UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2026
OR
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________ to _______________
Commission
File Number: 000-24249
Interpace Biosciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware
22-2919486
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
Waterview Plaza , Suite 310 , 2001 Route 46 , Parsippany , NJ 07054
(Address of principal executive offices and zip code)
(855) 776-6419
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
None
N/A
N/A
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller
reporting company ☒
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
Shares
Outstanding May 1, 2026
Common
Stock, par value $ 0.01 per share
27,700,904
INTERPACE
BIOSCIENCES, INC.
FORM
10-Q FOR PERIOD ENDED MARCH 31, 2026
TABLE
OF CONTENTS
Page
No.
PART I - FINANCIAL INFORMATION
Item
1.
Unaudited
Interim Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at March 31, 2026 (unaudited) and December 31, 2025
3
Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2026 and 2025 (unaudited)
4
Condensed Consolidated Statements of Stockholders’ Equity for the three-month periods ended March 31, 2026 and 2025 (unaudited)
5
Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2026 and 2025 (unaudited)
6
Notes to Unaudited Condensed Consolidated Financial Statements
7
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
21
Item
4.
Controls and Procedures
22
PART II - OTHER INFORMATION
Item
1.
Legal Proceedings
22
Item
1A.
Risk Factors
22
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
22
Item
3.
Defaults Upon Senior Securities
22
Item
4.
Mine Safety Disclosures
22
Item
5.
Other Information
22
Item
6.
Exhibits
23
Signatures
24
2
PART
I. FINANCIAL INFORMATION
INTERPACE
BIOSCIENCES, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
thousands, except share and per share data)
March 31,
December 31,
2026
2025
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$ 2,647
$ 2,505
Accounts receivable
5,925
5,649
Other current assets
1,391
1,746
Total current assets
9,963
9,900
Property and equipment, net
1,315
1,423
Operating lease right of use assets
1,110
1,217
Deferred tax asset
20,977
21,254
Other long-term assets
44
44
Total assets
$ 33,409
$ 33,838
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 805
$ 983
Accrued salary and bonus
714
1,886
Other accrued expenses
1,783
1,574
Current liabilities of discontinued operations
660
660
Total current liabilities
3,962
5,103
Operating lease liabilities, net of current portion
635
752
Other long-term liabilities
5,730
5,620
Total liabilities
10,327
11,475
Commitments and contingencies (Note 7)
-
-
Stockholders’ equity:
Redeemable preferred stock, $ .01 par value; 5,000,000 shares authorized, 0 and 47,000 shares Series C
issued and outstanding, respectively
-
-
Common stock, $ .01 par value; 100,000,000 shares authorized; 27,844,994 and 4,569,333 shares issued,
respectively; 27,700,904 and 4,428,539 shares outstanding, respectively
640
407
Additional paid-in capital
234,604
234,833
Accumulated deficit
( 210,084 )
( 210,805 )
Treasury stock, at cost ( 144,090 and 140,794 shares, respectively)
( 2,078 )
( 2,072 )
Total stockholders’ equity
23,082
22,363
Total liabilities and stockholders’ equity
$ 33,409
$ 33,838
The
accompanying notes are an integral part of these condensed consolidated financial statements.
3
INTERPACE
BIOSCIENCES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited,
in thousands, except for per share data)
For The Three Months Ended
March 31,
2026
2025
Revenue, net
$ 9,032
$ 11,515
Cost of revenue
3,128
4,145
Gross profit
5,904
7,370
Operating expenses:
Sales and marketing
2,177
2,814
Research and development
153
177
General and administrative
2,451
2,550
Total operating expenses
4,781
5,541
Operating income from continuing operations
1,123
1,829
Note payable interest
-
( 78 )
Other income, net
10
21
Income from continuing operations before tax
1,133
1,772
Provision for income taxes
302
18
Income from continuing operations
831
1,754
Loss from discontinued operations, net of tax
( 110 )
( 107 )
Net income
$ 721
$ 1,647
Basic income (loss) per share of common stock:
From continuing operations
$ 0.04
$ 0.40
From discontinued operations
( 0.01 )
( 0.03 )
Net income (loss) per basic share of common stock
$ 0.03
$ 0.37
Diluted income (loss) per share of common stock:
From continuing operations
$ 0.03
$ 0.06
From discontinued operations
( 0.00 )
( 0.00 )
Net income (loss) per diluted share of common stock
$ 0.03
$ 0.06
Weighted average number of common shares and common share equivalents outstanding:
Basic
22,786
4,420
Diluted
27,707
27,704
The
accompanying notes are an integral part of these condensed consolidated financial statements.
4
INTERPACE
BIOSCIENCES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited,
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, 2024
47,000
$ -
4,539,663
$ 406
130,340
$ ( 2,054 )
$ 234,811
$ ( 235,380 )
$ ( 2,217 )
Issuance of common stock
-
-
21,336
1
-
-
-
-
1
Treasury stock purchased
-
-
-
-
7,566
( 15 )
-
-
( 15 )
Series C issuance costs
-
-
-
-
-
-
( 13 )
-
( 13 )
Stock-based compensation expense
-
-
-
-
-
-
15
-
15
Net income
-
-
-
-
-
-
-
1,647
1,647
Balance -March 31, 2025
47,000
$ -
4,560,999
$ 407
137,906
$ ( 2,069 )
$ 234,813
$ ( 233,733 )
$ ( 582 )
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
Issuance of common stock
-
-
8,334
-
-
-
-
-
-
Treasury stock purchased
-
-
-
-
3,296
( 6 )
-
-
( 6 )
Series C conversion into common stock
( 47,000 )
-
23,267,327
233
-
-
( 233 )
-
-
Stock-based compensation expense
-
-
-
-
-
-
4
-
4
Net income
-
-
-
-
-
-
-
721
721
Balance -March 31, 2026
-
$ -
27,844,994
$ 640
144,090
$ ( 2,078 )
$ 234,604
$ ( 210,084 )
$ 23,082
Balance
-
$ -
27,844,994
$ 640
144,090
$ ( 2,078 )
$ 234,604
$ ( 210,084 )
$ 23,082
The
accompanying notes are an integral part of these condensed consolidated financial statements.
5
INTERPACE
BIOSCIENCES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited,
in thousands)
`
For The Three Months Ended March 31,
2026
2025
Cash Flows From Operating Activities
Net income
$ 721
$ 1,647
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
118
95
Amortization of deferred financing fees
-
11
Stock-based compensation
4
15
Deferred taxes
277
-
Change in fair value of note payable
-
( 25 )
Amortization on operating lease right of use asset
107
95
Other changes in operating assets and liabilities:
Accounts receivable
( 276 )
( 224 )
Other current assets
355
67
Accounts payable
( 47 )
61
Accrued salaries and bonus
( 1,172 )
( 398 )
Other accrued expenses
216
( 113 )
Operating lease liabilities
( 130 )
( 103 )
Long-term liabilities
110
107
Net cash provided by operating activities
283
1,235
Cash Flows From Investing Activity
Purchase of property and equipment
( 141 )
-
Net cash used in investing activities
( 141 )
-
Cash Flows From Financing Activities
Payments made on note payable
-
( 1,500 )
Net cash used in financing activities
-
( 1,500 )
Net increase (decrease) in cash and cash equivalents
142
( 265 )
Cash and cash equivalents – beginning
$ 2,505
$ 1,461
Cash and cash equivalents – ending
$ 2,647
$ 1,196
The
accompanying notes are an integral part of these condensed consolidated financial statements.
6
INTERPACE
BIOSCIENCES, INC.
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Tabular
information in thousands, except per share amounts)
1.
OVERVIEW
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. The Company develops and commercializes genomic tests and related first-line assays that can personalize
medicine to help improve patient diagnosis and management.
2.
BASIS OF PRESENTATION
The
accompanying unaudited interim condensed consolidated financial statements and related notes (the “Interim Financial Statements”)
should be read in conjunction with the consolidated financial statements of the Company and its wholly-owned subsidiaries (Interpace
Diagnostics Lab Inc., Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC), and related notes as included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities & Exchange Commission (“SEC”)
on March 30, 2026 and as amended on April 30, 2026.
The
Interim Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United
States (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by GAAP for complete financial statements. The Interim Financial Statements
include all normal recurring adjustments that, in the judgment of management, are necessary for a fair presentation of such interim financial
statements. Discontinued operations include the Company’s wholly owned subsidiaries: Group DCA, LLC, InServe Support Solutions, TVG, Inc., its Commercial Services business unit, which was sold on December 22, 2015 and its Interpace Pharma Solutions business
which was sold on August 31, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. Operating
results for the three-month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2026.
3.
LIQUIDITY
For
the three months ended March 31, 2026, the Company had operating income from continuing operations of $ 1.1 million. As of March 31, 2026,
the Company had cash and cash equivalents of $ 2.6 million, total current assets of $ 10.0 million and current liabilities of $ 4.0 million.
As of May 1, 2026, the Company had approximately $ 2.9 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.
7
4.
DISCONTINUED OPERATIONS
Liabilities
classified as discontinued operations as of both March 31, 2026 and December 31, 2025 consist of accrued expenses which are liabilities
related to the former Commercial Services business unit.
The
table below presents the significant components of its former discontinued operations results included within loss from discontinued
operations, net of tax in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025.
SCHEDULE
OF COMPONENTS OF ASSETS AND LIABILITIES AND REVENUE CLASSIFIED AS DISCONTINUED
2026
2025
For The Three Months Ended
March 31,
2026
2025
Income tax expense
$ 110
$ 107
Loss from discontinued operations, net of tax
$ ( 110 )
$ ( 107 )
There
was no cash flow activity from discontinued operations for the three months ended March 31, 2026 or March 31, 2025. There was no depreciation
and amortization expense from discontinued operations for either the three months ended March 31, 2026 or March 31, 2025. The income
tax expense for the three months ended March 31, 2026 and the income tax expense for the three months ended March 31, 2025 primarily
pertained to the interest accrued on uncertain tax position liabilities.
5.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Estimates
The
preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical
experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the
circumstances. Significant estimates include accounting for valuation allowances related to deferred income taxes, contingent consideration,
allowances for credit losses, revenue recognition, unrecognized tax benefits, and asset impairments involving intangible assets. The
Company periodically reviews these matters and reflects changes in estimates in earnings as appropriate. Actual results could materially
differ from those estimates.
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. We subsequently bill 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, we estimate the amount of variable consideration that should be included in the transaction price using the expected value method
based on historical experience.
8
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.
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.
Costs
to Obtain or Fulfill a Customer Contract
Sales
commissions are expensed in the period in which they have been earned. These costs are recorded in sales and marketing expense in the
condensed consolidated statements of operations.
Accounts
Receivable
The
Company’s accounts receivable represent unconditional rights to consideration and are generated using its clinical services. The
Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with
fulfilling these services, the Company bills the third-party payer or direct-bill payer. 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.
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. We use the implicit interest rate in the lease
when readily determinable.
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 6, Leases .
9
Other
Current Assets
Other
current assets consisted of the following as of March 31, 2026 and December 31, 2025:
SCHEDULE
OF OTHER CURRENT ASSETS
March 31, 2026
December 31, 2025
Lab supplies
$ 961
$ 1,114
Prepaid expenses
430
632
Total other current assets
$ 1,391
$ 1,746
Basic
and Diluted Net Income (Loss) per Share
A
reconciliation of the number of shares of Common Stock, used in the calculation of basic and diluted income (loss) per share for the
three-month periods ended March 31, 2026 and 2025 is as follows:
SCHEDULE
OF BASIC AND DILUTED NET LOSS PER SHARE
2026
2025
Three Months Ended
March 31,
2026
2025
Basic weighted average number of common shares
22,786
4,420
Potential dilutive effect of stock-based awards
9
17
Dilutive effect of preferred stock
4,912
23,267
Diluted weighted average number of common shares
27,707
27,704
In
January 2026, the Company’s preferred stock was converted into Common Stock thereby increasing the number of basic shares outstanding
in 2026.
For
the three-month periods ended March 31, 2026 and 2025, the following outstanding stock-based awards were excluded from the computation
of the effect of dilutive securities on income (loss) per share for the following periods as they would have been anti-dilutive (rounded
to thousands):
SCHEDULE
OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
2026
2025
Three Months Ended
March 31,
2026
2025
Options
246
277
Restricted stock units (RSUs)
125
158
Anti-dilutive securities
371
435
10
6.
LEASES
The
table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet:
SCHEDULE
OF LEASE RELATED ASSETS AND LIABILITIES
Classification on the Balance Sheet
March 31, 2026
December 31, 2025
Assets
Operating lease assets
Operating lease right of use assets
1,110
1,217
Total lease assets
$ 1,110
$ 1,217
Liabilities
Current
Operating lease liabilities
Other accrued expenses
445
431
Total current lease liabilities
$ 445
$ 431
Noncurrent
Operating lease liabilities
Operating lease liabilities, net of current portion
635
752
Total long-term lease liabilities
635
752
Total lease liabilities
$ 1,080
$ 1,183
The
weighted average remaining lease term for the Company’s operating leases was 2.25 years as of March 31, 2026 and the weighted average
discount rate for those leases was 12.0 %. The Company’s operating lease expenses are recorded within “Cost of revenue”
and “General and administrative expenses.”
The
table below reconciles the cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as
of March 31, 2026:
SCHEDULE
OF MATURITIES OF OPERATING LEASE LIABILITIES
Operating Leases
2026
412
2027
550
2028
275
Total minimum lease payments
1,237
Less: amount of lease payments representing effects of discounting
157
Present value of future minimum lease payments
1,080
Less: current obligations under leases
445
Long-term lease obligations
$ 635
7.
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.
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.
11
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.
8.
OTHER ACCRUED EXPENSES
Other
accrued expenses consisted of the following as of March 31, 2026 and December 31, 2025:
SCHEDULE
OF OTHER ACCRUED EXPENSES
March 31, 2026
December 31, 2025
Operating lease liability
$ 445
$ 431
Accrued sales and marketing
83
32
Accrued lab costs
52
50
Accrued professional fees
454
390
Taxes payable
286
296
All others
463
375
Total other accrued expenses
$ 1,783
$ 1,574
9.
STOCK-BASED COMPENSATION
Historically,
stock options have been granted with an exercise price equal to the market value of the Common Stock on the date of grant, with expiration
10 years from the date they are granted, and generally vest 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
Board members and employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under
certain circumstances.
There
were no stock option awards issued in the three months ended March 31, 2026 and March 31, 2025.
The
Company recognized approximately $ 4,000 and $ 15,000 of stock-based compensation expense within continuing operations during the three-month
periods ended March 31, 2026 and 2025, respectively. The following table has a breakout of stock-based compensation expense from continuing
operations by line item.
SCHEDULE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD
2026
2025
Three Months Ended
March 31,
2026
2025
Sales and marketing
$ 4
$ 9
General and administrative
-
6
Total stock compensation expense
$ 4
$ 15
12
10.
INCOME TAXES
The
following table summarizes income tax expense on income from continuing operations and the effective tax rate for the three-month periods
ended March 31, 2026 and 2025:
SCHEDULE OF EFFECTIVE INCOME TAX RATE
2026
2025
Three Months Ended
March 31,
2026
2025
Provision for income tax
$ 302
$ 18
Effective income tax rate
26.7 %
1.0 %
Income
tax expense for the three months ended March 31, 2026 was primarily due to the Company’s net income for the three months ended March 31, 2026 and its deferred tax expense. Income
tax expense for the three months ended March 31, 2025 was primarily due to state and federal income taxes.
Other
long-term liabilities consisted of uncertain tax positions as of March 31, 2026 and December 31, 2025.
11.
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 our Annual Report on Form 10-K.
13
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 RECONCILIATION OF PROFIT (LOSS) FROM SEGMENTS TO CONSOLIDATED
2026
2025
For The Three Months Ended
March 31,
2026
2025
Revenue, net:
$ 9,032
$ 11,515
Less:
Cost of revenue:
Fixed
1,697
1,690
Variable
1,431
2,455
Operating and other expenses:
Sales and marketing
2,177
2,814
Research and development
153
177
General and administrative
2,451
2,550
Other (income) expense, net
( 10 )
57
Provision for income taxes
302
18
Segment net income
831
1,754
Reconciliation of profit or loss:
Loss on discontinued operations
( 110 )
( 107 )
Consolidated net income
$ 721
$ 1,647
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, non-recurring legal expenses,
severance expense, interest and taxes, and other non-cash expenses including change in fair value of notes payable. The legal expenses included are related to NASDAQ uplist costs, special proxy and charter work, and an employment
dispute. The table below includes
a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.
SCHEDULE
OF RECONCILIATION OF ADJUSTED EBITDA
Reconciliation
of Adjusted EBITDA (Unaudited)
($
in thousands)
2026
2025
Three Months Ended
March 31,
2026
2025
Income from continuing operations (GAAP Basis)
$ 831
$ 1,754
Depreciation and amortization
118
95
Stock-based compensation
4
15
Severance expense
-
168
Taxes expense
302
18
Non-recurring legal expenses
315
-
Note payable interest
-
78
Interest income
( 10 )
( 7 )
Change in fair value of note payable
-
( 25 )
Adjusted EBITDA
$ 1,560
$ 2,096
14
12.
SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental
Disclosures of Non-Cash Activities
(in
thousands)
SUPPLEMENTAL
CASH FLOW INFORMATION
2026
2025
Three Months Ended
March 31,
2026
2025
Taxes accrued for repurchase of restricted shares
$ 6
$ 15
Accrued capital expenditures
-
11
Accrued Series C issuance costs
-
13
13.
EQUITY
On
October 10, 2024, the Company, Ampersand 2018 Limited Partnership (“Ampersand”) and 1315 Capital II, L.P. (“1315 Capital”,
and together with Ampersand, 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 Capital received 19,000 shares of Series C Preferred Stock. The Company recorded approximately $ 0.2 million
in issuance costs related to this transaction.
On
January 20, 2026, the Company announced that all shares of Series C Preferred Stock were converted into Common Stock, resulting in the
issuance of approximately 23,267,327 shares of 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.
14.
RECENT ACCOUNTING STANDARDS
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 impact of the amendment.
15
INTERPACE
BIOSCIENCES, INC
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING
STATEMENTS
This
quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Statements that are not historical facts, including statements about our plans, objectives, beliefs and expectations, are
forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “believes,”
“expects,” “anticipates,” “plans,” “estimates,” “intends,” “projects,”
“should,” “could,” “may,” “will” or similar words and expressions. These forward-looking
statements are contained throughout this Form 10-Q.
Forward-looking
statements are only predictions and are not guarantees of future performance. These statements are based on current expectations and
assumptions involving judgments about, among other things, future economic, competitive and market conditions and future business decisions,
all of which are difficult or impossible to predict accurately and many of which are beyond our control. These predictions are also affected
by known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from those expressed
or implied by any forward-looking statement. Many of these factors are beyond our ability to control or predict. Our actual results could
differ materially from the results contemplated by these forward-looking statements due to a number of factors. Such factors include,
but are not limited to, the following:
●
our
expectations of future revenues, expenditures, capital or other funding requirements;
●
our
reliance on Medicare reimbursement for our clinical services and our being able to successfully restructure ourselves and maintain
profitability as a result of the decision of the Center for Medicare and Medicaid Services (“CMS) to cease reimbursement coverage
of our PancraGEN ® test on April 24, 2025 which resulted in specimens for first-line fluid chemistry and PancraGEN ®
testing not being accepted by the Company after May 2, 2025;
●
our
dependence on sales and reimbursements from our clinical services for all of our revenue;
●
our
reliance on sales of our molecular diagnostic tests for thyroid cancer, ThyGeNEXT ® and ThyraMIR ® v2,
following the loss of reimbursement for and resulting discontinuance of PancraGEN ® , our pancreatic cancer test;
●
our
ability to continue to generate sufficient revenue from our clinical service products and other products and/or solutions that we
develop in the future is important for our ability to meet our financial and other targets;
●
our
ability to finance our business on acceptable terms in the future, which may limit the ability to grow our business, develop and
commercialize products and services, and develop and commercialize new molecular clinical service solutions and technologies;
●
our
dependence on third parties for the supply of some of the materials used in our clinical services tests;
●
the
potential adverse impact of current and future laws, licensing requirements and governmental regulations upon our business operations,
including but not limited to the evolving U.S. regulatory environment related to laboratory developed tests (“LDTs”),
pricing of our tests and services and patient access limitations;
●
our
reliance on our sales and marketing activities for future business growth and our ability to continue to expand our sales and marketing
activities;
●
our
being subject to the controlling interests of our two private equity investors who control an aggregate of 84% of our outstanding
shares of Common Stock and this concentration of ownership may have a substantial influence on our decisions;
16
●
the
delisting of our Common Stock from Nasdaq, the removal of our Common Stock from trading on the OTCQX on August 18, 2025 and the subsequent
trading of our Common Stock on the OTCID have adversely affected and may continue to adversely affect our Common Stock and business
and financial condition;
●
our
determination to restate prior period consolidated financial statements and its impact on investor confidence and reputational issues;
●
our
ability to implement our business strategy; and
●
the
potential impact of future contingent liabilities on our financial condition.
Please
see Part I – Item 1A – “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31,
2025 filed with the SEC on March 30, 2026, and as amended on April 30, 2026, as well as other documents we file with the SEC from time-to-time,
for other important factors that could cause our actual results to differ materially from our current expectations as expressed in the
forward-looking statements discussed in this Form 10-Q. Because of these and other risks, uncertainties and assumptions, you should not
place undue reliance on these forward-looking statements. In addition, these statements speak only as of the date of the report in which
they are set forth and, except as may be required by law, we undertake no obligation to revise or update publicly any forward-looking
statements for any reason.
OVERVIEW
We
are 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 risk of cancer from clinical features. We develop and commercialize genomic
tests that can personalize medicine to help improve patient diagnosis and management. Due to the decision of CMS to cease reimbursement
coverage of our PancraGEN ® test for assessing the risk of pancreatic cyst progression to cancer on April 24, 2025 which
resulted in specimens for first-line fluid chemistry and PancraGEN ® testing not being accepted by the Company after May
2, 2025, we are currently concentrating our efforts on our molecular diagnostic tests for thyroid cancer, ThyGeNEXT ® and
ThyraMIR ® v2.
Equity
On
January 20, 2026, we announced that all shares of Series C Preferred Stock were converted into shares of Common Stock, resulting in the
issuance of approximately 23,267,327 shares of Common Stock (calculated as $1,000 stated value per preferred
share divided by the $2.02 conversion price). As a result of these conversions and the subsequent issuances, there were 27,700,904
shares of Common Stock outstanding as of March 31, 2026.
Clinical
Services
Our
clinical services business commercializes clinically useful molecular diagnostic tests and molecular pathology services. We commercialize
genomic tests and related first-line assays principally focused on risk-stratification of cancer using the latest technology to help
personalize medicine and improve patient diagnosis and management. Our tests and services provide mutational analysis of genomic material
contained in suspicious cysts, nodules, and lesions with the goal of better informing surgery or surveillance treatment decisions in
patients suspected of thyroid, pancreatic, and other cancers. The molecular diagnostic tests we offer enable healthcare providers to
stratify cancer risk, helping to avoid unnecessary surgical treatment in patients at low risk, while also helping to identify patients
that would benefit from increased surveillance or surgical intervention.
We
currently have two commercialized molecular diagnostic tests in the marketplace: ThyGeNEXT ® , an expanded oncogenic mutation
panel that helps “rule-in” and “rule-out” malignancy in thyroid nodules and ThyraMIR ® v2, used
in combination with ThyGeNEXT ® , which further stratifies thyroid nodules for malignancy risk utilizing a proprietary microRNA
gene expression classifier.
17
Revenue
Recognition
Clinical
services derive revenues from the performance of proprietary assays or tests. Our performance obligation is fulfilled upon completion,
review and release of test results to the customer, at which time we bill third-party payers or direct-bill payers for the tests performed.
Under Accounting Standards Codification 606, revenue is recognized based upon the estimated transaction price or NRV, which is determined
based on historical collection rates by each payer category for each proprietary test offered. To the extent that the transaction price
includes variable consideration, for all third party and direct-bill payers and proprietary tests, we estimate the amount of variable
consideration that should be included in the transaction price using the expected value method based on historical experience.
The
ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates are regularly reviewed
and we adjust the NRVs and related contractual allowances accordingly. If actual collections and related NRVs vary significantly from
our estimates, we adjust the estimates of contractual allowances, which affects net revenue in the period such variances become known.
Cost
of Revenue
Cost
of revenue consists primarily of the costs associated with operating our laboratory and other costs directly related to our tests. Personnel
costs, which constitute the largest portion of cost of services, include all labor-related costs, such as salaries, bonuses, fringe benefits
and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting
expenses, royalty expenses, and facility expenses.
CONDENSED
CONSOLIDATED RESULTS OF OPERATIONS
The
following table sets forth, for the periods indicated, certain statements of operations data. The trends illustrated in this table may
not be indicative of future results.
Consolidated
Results of Continuing Operations for the Quarter Ended March 31, 2026 Compared to the Quarter Ended March 31, 2025 (in thousands)
Three Months Ended March 31,
2026
2026
2025
2025
% to
% to
revenue
revenue
Revenue, net
$ 9,032
100.0 %
$ 11,515
100.0 %
Cost of revenue
3,128
34.6 %
4,145
36.0 %
Gross profit
5,904
65.4 %
7,370
64.0 %
Operating expenses:
Sales and marketing
2,177
24.1 %
2,814
24.4 %
Research and development
153
1.7 %
177
1.5 %
General and administrative
2,451
27.1 %
2,550
22.1 %
Total operating expenses
4,781
52.9 %
5,541
48.1 %
Operating income
1,123
12.4 %
1,829
15.9 %
Note payable interest
-
0.0 %
(78 )
-0.7 %
Other income, net
10
0.1 %
21
0.2 %
Income from continuing operations before tax
1,133
12.5 %
1,772
15.4 %
Provision for income taxes
302
3.3 %
18
0.2 %
Income from continuing operations
831
9.2 %
1,754
15.2 %
Loss from discontinued operations, net of tax
(110 )
-1.2 %
(107 )
-0.9 %
Net income
$ 721
8.0 %
$ 1,647
14.3 %
18
Revenue,
net
Consolidated
revenue, net for the three months ended March 31, 2026 decreased by $2.5 million, or 22%, to $9.0 million, compared to $11.5 million
for the three months ended March 31, 2025. The decrease in net revenue was primarily driven by the loss of reimbursement for PancraGEN ® in
April 2025, which resulted in specimens for PancraGEN ® testing no longer being accepted by the Company after May
2, 2025.
Cost
of revenue
Consolidated
cost of revenue for the three months ended March 31, 2026 was $3.1 million, as compared to $4.1 million for the three months ended March
31, 2025. The decrease was primarily driven by the discontinuance of our PancraGEN ® test resulting from the loss of reimbursement
discussed above. As a percentage of revenue, cost of revenue was approximately 35% for the three months ended March 31, 2026 and 36%
for the three months ended March 31, 2025.
Gross
profit
Consolidated
gross profit was approximately $5.9 million for the three months ended March 31, 2026 and $7.4 million for the three months ended March
31, 2025. The gross profit percentage was approximately 65% for the three months ended March 31, 2026 and 64% for the three months ended
March 31, 2025. The decrease in gross profit can be attributed to the decrease in revenue resulting from the discontinuance of our PancraGEN ®
test as a result of the loss of reimbursement.
Sales
and marketing expense
Sales
and marketing expense was approximately $2.2 million for the three months ended March 31, 2026 and $2.8 million for the three months
ended March 31, 2025. The decrease can be attributed to the reduction in salesforce size as a result of the loss of PancraGEN ® reimbursement
as discussed previously.
Research
and development
Research
and development expense was approximately $0.2 million for both the three months ended March 31, 2026 and March 31, 2025, respectively.
General
and administrative
General
and administrative expense was approximately $2.5 million for the three months ended March 31, 2026 and $2.6 million for the three months
ended March 31, 2025. As a percentage of revenue, general and administrative expense was 27% for the three months ended March 31, 2026
as compared to 22% for the three months ended March 31, 2025. This percentage increase can be attributed to the decline in revenue mentioned
above.
Operating
income
Operating
income from continuing operations was $1.1 million for the three months ended March 31, 2026 and $1.8 million for the three months ended
March 31, 2025. The decrease in operating income for the three months ended March 31, 2026 can be primarily attributed to the decrease
in revenue and gross profit discussed above.
Note
payable interest expense
Note
payable interest expense was $0.1 million for the three months ended March 31, 2025. The interest expense was from our former Term Loan
with BroadOak Fund V, L.P. (“Term Loan”) which has since been repaid.
19
Provision
for income taxes
Income
tax expense was approximately $0.3 million for the three months ended March 31, 2026 and $18,000 for the three months ended March
31, 2025. The income tax expense for the three months ended March 31, 2026 was primarily due to our net income for the three months
ended March 31, 2026 and deferred tax expense. The income tax
expense for the three months ended March 31, 2025 was primarily related to state and local taxes.
Loss
from discontinued operations, net of tax
We
had a loss from discontinued operations of approximately $0.1 million for both the three months ended March 31, 2026 and March 31, 2025.
Non-GAAP
Financial Measures
In
addition to the GAAP results provided throughout this document, we have provided certain non-GAAP financial measures to help evaluate
the results of our performance. We believe that these non-GAAP financial measures, when presented in conjunction with comparable GAAP
financial measures, are useful to both management and investors in analyzing our ongoing business and operating performance. We believe
that providing the non-GAAP information to investors, in addition to the GAAP presentation, allows investors to view our financial results
in the way that management views financial results.
In
this Quarterly Report on Form 10-Q, we discuss Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is a metric used by management
to measure cash flow of the ongoing business. Adjusted EBITDA is defined as income or loss from continuing operations, plus depreciation
and amortization, non-cash stock-based compensation, non-recurring legal expenses, severance expense, interest and taxes, and other non-cash
expenses including change in fair value of notes payable. The legal expenses included are related to NASDAQ uplist costs, special proxy and charter work, and an employment
dispute. The table below includes a reconciliation of this non-GAAP financial measure
to the most directly comparable GAAP financial measure.
Reconciliation
of Adjusted EBITDA (Unaudited)
($
in thousands)
Three Months Ended
March 31,
2026
2025
Income from continuing operations (GAAP Basis)
$ 831
$ 1,754
Depreciation and amortization
118
95
Stock-based compensation
4
15
Severance expense
-
168
Taxes expense
302
18
Non-recurring legal expenses
315
-
Note payable interest
-
78
Interest income
(10 )
(7 )
Change in fair value of note payable
-
(25 )
Adjusted EBITDA
$ 1,560
$ 2,096
LIQUIDITY
AND CAPITAL RESOURCES
For
the three months ended March 31, 2026, we had operating income from continuing operations of $1.1 million. As of March 31, 2026, we had
cash and cash equivalents of $2.6 million, total current assets of $10.0 million and current liabilities of $4.0 million. As of May 1,
2026, we had approximately $2.9 million of cash and cash equivalents.
20
During
the three months ended March 31, 2026, net cash provided by operating activities was $0.3 million. The main component of cash
provided by operating activities was our net income of $0.7 million and non-cash adjustments of $0.5 million, which were partially
offset by a decrease in accrued salaries and bonus of $1.2 million. During the three months ended March 31, 2025, net cash provided
by operating activities was $1.2 million. The main component of cash provided by operating activities was our net income of $1.6
million.
For
the three months ended March 31, 2026, cash used in investing activities was $0.1 million which pertained to the purchase of lab equipment.
For the three months ended March 31, 2025, cash used in investing activities was zero.
For
the three months ended March 31, 2026, there was no cash used in financing activities. For the three months ended March 31, 2025, cash
used in financing activities was $1.5 million, which were payments made on our former Term Loan.
We
generated positive cash flows from operations for the three months ending March 31, 2026. We intend to meet our ongoing capital needs
by using our 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 the Common Stock from Nasdaq in February 2021, our ability to raise additional capital on terms acceptable to the Company has been
adversely impacted. There can be no assurance that the Company will be successful in obtaining such funding on terms acceptable to the
Company. 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.
Inflation
We
do not believe that inflation had a significant impact on our results of operations for the periods presented. However, inflation and
supply chain disruptions, whether caused by tariffs, restrictions or slowdowns in shipping or logistics, increases in demand for certain
goods used in our operations, or otherwise, could impact our operations in the near term.
Critical
Accounting Estimates
See
Note 5, Summary of Significant Accounting Policies and Note 14, Recent Accounting Standards to the Interim Financial Statements
included elsewhere in this Quarterly Report on Form 10-Q for information regarding newly adopted and recent accounting pronouncements.
See also Note 1, Nature of Business and Significant Accounting Policies to our financial statements included in our Annual Report
on Form 10-K for the year ended December 31, 2025, as amended, for a discussion of our critical accounting policies. There have been
no material changes to such critical accounting policies. We believe our most critical accounting policies include accounting for revenue
recognition, leases, and income taxes.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
As
a smaller reporting company, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information
requested by this Item.
21
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Our
principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures as
of March 31, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under 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 management’s evaluation of the Company’s disclosure controls and procedures, the principal executive officer and principal
financial officer of the Company have concluded that the Company’s disclosure controls and procedures were effective as of March
31, 2026.
Reference
should be made to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 30, 2026, as amended,
for additional information regarding discussion of the effectiveness of the Company’s controls and procedures.
Changes
in Internal Control over Financial Reporting
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.
PART
II. OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
In
addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk
Factors” in our Annual Report on Form 10-K of the Company filed with the SEC on March 30, 2026, as amended, and as updated and
supplemented in subsequent filings. These risk factors could materially harm our business, operating results and financial condition.
Additional factors and uncertainties not currently known to us or that we currently consider immaterial also may materially adversely
affect our business, financial condition or future results.
Item
2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
None.
Item
5. Other Information
None.
22
Item
6. Exhibits
Exhibit
No.
Description
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.
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL 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).
*
Filed
Herewith.
+
Exhibits
32.1 and 32.2 are being furnished herewith and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange
Act or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference to any
registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in any such
filing.
23
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date:
May 12, 2026
Interpace
Biosciences, Inc.
(Registrant)
/s/
Thomas W. Burnell
Thomas
W. Burnell
President
and Chief Executive Officer
(Principal
Executive Officer)
Date:
May 12, 2026
/s/
Christopher McCarthy
Christopher
McCarthy
Chief
Financial Officer and Chief Operating Officer
(Principal
Financial Officer)
24
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