash equivalents from discontinued operations– beginning

Cash and cash equivalents – beginning

Cash and cash equivalents from continuing operations– ending

Cash and cash equivalents from discontinued operations– ending

Cash and cash equivalents – ending

BIOSCIENCES, INC.

BALANCE SHEET

in thousands, except share and per share data)

As Previously Reported

Restatement Amount

Restatement Reference

June 30, 2023

As Previously Reported

Restatement Amount

Restatement Reference

Current assets:

Cash and cash equivalents

Accounts receivable

Other current assets

Total current assets

Property and equipment, net

Other intangible assets, net

Operating lease right of use assets

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued salary and bonus

Other accrued expenses

Line of credit - current

Current liabilities of discontinued operations

Total current liabilities

Contingent consideration

Operating lease liabilities, net of current portion

Note payable at fair value

Other long-term liabilities

Total liabilities

Redeemable preferred stock, $ .01 par value;

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

Stockholders’ deficit:

Common stock, $ .01 par value;

100,000,000 shares authorized;

4,390,826 shares issued and 4,311,414 shares outstanding;

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost ( 79,412 shares)

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total liabilities, preferred stock and stockholders’ deficit

accompanying notes are an integral part of these condensed consolidated financial statements

BIOSCIENCES, INC.

STATEMENTS OF OPERATION

in thousands, except for per share data)

As Previously Reported

Restatement Amount

Restatement Reference

As Previously Reported

Restatement Amount

Restatement Reference

For the Three Months Ended June 30, 2023

For the Six Months Ended June 30, 2023

As Previously Reported

Restatement Amount

Restatement Reference

As Previously Reported

Restatement Amount

Restatement Reference

Cost of revenue

Operating expenses:

Sales and marketing

Research and development

General and administrative

Acquisition related amortization expense

Total operating expenses

Operating income from continuing operations

Interest accretion expense

Note payable interest expense

Other expense, net

Income from continuing operations before tax

Provision for income taxes

Income from continuing operations

Loss from discontinued operations, net of tax

Basic net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per basic share of common stock

Diluted net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per diluted share of common stock

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

accompanying notes are an integral part of these condensed consolidated financial statements

Statements of Stockholders’ Deficit (unaudited)

Treasury Stock

Balance -March 31, 2023 as reported

$ ( 248,666 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -March 31, 2023 as restated

$ ( 243,522 )

Balance -June 30, 2023 as reported

$ ( 248,491 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -June 30, 2023 as restated

$ ( 242,963 )

BIOSCIENCES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

in thousands)

As Previously Reported

Restatement Amount

Restatement Reference

For The Six Months Ended June 30,

As Previously Reported

Restatement Amount

Restatement Reference

Cash Flows From Operating Activities

Adjustments to reconcile net income to net cash

used in operating activities:

Depreciation and amortization

Interest accretion expense

Amortization of deferred financing fees

Stock-based compensation

Change in fair value of note payable

Other changes in operating assets and liabilities:

Accounts receivable

Other current assets

Operating lease right of use assets

Accounts payable

Accrued salaries and bonus

Other accrued expenses

Operating lease liabilities

Long-term liabilities

Net cash provided by operating activities

Cash Flows From Investing Activity

Working capital adjustment on sale of Interpace Pharma Solutions

Purchase of property and equipment

Net cash used in investing activities

Cash Flows From Financing Activities

Payments on line of credit

Net cash used in financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents from continuing operations– beginning

Cash and cash equivalents from discontinued operations– beginning

Cash and cash equivalents – beginning

Cash and cash equivalents from continuing operations– ending

Cash and cash equivalents from discontinued operations– ending

Cash and cash equivalents – ending

BIOSCIENCES, INC.

BALANCE SHEET

in thousands, except share and per share data)

As Previously Reported

Restatement Amount

Restatement Reference

September 30, 2023

As Previously Reported

Restatement Amount

Restatement Reference

Current assets:

Cash and cash equivalents

Accounts receivable

Other current assets

Total current assets

Property and equipment, net

Other intangible assets, net

Operating lease right of use assets

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued salary and bonus

Other accrued expenses

Current liabilities of discontinued operations

Total current liabilities

Operating lease liabilities, net of current portion

Note payable at fair value

Other long-term liabilities

Total liabilities

Redeemable preferred stock, $ .01 par value;

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

Stockholders’ deficit:

Common stock, $ .01 par value;

100,000,000 shares authorized;

4,407,492 shares issued and 4,321,772 shares outstanding;

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost ( 85,720 shares)

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total liabilities, preferred stock and stockholders’ deficit

accompanying notes are an integral part of these condensed consolidated financial statements

BIOSCIENCES, INC.

STATEMENTS OF OPERATION

in thousands, except for per share data)

As Previously Reported

Restatement Amount

Restatement Reference

As Previously Reported

Restatement Amount

Restatement Reference

For the Three Months Ended September 30, 2023

For the Nine Months Ended September 30, 2023

As Previously Reported

Restatement Amount

Restatement Reference

As Previously Reported

Restatement Amount

Restatement Reference

Cost of revenue

Operating expenses:

Sales and marketing

Research and development

General and administrative

Acquisition related amortization expense

Total operating expenses

Operating (loss) income from continuing operations

Interest accretion expense

Note payable interest expense

Other expense, net

Loss (income) from continuing operations before tax

Provision for income taxes

(Loss) income from continuing operations

Loss from discontinued operations, net of tax

Net (loss) income

Basic net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per basic share of common stock

Diluted net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per diluted share of common stock

Weighted average number of common shares and

common share equivalents outstanding:

accompanying notes are an integral part of these condensed consolidated financial statements

Statement of Stockholders’ Deficit (unaudited)

Treasury Stock

Balance -March 31, 2023 as reported

$ ( 248,666 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -March 31, 2023 as restated

$ ( 243,522 )

Balance -June 30, 2023 as reported

$ ( 248,491 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -June 30, 2023 as restated

$ ( 242,963 )

Balance -September 30, 2023 as reported

$ ( 249,105 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -September 30, 2023 as restated

$ ( 243,149 )

BIOSCIENCES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

in thousands)

As Previously Reported

Restatement Amount

Restatement Reference

For The Nine Months Ended September 30,

As Previously Reported

Restatement Amount

Restatement Reference

Cash Flows From Operating Activities

Net (loss) income

Adjustments to reconcile net (loss) income to net cash

used in operating activities:

Depreciation and amortization

Interest accretion expense

Amortization of deferred financing fees

Stock-based compensation

Change in fair value of note payable

Other changes in operating assets and liabilities:

Accounts receivable

Other current assets

Operating lease right of use assets

Accounts payable

Accrued salaries and bonus

Other accrued expenses

Operating lease liabilities

Long-term liabilities

Net cash provided by operating activities

Cash Flows From Investing Activity

Proceeds from sale of Interpace Pharma Solutions, net

Working capital adjustment on sale of Interpace Pharma Solutions

Purchase of property and equipment

Net cash provided by investing activities

Cash Flows From Financing Activities

Payments on line of credit

Net cash used in financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents from continuing operations– beginning

Cash and cash equivalents from discontinued operations– beginning

Cash and cash equivalents – beginning

Cash and cash equivalents from continuing operations– ending

Cash and cash equivalents from discontinued operations– ending

Cash and cash equivalents – ending

BIOSCIENCES, INC.

BALANCE SHEET

in thousands, except share and per share data)

As Previously Reported

Restatement Amount

Restatement Reference

March 31, 2024

As Previously Reported

Restatement Amount

Restatement Reference

Current assets:

Cash and cash equivalents

Accounts receivable

Other current assets

Total current assets

Property and equipment, net

Operating lease right of use assets

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued salary and bonus

Other accrued expenses

Note payable at fair value, current

Current liabilities of discontinued operations

Total current liabilities

Operating lease liabilities, net of current portion

Note payable at fair value

Other long-term liabilities

Total liabilities

Redeemable preferred stock, $ .01 par value;

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

Stockholders’ deficit:

Common stock, $ .01 par value;

100,000,000 shares authorized;

4,487,157 shares issued and 4,376,398 shares outstanding;

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost ( 110,759 shares)

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total liabilities, preferred stock and stockholders’ deficit

accompanying notes are an integral part of these condensed consolidated financial statements

BIOSCIENCES, INC.

STATEMENTS OF OPERATION

in thousands, except for per share data)

As Previously Reported

Restatement Amount

Restatement Reference

For the Three Months Ended March 31, 2024

As Previously Reported

Restatement Amount

Restatement Reference

Cost of revenue

Operating expenses:

Sales and marketing

Research and development

General and administrative

Total operating expenses

Operating income from continuing operations

Interest accretion expense

Note payable interest expense

Other expense, net

Income from continuing operations before tax

Provision for income taxes

Income from continuing operations

Loss from discontinued operations, net of tax

Basic net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per basic share of common stock

Diluted net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per diluted share of common stock

Weighted average number of common shares and

common share equivalents outstanding:

accompanying notes are an integral part of these condensed consolidated financial statements

Statement of Stockholders’ Deficit (unaudited)

Treasury Stock

Balance -March 31, 2024 as reported

$ ( 247,747 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -March 31, 2024 as restated

$ ( 247,507 )

BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

in thousands)

As Previously Reported

Restatement Amount

Restatement Reference

For The Three Months Ended March 31,

As Previously Reported

Restatement Amount

Restatement Reference

Cash Flows From Operating Activities

Adjustments to reconcile net income to net cash

used in operating activities:

Depreciation and amortization

Interest accretion expense

Bad debt expense reversal

Stock-based compensation

Credit loss expense

Change in fair value of note payable

Amortization on operating lease right of use asset

Other changes in operating assets and liabilities:

Accounts receivable

Other current assets

Accounts payable

Accrued salaries and bonus

Other accrued expenses

Operating lease liabilities

Long-term liabilities

Net cash used in operating activities

Cash Flows From Investing Activity

Purchase of property and equipment

Net cash used in investing activities

Cash Flows From Financing Activities

Payments made on note payable

Net cash used in financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents from continuing operations– beginning

Cash and cash equivalents from discontinued operations– beginning

Cash and cash equivalents – beginning

Cash and cash equivalents from continuing operations– ending

Cash and cash equivalents from discontinued operations– ending

Cash and cash equivalents – ending

BIOSCIENCES, INC.

BALANCE SHEET

in thousands, except share and per share data)

As Previously Reported

Restatement Amount

Restatement Reference

June 30, 2024

As Previously Reported

Restatement Amount

Restatement Reference

Current assets:

Cash and cash equivalents

Accounts receivable

Other current assets

Total current assets

Property and equipment, net

Operating lease right of use assets

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued salary and bonus

Other accrued expenses

Note payable at fair value, current

Current liabilities of discontinued operations

Total current liabilities

Operating lease liabilities, net of current portion

Other long-term liabilities

Total liabilities

Redeemable preferred stock, $ .01 par value;

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

Stockholders’ deficit:

Common stock, $ .01 par value;

100,000,000 shares authorized;

4,487,157 shares issued and 4,376,398 shares outstanding;

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost ( 110,759 shares)

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total liabilities, preferred stock and stockholders’ deficit

accompanying notes are an integral part of these condensed consolidated financial statements

BIOSCIENCES, INC.

STATEMENTS OF OPERATION

in thousands, except for per share data)

Previously Reported

For the Three Months Ended June 30, 2024

For the Six Months Ended June 30, 2024

As Previously Reported

Restatement Amount

Restatement Reference

As Previously Reported

Restatement Amount

Restatement Reference

Cost of revenue

Operating expenses:

Sales and marketing

Research and development

General and administrative

Total operating expenses

Operating income from continuing operations

Interest accretion expense

Note payable interest expense

Other expense, net

Income from continuing operations before tax

Provision for income taxes

Income from continuing operations

Loss from discontinued operations, net of tax

Basic net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per basic share of common stock

Diluted net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per diluted share of common stock

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

accompanying notes are an integral part of these condensed consolidated financial statements

Statement of Stockholders’ Deficit (unaudited)

Treasury Stock

Balance -March 31, 2024 as reported

$ ( 247,747 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -March 31, 2024 as restated

$ ( 247,507 )

Balance -June 30, 2024 as reported

$ ( 245,685 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -June 30, 2024 as restated

$ ( 245,310 )

BIOSCIENCES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

in thousands)

Previously Reported

For The Six Months Ended June 30,

As Previously Reported

Restatement Amount

Restatement Reference

Cash Flows From Operating Activities

Adjustments to reconcile net income to net cash

used in operating activities:

Depreciation and amortization

Interest accretion expense

Bad debt expense reversal

Stock-based compensation

Credit loss expense

Change in fair value of note payable

Amortization on operating lease right of use asset

Other changes in operating assets and liabilities:

Accounts receivable

Other current assets

Accounts payable

Accrued salaries and bonus

Other accrued expenses

Operating lease liabilities

Long-term liabilities

Net cash provided by operating activities

Cash Flows From Investing Activity

Purchase of property and equipment

Net cash used in investing activities

Cash Flows From Financing Activities

Payments made on note payable

Net cash used in financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents from continuing operations– beginning

Cash and cash equivalents from discontinued operations– beginning

Cash and cash equivalents – beginning

Cash and cash equivalents from continuing operations– ending

Cash and cash equivalents from discontinued operations– ending

Cash and cash equivalents – ending

accompanying notes are an integral part of these condensed consolidated financial statements

BIOSCIENCES, INC.

BALANCE SHEET

in thousands, except share and per share data)

As Previously Reported

Restatement Amount

Restatement Reference

September 30, 2024

As Previously Reported

Restatement Amount

Restatement Reference

Current assets:

Cash and cash equivalents

Accounts receivable

Other current assets

Total current assets

Property and equipment, net

Operating lease right of use assets

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued salary and bonus

Other accrued expenses

Note payable at fair value, current

Current liabilities of discontinued operations

Total current liabilities

Operating lease liabilities, net of current portion

Other long-term liabilities

Total liabilities

Redeemable preferred stock, $ .01 par value;

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

Stockholders’ deficit:

Common stock, $ .01 par value;

100,000,000 shares authorized;

4,532,991 shares issued and 4,404,795 shares outstanding;

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost ( 128,196 shares)

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total liabilities, preferred stock and stockholders’ deficit

accompanying notes are an integral part of these condensed consolidated financial statements

BIOSCIENCES, INC.

STATEMENTS OF OPERATION

in thousands, except for per share data)

As Previously Reported

Restatement Amount

Restatement Reference

As Previously Reported

Restatement Amount

Restatement Reference

For the Three Months Ended September 30, 2024

For the Nine Months Ended September 30, 2024

As Previously Reported

Restatement Amount

Restatement Reference

As Previously Reported

Restatement Amount

Restatement Reference

Cost of revenue

Operating expenses:

Sales and marketing

Research and development

General and administrative

Total operating expenses

Operating income from continuing operations

Interest accretion expense

Note payable interest expense

Other expense, net

Income from continuing operations before tax

Provision for income taxes

Income from continuing operations

Loss from discontinued operations, net of tax

Basic net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per basic share of common stock

Diluted net income (loss) per share of common stock:

From continuing operations

From discontinued operations

Net income (loss) per diluted share of common stock

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

accompanying notes are an integral part of these condensed consolidated financial statements

Statement of Stockholders’ Deficit (unaudited)

Treasury Stock

Balance -March 31, 2024 as reported

$ ( 247,747 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -March 31, 2024 as restated

$ ( 247,507 )

Balance -June 30, 2024 as reported

$ ( 245,685 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -June 30, 2024 as restated

$ ( 245,310 )

Balance -September 30, 2024 as reported

$ ( 244,405 )

Cumulative adjustments to accumulated deficit in prior years

Cumulative adjustments to net income

Balance -September 30, 2024 as restated

$ ( 244,009 )

BIOSCIENCES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

in thousands)

As Previously Reported

Restatement Amount

Restatement Reference

For The Nine Months Ended September 30,

As Previously Reported

Restatement Amount

Restatement Reference

Cash Flows From Operating Activities

Adjustments to reconcile net income to net cash

used in operating activities:

Depreciation and amortization

Interest accretion expense

Bad debt expense reversal

Credit loss expense

Stock-based compensation

Change in fair value of note payable

Amortization on operating lease right of use asset

Other changes in operating assets and liabilities:

Accounts receivable

Other current assets

Accounts payable

Accrued salaries and bonus

Other accrued expenses

Operating lease liabilities

Long-term liabilities

Net cash provided by (used in) operating activities

Cash Flows From Investing Activity

Purchase of property and equipment

Net cash provided by investing activities

Cash Flows From Financing Activities

Payments made on note payable

Net cash used in financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents from continuing operations– beginning

Cash and cash equivalents from discontinued operations– beginning

Cash and cash equivalents – beginning

Cash and cash equivalents from continuing operations– ending

Cash and cash equivalents from discontinued operations– ending

Cash and cash equivalents – ending

accompanying notes are an integral part of these condensed consolidated financial statements

Preferred Shares

On January 20, 2026, the Company announced

that all shares of Series C Preferred Stock have been converted into common stock, resulting in the issuance of approximately 23,267,327

shares of Interpace common stock (calculated as $ 1,000 stated value per preferred share divided by the $ 2.02 conversion price).

Of this amount, 1315 Capital owns approximately

9,405,941 shares of common stock, or approximately 34 % of Interpace’s outstanding common stock, and Ampersand owns 13,861,386 shares

of common stock, or approximately 50 % of Interpace’s outstanding common stock, in both cases subject to change in connection with

subsequent issuance activity and public float changes.

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