false Q1 --12-31 0001054102 0001054102 2026-01-01 2026-03-31 0001054102 2026-05-01 0001054102 2026-03-31 0001054102 2025-12-31 0001054102 us-gaap:SeriesCPreferredStockMember 2026-03-31 0001054102 us-gaap:SeriesCPreferredStockMember 2025-12-31 0001054102 us-gaap:TreasuryStockCommonMember 2026-03-31 0001054102 us-gaap:TreasuryStockCommonMember 2025-12-31 0001054102 2025-01-01 2025-03-31 0001054102 us-gaap:PreferredStockMember 2024-12-31 0001054102 us-gaap:CommonStockMember 2024-12-31 0001054102 us-gaap:TreasuryStockCommonMember 2024-12-31 0001054102 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001054102 us-gaap:RetainedEarningsMember 2024-12-31 0001054102 2024-12-31 0001054102 us-gaap:PreferredStockMember 2025-12-31 0001054102 us-gaap:CommonStockMember 2025-12-31 0001054102 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001054102 us-gaap:RetainedEarningsMember 2025-12-31 0001054102 us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001054102 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001054102 us-gaap:TreasuryStockCommonMember 2025-01-01 2025-03-31 0001054102 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001054102 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001054102 us-gaap:PreferredStockMember 2026-01-01 2026-03-31 0001054102 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001054102 us-gaap:TreasuryStockCommonMember 2026-01-01 2026-03-31 0001054102 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001054102 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0001054102 us-gaap:PreferredStockMember 2025-03-31 0001054102 us-gaap:CommonStockMember 2025-03-31 0001054102 us-gaap:TreasuryStockCommonMember 2025-03-31 0001054102 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001054102 us-gaap:RetainedEarningsMember 2025-03-31 0001054102 2025-03-31 0001054102 us-gaap:PreferredStockMember 2026-03-31 0001054102 us-gaap:CommonStockMember 2026-03-31 0001054102 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001054102 us-gaap:RetainedEarningsMember 2026-03-31 0001054102 us-gaap:SubsequentEventMember 2026-05-01 0001054102 2021-02-28 0001054102 us-gaap:DiscontinuedOperationsDisposedOfBySaleMember 2026-01-01 2026-03-31 0001054102 us-gaap:DiscontinuedOperationsDisposedOfBySaleMember 2025-01-01 2025-03-31 0001054102 us-gaap:EmployeeStockOptionMember 2026-01-01 2026-03-31 0001054102 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-03-31 0001054102 us-gaap:RestrictedStockUnitsRSUMember 2026-01-01 2026-03-31 0001054102 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-03-31 0001054102 IDXG:StockIncentivePlanMember 2026-01-01 2026-03-31 0001054102 IDXG:SalesAndMarketingMember 2026-01-01 2026-03-31 0001054102 IDXG:SalesAndMarketingMember 2025-01-01 2025-03-31 0001054102 IDXG:GeneralAndAdministrativeMember 2026-01-01 2026-03-31 0001054102 IDXG:GeneralAndAdministrativeMember 2025-01-01 2025-03-31 0001054102 us-gaap:SeriesBPreferredStockMember IDXG:ExchangeAgreementMember 2024-10-10 2024-10-10 0001054102 us-gaap:SeriesBPreferredStockMember IDXG:AmpersandLimitedPartnersMember IDXG:ExchangeAgreementMember 2024-10-10 2024-10-10 0001054102 us-gaap:SeriesBPreferredStockMember IDXG:OneThreeOneFiveCapitalMember IDXG:ExchangeAgreementMember 2024-10-10 2024-10-10 0001054102 us-gaap:SeriesCPreferredStockMember IDXG:ExchangeAgreementMember 2024-10-10 2024-10-10 0001054102 us-gaap:SeriesCPreferredStockMember IDXG:ExchangeAgreementMember 2024-10-10 0001054102 us-gaap:SeriesCPreferredStockMember IDXG:AmpersandLimitedPartnersMember IDXG:ExchangeAgreementMember 2024-10-10 2024-10-10 0001054102 us-gaap:SeriesCPreferredStockMember IDXG:OneThreeOneFiveCapitalMember IDXG:ExchangeAgreementMember 2024-10-10 2024-10-10 0001054102 us-gaap:SeriesCPreferredStockMember IDXG:OneThreeOneFiveCapitalMember IDXG:ExchangeAgreementMember 2024-10-10 0001054102 us-gaap:SeriesCPreferredStockMember 2026-01-20 2026-01-20 0001054102 us-gaap:SeriesCPreferredStockMember 2026-01-20 0001054102 IDXG:OneThreeOneFiveCapitalMember 2026-01-20 0001054102 IDXG:OneThreeOneFiveCapitalMember 2026-01-20 2026-01-20 0001054102 IDXG:AmpersandLimitedPartnersMember 2026-01-20 0001054102 IDXG:AmpersandLimitedPartnersMember 2026-01-20 2026-01-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

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

☐	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

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.

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.

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.

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.

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.

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.

	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.

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.

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:

	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):

	2026		2025
	Three Months Ended
	March 31,
	2026		2025
Options		246		277
Restricted stock units (RSUs)		125		158
Anti-dilutive securities		371		435

6. LEASES

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

	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:

	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.

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.

	2026		2025
	Three Months Ended
	March 31,
	2026		2025

Sales and marketing	$	4	$	9
General and administrative		-		6
Total stock compensation expense	$	4	$	15

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.

The following table presents reportable segment profit and loss, including significant expense categories, attributable to the Company’s reportable segment for the periods presented:

	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.

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

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.

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;

	●	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.

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	%

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.

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.

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.

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.

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.

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)

INTERPACE BIOSCIENCES, INC. 10-Q