INTERPACE BIOSCIENCES, INC. 10-Q

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 June 30, 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 (I.R.S. Employer incorporation or organization) 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 July 31, 2026 Common Stock, par value $ 0.01 per share 27,700,904 INTERPACE BIOSCIENCES, INC. FORM 10-Q FOR PERIOD ENDED JUNE 30, 2026 TABLE OF CONTENTS Page No. PART I - FINANCIAL INFORMATION Item 1. Unaudited Interim Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets at June 30, 2026 (unaudited) and December 31, 2025 3 Condensed Consolidated Statements of Operations for the three and six-month periods ended June 30, 2026 and 2025 (unaudited) 4 Condensed Consolidated Statements of Stockholders’ Equity for the three and six-month periods ended June 30, 2026 and 2025 (unaudited) 5 Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 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 24 Item 4. Controls and Procedures 24 PART II - OTHER INFORMATION Item 1. Legal Proceedings 25 Item 1A. Risk Factors 25 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25 Item 3. Defaults Upon Senior Securities 25 Item 4. Mine Safety Disclosures 25 Item 5. Other Information 25 Item 6. Exhibits 25 Signatures 26 2 PART I. FINANCIAL INFORMATION INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) June 30, December 31, 2026 2025 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,688 $ 2,505 Accounts receivable 6,311 5,649 Other current assets 1,969 1,746 Total current assets 10,968 9,900 Property and equipment, net 1,621 1,423 Operating lease right of use assets 1,001 1,217 Deferred tax asset 20,915 21,254 Other long-term assets 44 44 Total assets $ 34,549 $ 33,838 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,555 $ 983 Accrued salary and bonus 952 1,886 Other accrued expenses 1,784 1,574 Current liabilities of discontinued operations 660 660 Total current liabilities 4,951 5,103 Operating lease liabilities, net of current portion 516 752 Other long-term liabilities 5,838 5,620 Total liabilities 11,305 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 234,608 234,833 Accumulated deficit ( 209,926 ) ( 210,805 ) Treasury stock, at cost ( 144,090 and 140,794 shares, respectively) ( 2,078 ) ( 2,072 ) Total stockholders’ equity 23,244 22,363 Total liabilities and stockholders’ equity $ 34,549 $ 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) 2026 2025 2026 2025 For The Three Months For The Six Months Ended June 30, Ended June 30, 2026 2025 2026 2025 Revenue, net $ 9,131 $ 9,232 $ 18,163 $ 20,747 Cost of revenue 3,478 3,956 6,606 8,101 Gross profit 5,653 5,276 11,557 12,646 Operating expenses: Sales and marketing 2,207 2,910 4,384 5,723 Research and development 149 173 301 350 General and administrative 2,976 2,661 5,427 5,211 Total operating expenses 5,332 5,744 10,112 11,284 Operating income (loss) from continuing operations 321 ( 468 ) 1,445 1,362 Note payable interest - ( 49 ) - ( 127 ) Other income (expense), net 9 ( 16 ) 18 4 Income (loss) from continuing operations before tax 330 ( 533 ) 1,463 1,239 Provision for income taxes 64 - 366 18 Income (loss) from continuing operations 266 ( 533 ) 1,097 1,221 Loss from discontinued operations, net of tax ( 108 ) ( 107 ) ( 218 ) ( 214 ) Net income (loss) $ 158 $ ( 640 ) $ 879 $ 1,007 Basic income (loss) per share of common stock: From continuing operations $ 0.01 $ ( 0.12 ) $ 0.04 $ 0.28 From discontinued operations ( 0.00 ) ( 0.02 ) ( 0.01 ) ( 0.05 ) Net income (loss) per basic share of common stock $ 0.01 $ ( 0.14 ) $ 0.04 $ 0.23 Diluted income (loss) per share of common stock: From continuing operations $ 0.01 $ ( 0.12 ) $ 0.04 $ 0.04 From discontinued operations ( 0.00 ) ( 0.02 ) ( 0.01 ) ( 0.01 ) Net income (loss) per diluted share of common stock $ 0.01 $ ( 0.14 ) $ 0.03 $ 0.04 Weighted average number of common shares and common share equivalents outstanding: Basic 27,701 4,423 24,792 4,422 Diluted 27,713 4,423 27,245 27,697 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 ) Stock-based compensation expense - - - - - - 9 - 9 Net loss - - - - - - - ( 640 ) ( 640 ) Balance -June 30, 2025 47,000 $ - 4,560,999 $ 407 137,906 $ ( 2,069 ) $ 234,822 $ ( 234,373 ) $ ( 1,213 ) Balance -December 31, 2025 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 Stock-based compensation expense - - - - - - 4 - 4 Net income - - - - - - - 158 158 Net income (loss) - - - - - - - 158 158 Balance -June 30, 2026 - $ - 27,844,994 $ 640 144,090 $ ( 2,078 ) $ 234,608 $ ( 209,926 ) $ 23,244 Balance - $ - 27,844,994 $ 640 144,090 $ ( 2,078 ) $ 234,608 $ ( 209,926 ) $ 23,244 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) 2026 2025 For The Six Months Ended June 30, 2026 2025 Cash Flows From Operating Activities Net income $ 879 $ 1,007 Adjustments to reconcile net income to net cash provided by operating activities: Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 245 196 Amortization of deferred financing fees - 26 Stock-based compensation 8 24 Deferred taxes 339 - Asset impairment - lab supplies - 198 Lab supplies write-off 217 - Change in fair value of note payable - ( 18 ) Amortization on operating lease right of use asset 216 193 Other changes in operating assets and liabilities: Accounts receivable ( 662 ) 1,313 Other current assets ( 440 ) ( 227 ) Accounts payable 327 ( 409 ) Accrued salaries and bonus ( 934 ) ( 176 ) Other accrued expenses 231 ( 401 ) Operating lease liabilities ( 263 ) ( 185 ) Other long-term liabilities 218 214 Net cash provided by operating activities 381 1,755 Cash Flows From Investing Activity Purchase of property and equipment ( 198 ) ( 201 ) Net cash used in investing activities ( 198 ) ( 201 ) Cash Flows From Financing Activities Payments made on note payable - ( 2,500 ) Series C conversion costs - ( 13 ) Net cash used in financing activities - ( 2,513 ) Net increase (decrease) in cash and cash equivalents 183 ( 959 ) Cash and cash equivalents – beginning 2,505 1,461 Cash and cash equivalents – ending $ 2,688 $ 502 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, and 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 and six-month periods ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. 3. LIQUIDITY For the six months ended June 30, 2026, the Company had operating income from continuing operations of $ 1.4 million. As of June 30, 2026, the Company had cash and cash equivalents of $ 2.7 million, total current assets of $ 11.0 million and current liabilities of $ 5.0 million. As of July 31, 2026, the Company had approximately $ 2.7 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 is seeking 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 June 30, 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 and six-months ended June 30, 2026 and 2025. SCHEDULE OF COMPONENTS OF ASSETS AND LIABILITIES AND REVENUE CLASSIFIED AS DISCONTINUED 2026 2025 2026 2025 For The Three Months For The Six Months Ended June 30, Ended June 30, 2026 2025 2026 2025 Income tax expense 108 107 218 214 Loss from discontinued operations, net of tax $ ( 108 ) $ ( 107 ) $ ( 218 ) $ ( 214 ) There was no cash flow activity from discontinued operations for the six months ended June 30, 2026 or June 30, 2025. There was no depreciation and amortization expense for the three or six months ended June 30, 2026 and June 30, 2025, respectively, in discontinued operations. 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, allowances for credit losses, revenue recognition, and unrecognized tax benefits. 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. 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. 8 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 . Other Current Assets Other current assets consisted of the following as of June 30, 2026 and December 31, 2025: SCHEDULE OF OTHER CURRENT ASSETS June 30, 2026 December 31, 2025 Lab supplies $ 1,085 $ 1,114 Prepaid expenses 696 632 Other 188 - Total other current assets $ 1,969 $ 1,746 9 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- and six-month periods ended June 30, 2026 and 2025 is as follows: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2026 2025 2026 2025 Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Basic weighted average number of common shares 27,701 4,423 24,792 4,422 Potential dilutive effect of stock-based awards 12 - 11 8 Dilutive effect of preferred stock - - 2,442 23,267 Diluted weighted average number of common shares 27,713 4,423 27,245 27,697 For the three- and six-month periods ended June 30, 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 2026 2025 Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Options 246 265 246 265 Restricted stock units (RSUs) 125 158 125 150 Anti-dilutive securities 371 423 371 415 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 Company continues to assess the impact of the amendment. 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 June 30, 2026 December 31, 2025 Assets Operating lease assets Operating lease right of use assets 1,001 1,217 Total lease assets $ 1,001 $ 1,217 Liabilities Current Operating lease liabilities Other accrued expenses 458 431 Total current lease liabilities $ 458 $ 431 Noncurrent Operating lease liabilities Operating lease liabilities, net of current portion 516 752 Total long-term lease liabilities 516 752 Total lease liabilities $ 974 $ 1,183 10 The weighted average remaining lease term for the Company’s operating lease was 2.0 years as of June 30, 2026 and the weighted average discount rate for that lease was 12.0 %. Total operating lease expense from continuing operations under these agreements for the three months ended June 30, 2026 and 2025 was approximately $ 0.1 million, respectively, and for both the six months ended June 30, 2026 and 2025 was approximately $ 0.3 million, respectively. Total cash paid under these agreements for the six months ended June 30, 2026 and 2025 was approximately $ 0.3 million, respectively. 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 June 30, 2026: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Operating Leases 2026 - remaining six months 275 2027 550 2028 275 Total minimum lease payments 1,100 Less: amount of lease payments representing effects of discounting 126 Present value of future minimum lease payments 974 Less: current obligations under leases 458 Long-term lease obligations $ 516 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. 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 8. OTHER ACCRUED EXPENSES Other accrued expenses consisted of the following as of June 30, 2026 and December 31, 2025: SCHEDULE OF OTHER ACCRUED EXPENSES June 30, 2026 December 31, 2025 Operating lease liability $ 458 $ 431 Accrued sales and marketing 28 32 Accrued lab costs 27 50 Accrued professional fees 553 390 Taxes payable 236 296 All others 482 375 Total other accrued expenses $ 1,784 $ 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 during the six months ended June 30, 2026 and June 30, 2025. The Company recognized approximately $ 4,000 and $ 9,000 of stock-based compensation expense within continuing operations during the three-month periods ended June 30, 2026 and 2025, respectively, and approximately $ 8,000 and $ 24,000 for the six-month periods ended June 30, 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 2026 2025 Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Sales and marketing $ 4 $ 6 $ 8 $ 15 General and administrative - 3 - 9 Total stock compensation expense $ 4 $ 9 $ 8 $ 24 10. INCOME TAXES The following table summarizes income tax expense on income from continuing operations and the effective tax rate for the three- and six-month periods ended June 30, 2026 and 2025: SCHEDULE OF EFFECTIVE INCOME TAX RATE 2026 2025 2026 2025 Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Provision for income tax $ 64 $ - $ 366 $ 18 Effective income tax rate 19.4 % 0.0 % 25.0 % 1.5 % Income tax expense for the three and six-months ended June 30, 2026 was primarily due to the Company’s net income for the six months ended June 30, 2026 and its deferred tax expense. Income tax expense for the three and six-months ended June 30, 2025 was primarily due to state and federal income taxes. Other long-term liabilities consisted of uncertain tax positions as of June 30, 2026 and December 31, 2025. 12 11. SEGMENT INFORMATION 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. 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 2026 2025 For The Three Months For The Six Months Ended June 30, Ended June 30, 2026 2025 2026 2025 Revenue, net: $ 9,131 $ 9,232 $ 18,163 $ 20,747 Less: Cost of revenue: Fixed 1,769 1,694 3,466 3,384 Variable 1,709 2,262 3,140 4,717 Operating and other expenses: Sales and marketing 2,207 2,910 4,384 5,723 Research and development 149 173 301 350 General and administrative 2,976 2,661 5,427 5,211 Interest & other expense, net ( 9 ) 65 ( 18 ) 123 Provision for income taxes 64 - 366 18 Segment net income (loss) 266 ( 533 ) 1,097 1,221 Reconciliation of profit or loss: Loss on discontinued operations ( 108 ) ( 107 ) ( 218 ) ( 214 ) Consolidated net income (loss) $ 158 $ ( 640 ) $ 879 $ 1,007 13 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, asset impairment, 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 2026 2025 2026 2025 Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Income (loss) from continuing operations (GAAP Basis) $ 266 $ ( 533 ) $ 1,097 $ 1,221 Depreciation and amortization 127 101 245 196 Stock-based compensation 4 9 8 24 Non-recurring legal expenses 65 - 380 - Severance & related expense - 524 - 692 Asset impairment - lab supplies - 198 - 198 Lab supplies write-off 217 - 217 - Taxes expense 64 - 366 18 Note payable interest - 49 - 127 Other income/expense, net ( 9 ) 10 ( 18 ) 14 Change in fair value of note payable - 7 - ( 18 ) Adjusted EBITDA $ 734 $ 365 $ 2,295 $ 2,472 12. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental Disclosures of Non-Cash Activities (in thousands) SUPPLEMENTAL CASH FLOW INFORMATION 2026 2025 Six Months Ended June 30, 2026 2025 Taxes accrued for repurchase of restricted shares $ 6 $ 15 Purchase of property and equipment included in accounts payable 376 - 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. 14 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 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 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. 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 six months ended June 30, 2025, all of which are severance and related costs. The expenses were paid in the quarter that they were incurred, and the Company had no restructuring liability accrued for as of June 30, 2025. For the three months ended June 30, 2025, the Company recorded $ 0.5 million in severance costs that were charged to sales and marketing expense in the Company’s statement of operations. For the six months ended June 30, 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. The Company has not recorded any restructuring expenses for the six months ended June 30, 2026. 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; 16 ● 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; ● 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 ability to obtain clinical evidence demonstrating to both customers and payers our molecular diagnostic test’s clinical relevance and value; ● 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. Our clinical services’ customers consist primarily of physicians, hospitals, cancer centers, commercial laboratories, pathology groups and clinics. Our largest customer in the six months ended June 30, 2025 and 2026 for ThyGeNEXT ® and ThyraMIR ® v2 was Laboratory Corporation of America ® or LabCorp. Our revenue channels include reimbursement by Medicare, Medicare Advantage, Medicaid and direct client billings (for example, hospitals and clinics), and commercial payers such as Blue Cross ® Blue Shield ® , Aetna ® , Cigna ® , United Healthcare ® and others. We are developing a new molecular diagnostic test for assessing the risk of pancreatic cyst progression to cancer, distinct from our prior pancreatic test. Our prior pancreatic test (PancraGen ® ) was discontinued as a result of a loss of reimbursement by Medicare, Medicare Advantage and Medicaid. We believe that the development process will take approximately 12-24 months, is subject to significant uncertainties, and there can be no assurance that the test will be successfully developed or commercialized or generate revenue on any particular timeline, or at all. Before the new test is launched, a positive determination of reimbursement from CMS must be obtained. The timing of such determination is unknown and such positive reimbursement determination may never be obtained. In order to obtain reimbursement from Medicare, Medicare Advantage, Medicaid and private insurers, we will need to prove medical necessity for such test and demonstrate that the results of such test directly influence treatment and patient management, including clinical decisions. 17 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 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 June 30, 2026. Clinical Services Our clinical services business commercializes clinically useful molecular diagnostic tests and molecular pathology services. We commercialize esoteric diagnostic tests that are 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 pathological, mutational and epigenetic analysis of fine-needle aspiration biopsies derived from thyroid nodules 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 ® , to help in further refining the malignancy risk of indeterminate thyroid nodules utilizing a proprietary microRNA gene expression classifier. 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. 18 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. Condensed Consolidated Results of Continuing Operations for the Quarter Ended June 30, 2026 Compared to the Quarter Ended June 30, 2025 (unaudited, in thousands) Three Months Ended June 30, 2026 2026 2025 2025 % to % to revenue revenue Revenue, net $ 9,131 100.0 % $ 9,232 100.0 % Cost of revenue 3,478 38.1 % 3,956 42.9 % Gross profit 5,653 61.9 % 5,276 57.1 % Operating expenses: Sales and marketing 2,207 24.2 % 2,910 31.5 % Research and development 149 1.6 % 173 1.9 % General and administrative 2,976 32.6 % 2,661 28.8 % Total operating expenses 5,332 58.4 % 5,744 62.2 % Operating income (loss) 321 3.5 % (468 ) -5.1 % Note payable interest - 0.0 % (49 ) -0.5 % Other income (expense), net 9 0.1 % (16 ) -0.2 % Income (loss) from continuing operations before tax 330 3.6 % (533 ) -5.8 % Provision for income taxes 64 0.7 % - 0.0 % Income (loss) from continuing operations 266 2.9 % (533 ) -5.8 % Loss from discontinued operations, net of tax (108 ) -1.2 % (107 ) -1.2 % Net income (loss) $ 158 1.7 % $ (640 ) -6.9 % Revenue, net Revenue, net for the three months ended June 30, 2026 decreased by $0.1 million, or 1%, to $9.1 million, compared to $9.2 million for the three months ended June 30, 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 June 30, 2026 was $3.5 million, as compared to $4.0 million for the three months ended June 30, 2025. As a percentage of revenue, cost of revenue decreased to 38% for the three months ended June 30, 2026 as compared to 43% in the comparable prior year period. This decrease can be attributed to the decline in variable costs, including lab supplies. Gross profit Consolidated gross profit was approximately $5.7 million for the three months ended June 30, 2026 and $5.3 million for the three months ended June 30, 2025. The increase is attributed to the lower cost of revenue discussed above. Sales and marketing expense Sales and marketing expense was approximately $2.2 million for the three months ended June 30, 2026 and $2.9 million for the three months ended June 30, 2025. There was approximately $0.5 million in severance and related costs included in the three months ended June 30, 2025. These costs pertained to the loss of PancraGEN ® reimbursement as discussed previously. As a percentage of revenue, sales and marketing expense was approximately 24% for the three months ended June 30, 2026 and 32% for the three months ended June 30, 2025. 19 Research and development Research and development expense was approximately $0.1 million for the three months ended June 30, 2026 and $0.2 million for the three months ended June 30, 2025. As a percentage of revenue, research and development expense was approximately 2% in both periods, respectively. General and administrative General and administrative expense was approximately $3.0 million for the three months ended June 30, 2026 and $2.7 million for the three months ended June 30, 2025. The increase can be primarily attributed to an increase in professional services costs of $0.1 million and an increase in employee and related costs of $0.2 million. Operating income (loss) There was operating income from continuing operations of $0.3 million for the three months ended June 30, 2026 as compared to an operating loss from continuing operations of $0.5 million for the three months ended June 30, 2025. The increase in operating income from continuing operations was primarily attributable to the increase in gross profit and the absence of severance costs in 2026 that were recorded in the three months ended June 30, 2025. Note payable interest expense Note payable interest expense was $49,000 for the three months ended June 30, 2025. The interest expense was from our former Term Loan with BroadOak Fund V, L.P. (“Term Loan”) which has since been repaid. There was no note payable interest expense for the three months ended June 30, 2026. Provision for income taxes Income tax expense was approximately $0.1 million for the three months ended June 30, 2026. There was no income tax expense for the three months ended June 30, 2025. 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 June 30, 2026 and for the three months ended June 30, 2025, respectively. 20 Condensed Consolidated Results of Continuing Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025 (unaudited, in thousands) Six Months Ended June 30, 2026 2026 2025 2025 % to % to revenue revenue Revenue, net $ 18,163 100.0 % $ 20,747 100.0 % Cost of revenue 6,606 36.4 % 8,101 39.0 % Gross profit 11,557 63.6 % 12,646 61.0 % Operating expenses: Sales and marketing 4,384 24.1 % 5,723 27.6 % Research and development 301 1.7 % 350 1.7 % General and administrative 5,427 29.9 % 5,211 25.1 % Total operating expenses 10,112 55.7 % 11,284 54.4 % Operating income 1,445 8.0 % 1,362 6.6 % Note payable interest - 0.0 % (127 ) -0.6 % Other income, net 18 0.1 % 4 0.0 % Income from continuing operations before tax 1,463 8.1 % 1,239 6.0 % Provision for income taxes 366 2.0 % 18 0.1 % Income from continuing operations 1,097 6.0 % 1,221 5.9 % Loss from discontinued operations, net of tax (218 ) -1.2 % (214 ) -1.0 % Net income $ 879 4.8 % $ 1,007 4.9 % Revenue, net Revenue, net for the six months ended June 30, 2026 decreased by $2.5 million, or 12%, to $18.2 million, compared to $20.7 million for the six months ended June 30, 2025. The decrease in net revenue was largely driven by the loss of PancraGEN ® revenue discussed above. Cost of revenue Consolidated cost of revenue for the six months ended June 30, 2026 was $6.6 million and was $8.1 million for the six months ended June 30, 2025. As a percentage of revenue, cost of revenue was approximately 36% for the six months ended June 30, 2026 as compared to 39% for the six months ended June 30, 2025. The decrease in cost of revenue was largely driven by the loss of PancraGEN ® revenue discussed above. Gross profit Consolidated gross profit was approximately $11.6 million for the six months ended June 30, 2026 and $12.6 million for the six months ended June 30, 2025. The gross profit percentage was approximately 64% for the six months ended June 30, 2026 and 61% for the six months ended June 30, 2025. The decrease is largely attributed to the loss of PancraGEN ® discussed above. Sales and marketing expense Sales and marketing expense was approximately $4.4 million for the six months ended June 30, 2026 and $5.7 million for the six months ended June 30, 2025. The decrease is primarily the result of the loss of PancraGEN ® in 2025 which had approximately four months of sales force and severance costs as compared to none in 2026. As a percentage of revenue, sales and marketing expense decreased to 24% from 28% in the comparable prior year period due to the decrease in sales force costs. 21 Research and development Research and development expense was approximately $0.3 million for the six months ended June 30, 2026 and $0.4 million for the six months June 30, 2025, respectively. As a percentage of revenue, research and development expense remained the same at approximately 2% for both periods. General and administrative General and administrative expense was approximately $5.4 million for the six months ended June 30, 2026 and $5.2 million for the six months ended June 30, 2025. The increase can be primarily attributed to a $0.2 million increase in professional services costs. Operating income Operating income from continuing operations remained comparable as it was $1.4 million for both the six months ended June 30, 2026 and for the six months ended June 30, 2025. Note payable interest expense Note payable interest expense was $0.1 million for the six months ended June 30, 2025. The interest expense was from our former Term Loan with BroadOak Fund V, L.P. (“Term Loan”) which has since been repaid. Provision for income taxes Income tax expense was approximately $0.4 million for the six months ended June 30, 2026 and $18,000 for the six months ended June 30, 2025. The income tax expense for the six months ended June 30, 2026 was primarily due to our net income for the six months ended June 30, 2026 and deferred tax expense. The income tax expense for the six months ended June 30, 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 $0.2 million for both the six months ended June 30, 2026 and June 30, 2025, respectively. Non-GAAP Financial Measures In addition to the GAAP results provided throughout this document, we have provided certain non-GAAP financial measures to help evaluate the results of our performance. We believe that these non-GAAP financial measures, when presented in conjunction with comparable GAAP financial measures, are useful to both management and investors in analyzing our ongoing business and operating performance. We believe that providing the non-GAAP information to investors, in addition to the GAAP presentation, allows investors to view our financial results in the way that management views financial results. In this Quarterly Report on Form 10-Q, we discuss Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is a metric used by management to measure cash flow of the ongoing business. Adjusted EBITDA is defined as income or loss from continuing operations, plus depreciation and amortization, non-cash stock-based compensation, non-recurring legal expenses, severance expense, asset impairment, interest and taxes, and other non-cash expenses including change in fair value of notes payable. The legal expenses included are related to NASDAQ uplist costs, special proxy and charter work, and an employment dispute. The table below includes a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure. 22 Reconciliation of Adjusted EBITDA (Unaudited) ($ in thousands) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Income (loss) from continuing operations (GAAP Basis) $ 266 $ (533 ) $ 1,097 $ 1,221 Depreciation and amortization 127 101 245 196 Stock-based compensation 4 9 8 24 Non-recurring legal expenses 65 - 380 - Severance & related expense - 524 - 692 Asset impairment - lab supplies - 198 - 198 Lab supplies write-off 217 - 217 - Taxes expense 64 - 366 18 Note payable interest - 49 - 127 Other income/expense, net (9 ) 10 (18 ) 14 Change in fair value of note payable - 7 - (18 ) Adjusted EBITDA $ 734 $ 365 $ 2,295 $ 2,472 LIQUIDITY AND CAPITAL RESOURCES For the six months ended June 30, 2026, we had operating income from continuing operations of $1.4 million. As of June 30, 2026, we had cash and cash equivalents of $2.7 million, total current assets of $11.0 million and current liabilities of $5.0 million. As of July 31, 2026, we had approximately $2.7 million of cash and cash equivalents. During the six months ended June 30, 2026, net cash provided by operating activities was $0.4 million. The main component of cash provided by operating activities was our net income of $0.9 million and non-cash adjustments of $1.0 million, which were partially offset by a decrease in accrued salaries and bonus of $0.9 million and increase in accounts receivable of $0.7 million. During the six months ended June 30, 2025, net cash provided by operating activities was $1.8 million. The main component of cash provided by operating activities was our net income of $1.0 million. For both the six months ended June 30, 2026 and June 30, 2025, respectively, cash used in investing activities was $0.2 million which pertained to the purchase of lab equipment. For the six months ended June 30, 2026, there was no cash used in financing activities. For the six months ended June 30, 2025, cash used in financing activities was $2.5 million, which were payments made on our former Term Loan. We generated positive cash flows from operations for the six months ending June 30, 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 is seeking an uplisting of its Common Stock to Nasdaq, but no assurances can be given that a Nasdaq listing will be achieved. 23 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 restrictions or slowdowns in shipping or logistics, increases in demand for certain goods used in our operations, tariffs, or otherwise, could impact our operations in the near term. Critical Accounting Estimates See Note 5, Summary of Significant Accounting Policies and Note 15, 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. Off-Balance Sheet Arrangements None. 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. 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 June 30, 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 June 30, 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. 24 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 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 and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None. Item 5. Other Information None. 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. 25 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: August 10, 2026 Interpace Biosciences, Inc. (Registrant) /s/ Thomas W. Burnell Thomas W. Burnell President and Chief Executive Officer (Principal Executive Officer) Date: August 10, 2026 /s/ Christopher McCarthy Christopher McCarthy Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) 26