INTERPACE BIOSCIENCES, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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, 2025. 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 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. 63 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 Reporting 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. The Company 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. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 64 PART III ITEM 10. 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. ITEM 11. 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. ITEM 12. 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. ITEM 13. 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. ITEM 14. 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. 65 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements – See Index to Financial Statements on page F-1 of this Form 10-K. (2) 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. (3) Exhibits Exhibit No. Description 2.1 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. 2.2 Asset Purchase Agreement, dated August 31, 2022 by and among Interpace Biosciences, Inc., Interpace Pharma Solutions, Inc. and Flagship Biosciences, Inc., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2022. 3.1 Conformed version of Certificate of Incorporation of Interpace Biosciences, Inc., as amended most recently by the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, effective October 11, 2024, incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2024. 3.2 Amended and Restated Bylaws of Interpace Biosciences, Inc., incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2019. 4.1 Description of Securities, incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2021. 4.2 Specimen Certificate Representing the Common Stock, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-3 (File No. 333-227728), filed with the SEC on October 5, 2018. 10.1* Amended and Restated 2004 Stock Award and Incentive Plan, incorporated by reference to Annex A of the Company’s definitive proxy statement, filed with the SEC on August 14, 2017. 10.2* Form of Restricted Stock Unit Agreement for Employees, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018. 66 Exhibit No. Description 10.3* Form of Restricted Stock Unit Agreement for Directors, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018. 10.4* Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018. 10.5* Form of Incentive Stock Option Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018. 10.6* Interpace Diagnostics Group, Inc. 2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.1 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019. 10.7* Amendment to the Interpace Biosciences, Inc. 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10.8 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on June 26, 2020. 10.8* Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.3 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019. 10.9* Form of Interpace Biosciences, Inc. 2019 Equity Incentive Plan Restricted Stock Unit And Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.9 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on June 26, 2020. 10.10* Form of Stock Option Grant Notice and Stock Option Agreement under the 2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.4 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019. 10.11* Interpace Diagnostics Group, Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.2 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019. 10.12* Incentive Stock Option Agreement between Interpace Diagnostics Group, Inc. and Jack E. Stover, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 20, 2016. 10.13* Employment Agreement, dated November 23, 2020, between Thomas W. Burnell and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 25, 2020. 10.14* Employment Agreement, dated July 24, 2023, between Christopher McCarthy and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 2, 2023. 10.15* Form of Indemnification Agreement by and between Interpace Diagnostics Group, Inc. and its directors and executive officers, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2016. 10.16* Form of Indemnification Agreement by and between Interpace Biosciences, Inc. and Indemnitee, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on January 17, 2020. 10.17* Agreement, dated January 21, 2022, between Dr. Vijay Aggarwal and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 27, 2022. 10.18 License Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 10.31 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014. 67 Exhibit No. Description 10.19 CPRIT License Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 10.32 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014. 10.20 Supply Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014. 10.21 Guaranty, dated August 13, 2014 by the Company in favor of Asuragen, Inc., incorporated by reference to Exhibit 10.34 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014. 10.22 Lease Agreement, dated March 31, 2017, by and between Saddle Lane Realty, LLC and the Company, incorporated by reference to Exhibit 10.53 of the Company’s Registration Statement on Form S-1 (333-218140), as amended on June 13, 2017. 10.23 First Amendment, dated September 26, 2017, by and between Saddle Lane Realty, LLC and Interpace Diagnostics Corporation, incorporated by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time. 10.24 Amendment No. 2 to Lease, dated March 15, 2018, between Saddle Lane Realty, LLC and Interpace Diagnostics Corporation, incorporated by reference to Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 23, 2018. 10.25 Fourth Lease Amendment (the “Amendment”) by and between Interpace Biosciences, Inc. and Saddle Lane Realty, LLC, dated as of October 31, 2022, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022. 68 Exhibit No. Description 10.26 Loan and Security Agreement by and between BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated October 29, 2021, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2021. 10.27 Second Amendment to Loan and Security Agreement by and between BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated October 24, 2023, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2023. 10.28* Amendment to the Interpace Biosciences, Inc. 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 15, 2022. 10.29* Amendment to the Interpace Biosciences, Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 15, 2022. 10.30 Third Amendment to Loan and Security Agreement by and between BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated March 29, 2024, incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024. 10.31 Series C Preferred Stock Exchange Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2024. 10.32 Amended and Restated Investor Rights Agreement, dated as of October 10, 2024, by and among Interpace Biosciences, Inc., 1315 Capital II, L.P. and Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2024. 10.33 Termination of Support Agreement, dated October 14, 2024, by and between 1315 Capital II, L.P. and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2024. 10.34 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. 19.1 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. 21.1 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. 23.1 Consent of EisnerAmper, LLP, filed herewith. 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. 101 INS Inline XBRL Instance Document 101 SCH Inline XBRL Taxonomy Extension Schema Document 101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101 DEF Inline XBRL Taxonomy Extension ‌Definition Linkbase Document 101 LAB Inline XBRL Taxonomy Extension ‌Label Linkbase Document 101 PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) * Denotes compensatory plan, compensation arrangement or management contract. ITEM 16. Form 10-K Summary The Company has opted to not provide a summary. 69 SIGNATURES 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. Date: March 30, 2026 /s/ Thomas W. Burnell Thomas W. Burnell 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. Name Title Date /s/ Thomas W. Burnell President, Chief Executive Officer and Director March 30, 2026 Thomas W. Burnell (Principal Executive Officer) /s/ Christopher McCarthy Chief Financial Officer March 30, 2026 Christopher McCarthy (Principal Financial and Accounting Officer) /s/ Stephen J. Sullivan Director March 30, 2026 Stephen J. Sullivan /s/ Joseph Keegan Director March 30, 2026 Joseph Keegan /s/ Vijay Aggarwal Director March 30, 2026 Vijay Aggarwal /s/ Fortunato Ron Rocca Director March 30, 2026 Fortunato Ron Rocca 70 Interpace Biosciences, Inc. Index to Consolidated Financial Statements and Financial Statement Schedules Page Report of Independent Registered Public Accounting Firm (EisnerAmper LLP; Philadelphia, PA; PCAOB ID # 274 ) F-2 Consolidated Financial Statements Consolidated Balance Sheets at December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Interpace Biosciences, Inc. 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, 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 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. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F- 2 Variable Consideration in Revenue As described in Note 1 to the consolidated financial statements, the Company’s clinical services derive revenue from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Revenue is recognized based on the estimated transaction price or net realizable value, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. We identified the estimation of the variable consideration as a critical audit matter due to the significant judgement and estimation required by management in their assessment. This led to a high degree of auditor subjectivity and significant audit effort was required in performing our procedures and evaluating audit evidence relating to estimates and assumptions made by management. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our procedures included, among other things, (i) obtaining an understanding of management’s process and evaluating the design of controls related to revenue recognition; (ii) assessing the reasonableness of management’s estimates of variable consideration utilizing the expected value method based on its historical experience; (iii) comparing the Company’s estimates of variable consideration to the history of cash ultimately received from its payors; and (iv) testing the historical accuracy of cash collections used in the Company’s assumptions relating to variable consideration. /s/ EisnerAmper LLP We have served as the Company’s auditor since 2022. EISNERAMPER LLP Philadelphia, Pennsylvania March 30, 2026 F- 3 INTERPACE BIOSCIENCES, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 2,505 $ 1,461 Accounts receivable 5,649 8,544 Other current assets 1,746 1,768 Total current assets 9,900 11,773 Property and equipment, net 1,423 1,361 Operating lease right of use assets 1,217 1,613 Deferred tax asset 21,254 - Other long-term assets 44 45 Total assets $ 33,838 $ 14,792 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 983 $ 1,659 Accrued salary and bonus 1,886 2,207 Other accrued expenses 1,574 1,799 Note payable at fair value, current - 4,290 Current liabilities of discontinued operations 660 660 Total current liabilities 5,103 10,615 Operating lease liabilities, net of current portion 752 1,183 Other long-term liabilities 5,620 5,211 Total liabilities 11,475 17,009 Commitments and contingencies (Note 10) - - Stockholders’ deficit: Redeemable preferred stock, $ .01 par value; 5,000,000 shares authorized, 47,000 shares Series C issued and outstanding, respectively - - Common stock, $ .01 par value; 100,000,000 shares authorized; 4,569,333 and 4,539,663 shares issued, respectively; 4,428,539 and 4,409,323 shares outstanding, respectively 407 406 Additional paid-in capital 234,833 234,811 Accumulated deficit ( 210,805 ) ( 235,380 ) Treasury stock, at cost ( 140,794 and 130,340 shares, respectively) ( 2,072 ) ( 2,054 ) Total stockholders’ equity (deficit) 22,363 ( 2,217 ) Total liabilities and stockholders’ equity (deficit) $ 33,838 $ 14,792 The accompanying notes are an integral part of these consolidated financial statements F- 4 INTERPACE BIOSCIENCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for per share data) 2025 2024 For The Years Ended December 31, 2025 2024 Revenue, net $ 38,728 $ 46,926 Cost of revenue 14,598 17,001 Gross profit 24,130 29,925 Operating expenses: Sales and marketing 9,924 11,655 Research and development 642 676 General and administrative 9,480 9,486 Total operating expenses 20,046 21,817 Operating income from continuing operations 4,084 8,108 Interest accretion expense - ( 34 ) Note payable interest expense ( 168 ) ( 625 ) Other expense, net ( 142 ) ( 499 ) Income from continuing operations before tax 3,774 6,950 (Benefit) provision for income taxes ( 21,210 ) 4 Income from continuing operations 24,984 6,946 Loss from discontinued operations, net of tax ( 409 ) ( 244 ) Net income 24,575 6,702 Less adjustment for preferred stock deemed dividend - ( 464 ) Net income attributable to common stockholders $ 24,575 $ 6,238 Basic net income (loss) per share of common stock: From continuing operations $ 5.65 $ 1.48 From discontinued operations ( 0.09 ) ( 0.06 ) Net income (loss) per basic share of common stock $ 5.55 $ 1.42 Diluted net income (loss) per share of common stock: From continuing operations $ 0.90 $ 0.41 From discontinued operations ( 0.01 ) ( 0.02 ) Net income (loss) per diluted share of common stock $ 0.89 $ 0.40 Weighted average number of common shares and common share equivalents outstanding: Basic 4,424 4,387 Diluted 27,695 15,734 The accompanying notes are an integral part of these consolidated financial statements F- 5 INTERPACE BIOSCIENCES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands) Shares Amount Shares Amount Shares Amount Capital Deficit Total Additional Preferred Stock Common Stock Treasury Stock Paid in Accumulated Shares Amount Shares Amount Shares Amount Capital Deficit Total Balance -December 31, 2023 - $ - 4,447,489 $ 405 96,044 $ ( 2,008 ) $ 188,146 $ ( 242,082 ) $ ( 55,539 ) Issuance of common stock - - 92,174 1 - - ( 1 ) - - Issuance of Series C preferred stock, net of issuance costs 47,000 - - - - - 46,375 - 46,375 Treasury stock purchased - - - - 34,296 ( 46 ) - - ( 46 ) Stock-based compensation expense - - - - - - 291 - 291 Net income - - - - - - - 6,702 6,702 Balance -December 31, 2024 47,000 $ - 4,539,663 $ 406 130,340 $ ( 2,054 ) $ 234,811 $ ( 235,380 ) $ ( 2,217 ) Balance 47,000 $ - 4,539,663 $ 406 130,340 $ ( 2,054 ) $ 234,811 $ ( 235,380 ) $ ( 2,217 ) Issuance of common stock - - 29,670 1 - - - - 1 Series C issuance costs - - - - - - ( 13 ) - ( 13 ) Treasury stock purchased - - - - 10,454 ( 18 ) - - ( 18 ) Stock-based compensation expense - - - - - - 35 - 35 Net income - - - - - - - 24,575 24,575 Balance -December 31, 2025 47,000 - 4,569,333 $ 407 140,794 $ ( 2,072 ) $ 234,833 $ ( 210,805 ) $ 22,363 Balance 47,000 - 4,569,333 $ 407 140,794 $ ( 2,072 ) $ 234,833 $ ( 210,805 ) $ 22,363 The accompanying notes are an integral part of these consolidated financial statements F- 6 INTERPACE BIOSCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) 2025 2024 For The Years Ended December 31, 2025 2024 Cash Flows From Operating Activities Net income $ 24,575 $ 6,702 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 425 300 Interest accretion expense - 34 Asset impairment - lab supplies 198 - Amortization of deferred financing fees 58 - Stock-based compensation 35 291 Amortization on operating lease right of use asset 396 448 Deferred taxes ( 21,254 ) - Change in fair value of note payable 110 547 Other changes in operating assets and liabilities: Accounts receivable 2,895 ( 3,466 ) Other current assets ( 234 ) 73 Other long-term assets 1 - Accounts payable ( 807 ) 120 Accrued salaries and bonus ( 321 ) 238 Accrued liabilities ( 273 ) ( 404 ) Operating lease liabilities ( 382 ) ( 480 ) Long-term liabilities 409 243 Net cash provided by operating activities 5,831 4,646 Cash Flows From Investing Activity Purchase of property and equipment ( 356 ) ( 876 ) Net cash used in investing activities ( 356 ) ( 876 ) Cash Flows From Financing Activities Payments made on note payable ( 4,400 ) ( 5,600 ) Series C conversion costs ( 13 ) ( 161 ) Cash paid for repurchase of restricted shares ( 18 ) ( 46 ) Net cash used in financing activities ( 4,431 ) ( 5,807 ) Net increase (decrease) in cash and cash equivalents 1,044 ( 2,037 ) Cash and cash equivalents – beginning $ 1,461 $ 3,498 Cash and cash equivalents – ending $ 2,505 $ 1,461 The accompanying notes are an integral part of these consolidated financial statements F- 7 1. Nature of Business and Significant Accounting Policies Nature of Business Interpace Biosciences, Inc. (“Interpace” or the “Company”) is a company that provides esoteric molecular diagnostic testing and pathology services to aid physicians in their evaluation of cancer risk in patients with indeterminate biopsies and a perceived high risk of cancer from clinical features. We develop and commercialize genomic tests and related first-line assays that can personalize medicine to help improve patient diagnosis and management. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of Interpace Biosciences, Inc. fka Interpace Diagnostics Group, Inc., Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC. 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. 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. Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for valuation allowances related to deferred income taxes, 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 Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. Accounts Receivable, Net The Company’s accounts receivables represent unconditional rights to consideration and are generated using its proprietary tests. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. 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 Other current assets consisted of the following as of December 31, 2025 and 2024: Schedule of Other Current Assets December 31, 2025 December 31, 2024 Lab supplies $ 1,114 $ 1,211 Prepaid expenses 632 535 Other - 22 Total other current assets $ 1,746 $ 1,768 F- 8 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 5 to twelve years for furniture and fixtures; two 2 to five years for office and computer equipment; two 2 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 1 to five years . Repairs and maintenance are charged to expense as incurred. Upon disposition, the asset and related accumulated depreciation and amortization are removed from the related accounts and any gains or losses are reflected in operations. Software Costs Internal-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three 3 to seven years . Software costs that do not meet capitalization criteria are expensed immediately. See Note 6, Property and Equipment , for further information. Contingencies In the normal course of business, the Company is subject to various contingencies. Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with 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 We derive our revenues from the performance of proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Under Accounting Standards Codification 606, revenue is recognized based on the estimated transaction price or net realizable value, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. 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 (“NRVs”) and related contractual allowances accordingly. 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. F- 9 Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers in our clinical services are typically thirty days. Commercial third-party-payers are required to respond to a claim within a time period established by their respective state regulations, generally between thirty to sixty days. However, payment for commercial third-party claims may be subject to a denial and appeal process, which could take up to two years in some instances where multiple appeals are submitted. The Company generally appeals all denials from commercial third-party payers. We bill Medicare directly for tests performed for Medicare patients and must accept Medicare’s fee schedule for the covered tests as payment in full. Cost of revenue 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 the largest portion of cost of services, include all labor related costs, such as salaries, bonuses, fringe benefits and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, and facility expenses. Stock-Based Compensation The compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award. The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period. The Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions made regarding a number of complex and subjective variables. These assumptions include: expected stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors; 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. See Note 13, Stock-Based Compensation, for further information. Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7, Leases . Income 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 on income tax are recognized as a component of income tax expense. The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax basis and financial reporting basis of the Company’s assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. F- 10 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 in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods, if generated. The realization of these assets is dependent on generating future taxable income. 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 and are included in the computation of earnings per share pursuant to the two-class method. 2. Recent Accounting Standards Accounting Pronouncements Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): 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. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. 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. F- 11 3. Liquidity 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. 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 has been negatively impacted by Local Coverage Determination (“LCD”) L39365, which was finalized on April 24, 2025 by our local Medicare Administrative Contractor, Novitas. 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. 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 Plan. 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 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 million. 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 million. As of March 20, 2026, the Company had approximately $ 2.4 million of cash and cash equivalents. The Company intends to meet its ongoing capital needs by using its available cash, as well as through targeted margin improvement; collection of accounts receivable; containment of costs; and the potential use of other financing options and other strategic alternatives. The Company continues to explore various strategic alternatives, dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources in order to provide additional liquidity. With the delisting of its common stock, 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 to it. The Company intends to seek an uplisting of its common stock to Nasdaq, but no assurances can be given that a Nasdaq listing will be achieved. 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. F- 12 4. Discontinued Operations Liabilities classified as discontinued operations as of both December 31, 2025 and December 31, 2024 consists of accrued expenses which are liabilities related to the former Commercial Services business unit. The table below presents the significant 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. Schedule of Components of Assets and Liabilities and Revenue Classified as Discontinued 2025 2024 For The Years Ended December 31, 2025 2024 Income tax expense $ 409 $ 244 Loss from discontinued operations, net of tax $ ( 409 ) $ ( 244 ) 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. 5. 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 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. 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: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: 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. Level 3: 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. F- 13 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 in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. Schedule of Financial Instrument Measured on Recurring Basis As of December 31, 2024 Fair Value Measurements Carrying Fair As of December 31, 2024 Amount Value Level 1 Level 2 Level 3 Liabilities: Note payable: Term Loan $ 4,400 $ 4,290 $ - $ - $ 4,290 $ 4,400 $ 4,290 $ - $ - $ 4,290 The Company records the Term Loan at fair value. The fair value of the loan is determined by a probability-weighted approach regarding the loan’s change in control feature. See Note 12, Notes Payable, for more details. 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. Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation Adjustment to Fair Value/ December 31, Accretion/Interest Mark to December 31, 2024 Payments Accrued Market 2025 Term Loan 4,290 ( 4,400 ) - 110 - $ 4,290 $ ( 4,400 ) $ - $ 110 $ - F- 14 6. Property and Equipment Property and equipment consisted of the following as of December 31, 2025 and 2024: Schedule of Property and Equipment 2025 2024 December 31, 2025 2024 Furniture and fixtures $ 83 $ 83 Lab and office equipment 3,613 3,126 Computer equipment 261 261 Internal-use software 253 253 Leasehold improvements 483 483 Property and equipment 4,693 4,206 Less accumulated depreciation and amortization ( 3,270 ) ( 2,845 ) Net property and equipment $ 1,423 $ 1,361 Depreciation and amortization expense from continuing operations was approximately $ 0.4 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively. 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. 7. Leases The Company leases facilities and certain 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 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 assets and liabilities recorded in the Consolidated Balance Sheets: Schedule of Lease related Assets and Liabilities Classification on the Balance Sheet December 31, 2025 December 31, 2024 Assets Operating lease assets Operating lease right of use assets 1,217 1,613 Total lease assets $ 1,217 $ 1,613 Liabilities Current Operating lease liabilities Other accrued expenses 431 383 Total current lease liabilities Other accrued expenses $ 431 $ 383 Noncurrent Operating lease liabilities Operating lease liabilities, net of current portion 752 1,183 Total long-term lease liabilities 752 1,183 Total lease liabilities $ 1,183 $ 1,566 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 operating lease expenses are recorded within “Cost of revenue” and “General and administrative expenses.” F- 15 The table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Consolidated Balance Sheet as of December 31, 2025: Schedule of Maturities of Operating Lease Liabilities Operating Leases 2026 550 2027 550 2028 275 Total minimum lease payments 1,375 Less: amount of lease payments representing effects of discounting 192 Present value of future minimum lease payments 1,183 Less: current obligations under leases 431 Long-term lease obligations $ 752 8. Retirement Plans The Company offers an employee 401(k) saving plan. Under the Interpace Biosciences, Inc. 401(k) Plan, employees may contribute up to 50 % of their pre- or post-tax base compensation. The Company currently offers a safe harbor matching contribution equal to 100 % of the first 3 % of the participant’s contributed base salary plus 50 % of the participant’s base salary contributed exceeding 3 % but not more than 5 %. Participants are not allowed to invest any of their 401(k) funds in the Company’s common stock. The Company’s total contribution expense from continuing operations related to the 401(k) plan for the years ended December 31, 2025 and December 31, 2024 was approximately $ 0.3 million in both periods. 9. Accrued Expenses and Other Long-Term Liabilities Other accrued expenses consisted of the following as of December 31, 2025 and 2024: Schedule of Other Accrued Expenses December 31, 2025 December 31, 2024 Operating lease liability $ 431 $ 383 Accrued sales and marketing 32 22 Accrued lab costs 50 173 Accrued professional fees 390 458 Taxes payable 296 262 Unclaimed property 35 35 All others 340 466 Total other accrued expenses $ 1,574 $ 1,799 Other long-term liabilities consisted of uncertain tax positions as of December 31, 2025 and 2024. 10. Commitments and Contingencies Litigation 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. F- 16 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; if the indemnity, although applicable, is not performed in accordance with its terms; or if the Company’s liability exceeds the amount of applicable insurance or indemnity. 11. Preferred Stock Redeemable 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. Voting On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series 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. F- 17 Director Designation Rights The Series C Preferred Stock does not have director designation rights. Conversion The Certificate of Designation provides that from and after the issuance date and subject to the terms of the Certificate of Designation, each share of Series C Preferred Stock is convertible, at any time and from time to time, at the option of the holder into a number of shares of Common Stock equal to the product of the Series C Conversion Ratio (the “Series C Conversion Ratio”) and the number of shares of Series C Preferred Stock to be converted. 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 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 Immediately prior to the Company’s listing of Common Stock on The Nasdaq Stock Market, all outstanding shares of Series C Preferred Stock shall automatically convert into a number of shares of Common Stock equal to the product of the Series C Conversion Ratio and the number of shares of Series C Preferred Stock owned by each holder. Liquidation Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series C Preferred Stock then outstanding will be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders on a pari passu basis with the holders of the Common Stock of the Company. 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. 12. 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 . 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 former $ 7,500,000 revolving credit facility with Comerica Bank. 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. F- 18 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 that are not eligible for the fair value option. The Note is not convertible and does not have any component recorded to stockholders’ deficit. Accordingly, the Company elected the fair value option for the Note. In May 2022, the Company issued a convertible note to BroadOak, pursuant to which BroadOak funded a term loan in the aggregate principal amount of $ 2.0 million, which was converted into a subordinated term loan and was added to the outstanding balance of the Term Loan. On October 24, 2023, the Company entered into a Second Amendment to Loan and Security Agreement (the “Second Amendment”) with BroadOak. The primary changes to the 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). 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. Since the Term Loan is carried at fair value under the fair value option, the Second 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 fourth quarter 2023 fair value calculation. On March 29, 2024, the Company entered into a Third Amendment to Loan and Security Agreement with BroadOak (the “Third Amendment”). The primary changes to the Second Amendment were as follows: ● 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. 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. F- 19 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 . 13. 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. 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. Historically, stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10 years from the date they are granted, and generally vested over a one to three-year period for employees and members of the Board. Upon exercise, new shares will be issued by the Company. The restricted shares and restricted stock units (“RSUs”) granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and RSUs granted to Board members generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. 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 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 time. The Company bases the risk-free interest rate on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. The Company 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 pool. 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. The estimated compensation cost associated with the granting of restricted stock and restricted stock units is based on the fair value of the Company’s common stock on the date of grant. The Company recognizes the compensation cost, net of estimated forfeitures, arising from the issuance of restricted stock and restricted stock units on a straight-line basis over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. There were no stock options granted in 2025 or 2024. There were no options exercised in 2025 or 2024. F- 20 Stock-based compensation from continuing operations for the years ended December 31, 2025 and 2024 is as follows: Schedule of Stock-based Compensation From Continuing Operation 2025 2024 RSUs and restricted stock $ 28 $ 199 Options 7 92 Total stock-based compensation expense $ 35 $ 291 A summary of stock option activity for the year ended December 31, 2025, and changes during such year, is presented below: Schedule of Stock Option Activity Weighted- Weighted-Average Average Remaining Aggregate Grant Contractual Intrinsic Shares Price Period (in years) Value Outstanding at January 1, 2025 276,824 $ 7.18 5.49 $ - Granted - - - - Forfeited or expired ( 30,600 ) 6.27 - - Outstanding at December 31, 2025 246,224 7.30 4.39 - Exercisable at December 31, 2025 246,224 7.30 4.39 - Vested and expected to vest 246,224 7.30 4.39 - A summary of the change in of the Company’s non-vested options for the year ended December 31, 2025 is presented below: Schedule of Non Vested Option Activity Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2025 12,340 $ 4.50 Granted - - Vested ( 12,340 ) 4.50 Forfeited - - Nonvested at December 31, 2025 - $ - 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 . F- 21 A summary of the Company’s non-vested shares of restricted stock and restricted stock units for the year ended December 31, 2025, and changes during such year, is presented below: Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity Weighted- Average Average Remaining Aggregate Grant Date Vesting Intrinsic Shares Fair Value Period (in years) Value Nonvested at January 1, 2025 204,670 $ 1.66 0.79 $ 552,609 Granted - - - - Vested ( 29,670 ) 2.96 - - Forfeited ( 25,002 ) 1.38 - - Nonvested at December 31, 2025 149,998 $ 1.45 0.64 $ 184,498 The aggregate fair value of restricted 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, 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 . 14. Segments 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 in their evaluation of cancer risk in patients with indeterminate biopsies and a perceived high risk of cancer from clinical features. We develop and commercialize genomic tests and related first-line assays that can personalize medicine to help improve patient diagnosis and management. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income that is also reported on the consolidated statements of operations. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing resource allocation across the organization. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. All the Company’s long-lived assets are located in the United States. The accounting policies of the segment are the same as those described in Note 1, Nature of Business and Significant Accounting Policies included in this Annual Report on Form 10-K. F- 22 The following table presents reportable segment profit and loss, including significant expense categories, attributable to the Company’s reportable segment for the periods presented: Schedule of Reportable Segment Profit and Loss, Including Significant Expense Categories 2025 2024 For The Years Ended December 31, 2025 2024 Revenue, net: $ 38,728 $ 46,926 Less: Cost of revenue: Fixed 6,810 6,790 Variable 7,788 10,211 Sales and marketing 9,924 11,655 Research and development 642 676 General and administrative 9,480 9,486 Interest & other expense, net 310 1,158 (Benefit) provision for income taxes ( 21,210 ) 4 Segment net income 24,984 6,946 Reconciliation of profit or loss: Loss on discontinued operations ( 409 ) ( 244 ) Consolidated net income $ 24,575 $ 6,702 Adjusted EBITDA, a non-GAAP financial measure, is a metric used by the CODM to measure cash flow of the ongoing business. Adjusted EBITDA is defined as income or 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) ($ in thousands) Schedule of Reconciliation of Adjusted EBITDA 2025 2024 Years Ended December 31, 2025 2024 Income from continuing operations (GAAP Basis) $ 24,984 $ 6,946 Depreciation and amortization 425 300 Stock-based compensation 35 291 Severance & related expense 692 - Asset impairment - lab supplies 198 - Tax (benefit) expense ( 21,210 ) 4 Interest accretion expense - 34 Note payable interest 168 625 Other expense/income, net 32 ( 48 ) Change in fair value of note payable 110 547 Adjusted EBITDA $ 5,434 $ 8,699 F- 23 15. Revenue Sources The Company’s clinical services customers consist primarily of physicians, hospitals and clinics. Its revenue channels include Medicare, Medicare Advantage, Medicaid, Client Billings (hospitals, etc.), and commercial payers. The following sets forth the net revenue generated by revenue channel accounting 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, 2025 and December 31, 2024, revenue from Medicare was approximately 27 % and 36 % of total revenue, respectively. Schedule of Revenue by Major Customers Years Ended December 31, Customer 2025 2024 Medicare $ 10,371 $ 17,008 Commercial Payors $ 10,550 $ 10,782 Client Billings $ 13,126 $ 10,951 Medicare Advantage $ 4,447 $ 7,556 16. Income Taxes The (benefit) provision for income taxes on continuing operations for the years ended December 31, 2025 and 2024 is comprised of the following: Schedule of Components of Income Tax Expense (Benefit) 2025 2024 Current: Federal $ - $ - State 44 4 Total current 44 4 Deferred: Federal ( 17,780 ) - State ( 3,474 ) - Total deferred ( 21,254 ) - (Benefit) provision for income taxes $ ( 21,210 ) $ 4 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. 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: Schedule of Deferred Tax Assets and Liabilities 2025 2024 Deferred tax assets: Federal net operating loss carryforwards $ 21,585 $ 24,148 State net operating loss carryforwards 4,825 3,288 Compensation 419 2,034 Allowances and reserves 328 474 Intangible assets 2,846 2,624 State taxes 1,216 1,094 Credit carryforward 1 1 163(j) interest - 1,130 Deferred revenue 92 92 Lease liability 293 389 Capitalized 174 - 350 Valuation allowance ( 9,772 ) ( 35,067 ) Gross deferred tax assets 21,833 557 Deferred tax liability: Property and equipment ( 278 ) ( 156 ) ROU asset ( 301 ) ( 401 ) Deferred tax asset, net $ 21,254 $ - F- 24 The Company’s deferred tax 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 $ 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 million of state net operating losses carryforwards after adjusting for the impact of the Section 382 ownership change. Current state net operating losses not utilized begin to expire this year. In 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 basis. 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: Schedule of Provisions for Income Taxes And Statutory Federal Tax Rate Description Amount Tax 2025 Continuing Operations Description Amount Tax Federal income tax at statutory rate $ 784 21.0 % State income tax rate, net of Federal tax benefit (1) ( 3,440 ) - 92.2 % Nontaxable or nondeductible items 27 0.7 % Changes in valuation allowance ( 18,581 ) - 497.7 % Effective income tax rate $ ( 21,210 ) - 568.2 % (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. A 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: 2024 Federal statutory rate 21.0 % State income tax rate, net of Federal tax benefit 3.0 % Meals and entertainment 0.5 % Nontaxable or nondeductible items, meals and entertainment 0.5 % Valuation allowance ( 24.5 )% Effective tax rate 0.0 % F- 25 The Company recognized interest and penalties of $ 0.4 million, and there was no release related to uncertain tax positions in income tax expense during the year ended December 31, 2025. 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. At December 31, 2025 and 2024, accrued interest and penalties, net were $ 4.5 million and $ 4.2 million, respectively, and are included in the Other long-term liabilities in the consolidated balance sheets. The Company and its subsidiaries file a U.S. Federal consolidated income tax return and consolidated and separate income tax returns in numerous states and local tax jurisdictions. The following tax years remain subject to examination as of December 31, 2025: Schedule of Tax Years Subject to Examination Jurisdiction Tax Years Federal 2021 – 2025 State and Local 2020 – 2025 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, 2025. Income taxes paid, net of refunds, are shown in the following table: Schedule of Income Taxes Paid, Net of Refunds Income Taxes Paid 2025 Federal $ 75 * State: Texas 8 Connecticut 7 Other 11 Total State 26 Total $ 101 * Estimated payment made 17. Basic and Diluted Net Income per Share A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2025 and 2024 are as follows (rounded to thousands): Schedule of Basic and Diluted Net Loss Per Share 2025 2024 Years Ended December 31, 2025 2024 Basic weighted average number of common shares 4,424 4,387 Potential dilutive effect of stock-based awards 4 35 Dilutive effect of preferred stock 23,267 11,312 Diluted weighted average number of common shares 27,695 15,734 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): Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2025 2024 Years Ended December 31, 2025 2024 Options 246 277 Restricted stock units (RSUs) 150 169 Anti-dilutive securities 396 446 F- 26 18. 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. 19. Supplemental Cash Flow Information Supplemental Disclosure of Other Cash Flow Information (in thousands) Years Ended December 31, 2025 2024 Cash paid for income taxes $ 101 $ 12 Cash paid for interest $ 168 $ 625 Supplemental Disclosures of Non Cash Activities (in thousands) 2025 2024 December 31, 2025 2024 Purchase of property and equipment included in accounts payable $ 131 $ - Lease remeasurement - 177 Conversion of preferred shares from Series B to Series C - 46,375 20. Subsequent Events 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. F- 27