Interpace Biosciences: securities offering (amended)

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filed with the Securities and Exchange Commission on December January 3, 2021 2022

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Registration Statement relates to: (a) non-transferable Subscription Rights to purchase Common

Common Stock on a pro rata basis without consideration; and (b) the shares of the Registrant's

stock, par value $0.001 $0.01 per share, issuable upon exercise of Subscription Rights (1)

Registration Statement relates to: (a) non-transferable Subscription Rights to purchase common stock of the Registrant, which Subscription Rights are to be issued to holders of the Registrant's common stock and holders of outstanding warrants the Registrant issued on January 25, 2017, March 22, 2017, June 21, 2017, October 12,

2017 and January 25, 2019 on a pro rata basis without consideration; and (b) the shares of the Registrant's common stock issuable upon the exercise of such non-transferable Subscription Rights pursuant to the Rights Offering.

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registration fee of $2,781.00 was previously paid in connection with the initial filing of this Registration Statement on December 3, 2021.

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TO COMPLETION, DATED DECEMBER 3, 2021

TO COMPLETION, DATED JANUARY 3, 2022

to [●] 4,184,707 Shares of Common Stock

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Biosciences, Inc. (the " Company ", " we ", " us " or " our ") is distributing to holders of our common stock, par value $0.01 per share, at no charge on a pro rata basis, non-transferable Subscription

Date "); provided, however, that we may not extend the Expiration Date by more than 30 calendar days past the original

Expiration Date. If you exercise your Subscription Rights, you may revoke such exercise before the Expiration Date by following the instructions herein. If the Expiration Date is extended, you may revoke your exercise of Subscription Rights at any time before 5:00 p.m., New York

Stock Transfer & Trust Company, LLC, our transfer agent, will serve as the subscription agent (the " Subscription Agent ")

Biosciences, Inc. (the " Company ", " we ",

is distributing to holders of our common stock, par value $0.01 per share, and holders of outstanding warrants we issued on January 25, 2017, March 22, 2017, June 21, 2017, October 12, 2017 and January 25, 2019 (the

" Eligible Warrants "), at no charge on a pro rata basis,

non-transferable Subscription Rights (" Subscription Rights ") to purchase shares of our common stock. We refer to the offering that is the subject of this prospectus as the " Rights Offering ." In the Rights Offering, you will receive one Subscription Right for each share of common stock owned at 5:00 p.m., New York City Time, on [●], 2021, the record date of the Rights Offering (the " Record

Offering ." In the Rights Offering, you will receive one Subscription Right for each share of common stock owned (including each share of common stock underlying the Eligible Warrants) at 5:00 p.m., New York City Time, on January

10, 2022, the record date of the Rights Offering (the " Record

Date "). Holders of Eligible Warrants are entitled to receive Subscription Rights without the exercise of the related warrants (subject to certain beneficial ownership limitations). The holders of our Series

Date "). The holders of our Series B convertible preferred stock, par value $0.01 per share (" Series B Preferred Stock "), have waived their right to receive Subscription Rights.

Stock "), have waived their right to receive Subscription Rights.

each Subscription Right held, you will be entitled to purchase one share 0.75 shares of common stock (" Basic Subscription Right ")

at a subscription price per whole share of $[●] [●] (the " Subscription Price "). We will not issue fractional shares in this Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. If the Rights Offering is not fully subscribed and you fully exercise your Subscription Rights, you will be entitled to exercise an over-subscription privilege to purchase additional shares of common stock that are not subscribed for by other Subscription Rights holders under the Rights Offering, such privilege being referred to as the " Over-Subscription Privilege ." Both the Basic Subscription Right and the Over-Subscription Privilege are collectively referred to as the " Subscription Rights ." The Subscription Rights will be a new issue of non-transferable securities with no prior trading market. We do not intend to list the Subscription Rights for trading on any securities exchange or recognized trading system.

Privilege are collectively referred to as the " Subscription Rights ." The Subscription Rights will be a new issue of non-transferable securities with no prior trading market. We do not intend to list the Subscription Rights for trading on any securities exchange or recognized trading system.

maximum aggregate number of offered shares of common stock listed on this cover page and elsewhere in this prospectus are is based on [●] an estimated 4,174,962 shares of common stock and 1,404,648 Eligible Warrants outstanding as of the Record Date.

Subscription Rights will expire if they are not exercised before 5:00 p.m., New York City Time, on [●], 2022, unless the Rights Offering is extended or earlier terminated by us in our sole discretion (as it may be so extended, or earlier terminated, the " Expiration Date "); provided, however, that we may not extend the Expiration Date by more than 30 calendar days past the original Expiration Date. If you exercise your Subscription Rights, you may revoke such exercise before the Expiration

Date by following the instructions herein. If the Expiration Date is extended, you may revoke your exercise of Subscription Rights at any time before 5:00 p.m., New York City Time, on the final Expiration Date as so extended. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable thereafter without interest or deduction.

intend to enter into a standby purchase agreement (the " Standby Purchase Agreement ") with Peter H. Kamin and certain of his affiliates ("together, the " Investors "), including 3K Limited Partnership (the " Standby Purchaser "), pursuant to which, and subject to the terms and conditions thereof, the Investors will agree to subscribe for their pro-rata pro rata share of the Rights Offering. We also expect the Standby Purchaser to agree to purchase, in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), all shares of common stock that are offered pursuant to Subscription Rights but not subscribed for at the expiration of the Rights Offering to (the extent that other holders elect not to exercise all of their respective Subscription " Standby Purchase Commitment ")

at a price per whole share equal to the Subscription Price less $0.15. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege.

Rights (the " Standby Purchase Commitment ") at a price per share equal to the Subscription Price less $0.15. The Investors as a group beneficially owned own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock). Upon the closing of the Rights Offering, the Company expects to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. In light of the Standby Purchase

Commitment, we anticipate that we will receive aggregate gross proceeds of at least $[●] million if the Rights Offering is completed, whether or not any of the holders, other than the Investors, exercise their Subscription Rights. Pursuant to the Standby Purchase Agreement, we also expect to grant the Standby Purchaser the right to designate a candidate for our board of directors and will cause our board of directors to appoint such candidate, effective as of the closing of the Rights Offering, and to nominate and recommend such candidate for each subsequent election; provided that the Standby Purchaser (together with its affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities).

Purchase Agreement, we also expect to grant the Investors the right to designate a candidate for our board of directors and will cause our board of directors to appoint such candidate, effective as of the closing of the Standby Purchase Commitment, and to nominate and recommend such candidate for each subsequent election; provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities). After the closing of the

Rights Offering, if no other holders exercise their Subscription Rights and the Investors and the Standby Purchaser purchase their committed amount of our common stock, we expect that as a group they will own 59.4% of our common stock outstanding or 30.6% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

Corporate Issuer Solutions, Inc. (" Broadridge ")

for the Rights Offering, and Broadridge Corporate Issuer Solutions, Inc. will serve as the information and subscription agent for the Rights Offering (the " Information Subscription Agent ").

The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or terminate the Rights Offering.

Agent ") for the Rights Offering. The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or terminate the Rights Offering. If you want to participate in this Rights Offering and are the record holder of your shares or Eligible Warrants, we recommend that you submit your subscription documents to the Subscription Agent well before the deadline. If you want to participate in this Rights Offering and hold shares through a broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. For a detailed discussion, see " Description of the Rights Offering ."

Offering and hold shares or Eligible Warrants through a broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. For a detailed discussion, see " Description of the Rights Offering ."

common stock is currently quoted on the OTCQX market of the OTC Markets Group, Inc. (" OTC ") under the symbol "IDXG."

"IDXG." The common stock to be issued in the Rights Offering, like our existing shares of common stock, will be quoted on the OTCQX market under the same symbol. On December 2, 31, 2021, the last reported sale price of our common stock was $7.26 $7.47 per share. There is no established public trading market for the Subscription Rights, and we do not intend to list or quote the Subscription Rights on any securities exchange or recognized trading system. You are urged to obtain a current price quote for our common stock before exercising your Subscription Rights.

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Before deducting estimated expenses of approximately $[●].

Assumes full exercise of the Subscription Rights to purchase an estimated 4,184,707 shares, before deducting estimated expenses of approximately $450,800.

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completion of the Rights Offering, stockholders holders of common stock who do not fully exercise their Subscription Rights will own a smaller proportional interest in the Company than if they had timely and fully exercised their Subscription Rights.

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Forward-looking statements 65 changes

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purpose of the Rights Offering is to increase our liquidity position, and to provide funds for fund our anticipated internal and external growth The proceeds of the Rights Offering will be used through potential strategic investments and partnerships, including product line acquisitions, and for general corporate and working capital purposes. See " Use of Proceeds ."

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are distributing, at no charge and on a pro rata basis, to all holders of our common stock and holders of Eligible Warrants as of the Record Date, non-transferable Subscription Rights to purchase shares of common stock. In the Rights Offering, you will receive one Subscription Right for each share of common stock (including each share of common stock underlying the Eligible Warrants) owned at 5:00 p.m., New York City Time, on the Record Date. For each Subscription Right held, you will receive one Basic Subscription Right to purchase one share 0.75 shares of common stock at the Subscription Price of $[●] per whole share and an Over-Subscription Privilege to subscribe for additional shares at the Subscription Price. We will not issue fractional shares in the this Rights Offering. you will receive one Basic Subscription Right for each share of common stock owned at 5:00 p.m., New York City Time, on the Record Date.

If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. Holders of Eligible Warrants are entitled to receive Subscription Rights without the exercise of the related warrants (subject to certain beneficial ownership limitations).

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maximum aggregate number of offered shares of common stock listed on the cover page and elsewhere in this prospectus are is based on [●] an estimated 4,174,962 shares of common stock and 1,404,648 Eligible Warrants outstanding as of the Record Date.

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The shares sold through the Over-Subscription Privilege will be sold at the same Subscription Price applicable to the Basic Subscription Rights. See the section in this prospectus under the caption "Description of the Rights Offering—Pro Rata Allocation."

if there is an insufficient number of shares to satisfy the Over-Subscription Privilege requests?

Subscription Right gives the holder the opportunity to purchase one share 0.75 shares of our common stock at the Subscription Price of $[●] per whole share. Each holder as of 5:00 p.m., New York City time, on the Record Date, will be granted one (1) Subscription Right for each one (1) share of our common stock owned (or underlying the Eligible Warrants) at that time. Each Subscription Right carries with it a Basic Subscription Right and an Over-Subscription there an Over-Subscription Privilege, as described below.

there an Over-Subscription Privilege?

If, and only if, you fully exercise your Basic Subscription Rights, you will also be able to exercise an Over-Subscription Privilege, which will allow you to purchase additional shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to the availability and pro rata allocation of shares among stockholders and Eligible Warrant holders exercising this Over-Subscription Privilege. You must state your intention to exercise your Over-Subscription Privilege at the same time that you exercise your Basic Subscription Rights. The shares sold through the Over-Subscription Privilege will be sold at the same Subscription Price applicable to the Basic Subscription Rights. See the section in this prospectus under the caption "Description of the Rights Offering—Pro if there is an insufficient number of shares to satisfy the Over-Subscription Privilege requests?

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If you are a record holder of

you are a record holder of our common stock and or a holder of an Eligible Warrant, the number of shares you may purchase pursuant to your Subscription Rights is indicated on the enclosed Subscription Rights Certificate. If you wish to participate in the Rights Offering, you must deliver to the Subscription Agent, prior to the Expiration Date, all of the following, which the Subscription Agent must receive (and funds must clear) before 5:00 p.m., New York City Time, on [●], 2022, which is [●] [●] calendar days after the anticipated effective date of this prospectus:

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you cannot deliver your Subscription Rights Certificate to the Subscription Agent before 5:00 p.m., New York City Time, on the Expiration Date, you may use the procedures for guaranteed delivery as described in " Description of the Rights Offering—Guaranteed you are a record holder of our common stock, the number of shares you may purchase pursuant to your Subscription Rights is indicated on the enclosed Subscription Rights Certificate. If you are a beneficial owner of shares of our common stock or Eligible Warrants that are registered in the name of a broker, dealer, bank or other nominee, you will not receive a Subscription Rights Certificate. Instead, we will issue one Subscription Right to such nominee record holder for each share of our common stock held (including the shares underlying the Eligible Warrants) by such nominee at the Record Date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares in the Rights Offering and follow the instructions provided by your nominee. See " Description of the Rights Offering—Exercise of Subscription Rights ."

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was the Subscription Price determined?

on [●] an estimated 4,174,962 shares of common stock outstanding as of the Record Date, assuming no other transactions involving our common stock prior to the expiration of the Rights Offering, we expect to have [●] a minimum of approximately 8,359,669 shares of our common stock issued and outstanding following the completion of the Rights Offering (including the Standby Purchase Commitment, if necessary). The minimum number of shares of common stock that we will issue in this Rights Offering assumes that the Investors fully subscribe for all [●] of the shares offered for purchase under their Basic Subscription Privilege in the Rights Offering and no other holders exercise their Subscription Rights, with all of the shares of common stock that are offered pursuant to Subscription Rights but not subscribed for in at the expiration of the Rights Offering with any remainder being issued pursuant to the Standby Purchase Commitment. was the Subscription Price determined?

Subscription Price of $[●] per share was determined by the Board of Directors based on many factors, including, among other things:

Pricing Committee of the Board of Directors (the " Pricing

Committee ") in its sole discretion. In making its determination, the Pricing Committee considered many factors, including, but not limited to: (i) a discount to the recent closing prices for our common stock preceding the commencement of the Rights Offering and the price at which our stockholders might be willing to participate in the Rights Offering, (ii) the amount of proceeds desired to achieve our financing goals, (iii) potential market conditions, (iv) historical and current trading prices for our common stock, and (v) through the negotiations with the Investors, for their willingness to enter into including the Standby Purchaser, and holders of our Series B Preferred Stock regarding the Rights Offering and the Standby Purchase Agreement at various price ranges. Commitment.

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You may exercise your Subscription Rights in part. For each Basic Subscription Right held, you will be entitled to purchase one share 0.75 shares of common stock at the Subscription Price. You must, however, exercise your full Basic Subscription Rights to be entitled to exercise the Over-Subscription Privilege. If you do not exercise any Subscription Rights, the number of shares of our common stock you own will not change, and you will not receive any additional shares of common stock. However, if you choose not to exercise your Subscription Rights in full, and we successfully complete the Rights Offering, including the sale to the Standby Purchaser of any unsubscribed shares to upon expiration of the Standby Purchaser, Rights Offering, your proportionate ownership interest in our company will decrease.

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If you received a Subscription

you received a Subscription Rights Certificate and elect to exercise any or all of your Subscription Rights, the Subscription Agent must receive your completed and signed Subscription Rights Certificate and payment for the Subscription Rights you elect to exercise before the Rights Offering expires on [●], 2022 at 5:00 p.m., New York City Time. If you hold your shares of common stock or Eligible Warrants in the name of a broker, dealer, bank or other nominee, your nominee may establish a deadline before the expiration of the Rights Offering by which you must provide it with your instructions to exercise your Subscription Rights, along with the required subscription payment.

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You may not sell, transfer or assign your Subscription Rights to anyone. The Subscription Rights will not be listed for trading quoted on the OTCQB or listed for trading on any stock exchange or market. The Subscription Rights Certificates may only be completed by the stockholder holder who receives them.

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There is no aggregate minimum we must receive to complete the Rights Offering. However, pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them. We also expect the Standby Purchaser to agree to purchase from us, upon expiration of the Rights Offering, all of the shares offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15.

The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege.

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holders of our common stock and holders of Eligible Warrants as of the Record Date for the Rights Offering will receive, at no charge, the non-transferable Subscription Rights to purchase additional shares of common stock as described in this prospectus. To the extent that our directors and officers hold shares of our common stock as of the Record Date, they will receive the Subscription Rights and, while they are under no obligation to do so, will be entitled to participate in the Rights Offering.

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provided that the Standby Purchaser (together with its affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities).

We also expect the Standby Purchaser to agree to purchase from us, upon expiration of the Rights Offering, all of the shares offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege.

We also expect the Standby Purchaser to agree to purchase from us, upon expiration of the Rights Offering, all shares that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15. The Investors as a group are one of our largest stockholders and beneficially owned own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock). Upon the closing of the Rights Offering, Standby Purchase Commitment, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. We also intend to grant the Standby Purchaser Investors the right to designate a candidate for our board of directors and cause our board of directors to appoint such candidate, effective as of the closing of the Rights Offering, Standby Purchase Commitment, and to nominate and recommend such candidate for each subsequent election; provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities). After the closing of the Rights Offering, if no other holders exercise their Subscription Rights and the Investors and the Standby Purchaser purchase their committed amount of our common stock, we expect that as a group they will own 59.4% of our common stock outstanding or 30.7% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

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objective is to raise $[●] million in gross proceeds from the Rights Offering. In the event that holders do not exercise all of the Subscription Rights, we would fall short of that objective. We therefore intend to enter into the Standby Purchase Agreement with the Investors to ensure we will receive at least $[●] million in gross proceeds from the Rights Offering. Upon the closing of the Rights Offering, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. The Standby Purchaser will be obligated to Purchase each share of common stock pursuant to the Standby Commitment, at a price per share equal to the Subscription the closing of the Rights Offering, we also expect to grant pay the Standby Purchaser the right to designate a candidate $750,000 for our board of directors and the Company has agreed to cause its board of directors to appoint such candidate to the board of directors, effective as of the closing guarantee of the Rights Offering. and to nominate and recommend such candidate for each subsequent election;

The Standby Purchaser will be obligated to purchase all of the remaining shares of common stock offered pursuant to Subscription Rights but not subscribed for at the expiration of the Rights Offering pursuant to the Standby Purchase Commitment at a price per whole share equal to the Subscription Price less $0.15.

to the Standby Purchase Agreement, the Investors will

have the right to designate a candidate for our board of directors and the Company has agreed to cause its board of directors to appoint such candidate to the board of directors, effective as of the closing of the Standby Purchase Commitment, and nominate and recommend such candidate for each subsequent election; provided that the Standby Purchaser Investors (together with its their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities). After the closing of the Rights Offering, if no other holders exercise their Subscription Rights and the Investors and the Standby Purchaser purchase their committed amount of our common stock, we expect that as a group they will own 59.4% of our common stock outstanding or 30.7% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

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In addition, at the closing of the Rights Offering,

In view of the Standby Purchaser's expected

Investors as a group are one of our largest stockholders and beneficially owned own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred giving effect to the Rights Offering and the Standby Purchase Commitment, we expect to issue a minimum of approximately [●] 4,184,707 shares of common stock in the Rights Offering, aggregate, as a result of which we will have an aggregate a minimum of approximately [●] 8,359,669 shares of common stock issued and outstanding following the Rights Offering If each of our stockholders as of and the Record Date purchases Standby Purchase Commitment (assuming no holders besides the full number of Investors exercise their Subscription Rights). If all the shares available in this Rights Offering are sold pursuant to which each such holder is entitled, the exercise of Subscription Rights, the Investors as a group would continue to beneficially own approximately 18.7% of our combined issued and outstanding common stock assuming no other shares of common stock are issued. If none of our stockholders or holders of Eligible Warrants as of the Record Date purchases purchase shares of common stock in the Rights Offering other than the Investors pursuant to their Basic Subscription Rights, then the Standby Purchaser will purchase, pursuant to the Standby Purchase Agreement, all of the remaining shares of common stock offered pursuant to Subscription Rights that remained unsubscribed for in the Rights Offering and the Investors as a group would own approximately [●]% 59.4% of our issued and outstanding common stock or 30.7% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock), assuming no other shares of common stock are issued.

to the Standby Purchase Agreement, we expect to grant the Standby Purchaser Investors the right to designate a candidate for our board of directors and have agreed to cause our board of directors to appoint such candidate, effective as of the closing of the Rights Offering, Standby Purchase Commitment, and nominate and recommend such candidate for each subsequent election; provided that the Standby Purchaser Investors (together with its their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities).

of the Investors' expected right to designate a member of our board of directors and the large percentage of our common stock currently owned by the Investors, together with the shares of common stock acquired by them pursuant to the Rights Offering and the Standby Offering Purchase Commitment (if any), we expect that the Investors will continue to have the ability to exert significant influence over our management and policies.

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Please see " The Standby Purchase Agreement " for further information, including conditions to the obligation of the Investors to consummate the transactions contemplated by the Standby Purchase Agreement.

to certain conditions and pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them and, additionally, upon expiration of the Rights Offering, we expect the Standby Purchaser to agree to purchase from us, at a price per whole share equal to the Subscription Price less $0.15, that number all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege. If all [●] the shares available in this Rights Offering are sold pursuant to the exercise of Subscription Rights, there will be no unsubscribed shares, and no excess shares will be sold to the Standby Purchaser pursuant to the Standby Purchase Agreement . Please see " The Standby Purchase Agreement " for further information, including conditions to the obligation of the Investors to consummate the transactions contemplated by the Standby Purchase Agreement.

the Investors Standby Purchaser receiving any fees for the Standby Purchase Commitment?

Purchase Commitment?

Upon the closing of the Rights Offering, Standby Purchase Commitment, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. In addition, The Standby Purchaser will also be entitled to a discount of $0.15 per whole share from the Subscription Price for each share of common stock purchased pursuant to the Standby Purchase Commitment. In addition, we expect to reimburse the Standby Purchaser for its reasonable legal and out-of-pocket expenses, whether or not the Rights Offering is completed.

the Board of Directors made a recommendation to stockholders holders of Subscription Rights regarding the Rights Offering?

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you are a stockholder of record (meaning you hold your shares of our common stock in your name and not through a broker, dealer, bank or other nominee) or the holder of record of an Eligible Warrant and you wish to participate in the Rights Offering, you must deliver a properly completed and signed Subscription Rights Certificate, together with full payment of the Subscription Price for the shares of common stock subscribed for, to the Subscription Agent before 5:00 p.m., New York City Time, on the Expiration Date. If you are exercising your Subscription Rights through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents and full payment for the shares of common stock subscribed for in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. You must pay for your Over-Subscription Privilege shares at the time you exercise your Basic Subscription Rights; provided, that, to the extent you are not allocated all requested shares pursuant to the Over-Subscription Privilege, any excess funds will be returned to you, without interest.

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Therefore, you will need to have your record holder act for you.

you hold your shares of our common stock or an Eligible Warrant in the name of a broker, dealer, bank or other nominee, then your broker, dealer, bank, or other nominee is the record holder of the shares or Eligible Warrants you beneficially own. The record holder must exercise the Subscription Rights on your behalf. Therefore, you will need to have your record holder act for you.

you wish to participate in the Rights Offering and purchase shares of common stock, please promptly contact the record holder of your shares or Eligible Warrants. We will ask the record holder, of your shares, who may be your broker, dealer, bank, or other nominee, to notify you of the Rights form of payment is required? Offering.

form of payment is required?

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check drawn on a U.S. bank payable to "American Stock Transfer & Trust Company, LLC, "Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Interpace Biosciences, Inc.";

check drawn on a U.S. bank payable to "American Stock Transfer & Trust Company, LLC, "Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Interpace Biosciences, Inc.";

postal money order payable to "American Stock Transfer & Trust Company, LLC, "Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Interpace Biosciences, Inc."; or ● Wire transfer of immediately available funds to the account maintained by the Subscription Agent (see the Subscription Rights Certificate for the wire instructions).

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we will not issue any stock certificates. If you are the holder of record of our common stock or the holder of an Eligible Warrant, you will receive a direct registration, or DRS, account statement from our transfer agent, American Stock Transfer & Trust Company, LLC, reflecting ownership of the shares of common stock that you have purchased in the Rights Offering. If you hold your shares of common stock or your Eligible Warrants in the name of a broker, dealer, bank, or other nominee who uses the services of the DTC, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering. You may request a statement of ownership from the nominee following the completion of the Rights Offering.

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all of the [●] 4,184,707 shares of common stock will be offered hereby are sold in the Rights Offering based on the combined exercise of the Basic Subscription Rights and Over-Subscription Privilege, we estimate that the net proceeds from the Rights Offering will be approximately $[●] million, based on a Subscription Price of $[●] per share and after deducting other expenses payable by us. Assuming only the Investors purchase their pro rata shares of common stock at a Subscription Price of $[●] per share (and no holders exercise their Over-Subscription Privilege in the Rights Offering) and assuming completion of the Standby Purchase Commitment for all the remainder shares of common stock offered pursuant to Subscription Rights but not subscribed for upon expiration of the [●] shares Rights Offering at a price per whole share equal to the Subscription Price less $0.15, we estimate that the net proceeds from the Rights Offering and Standby Purchase Commitment will be approximately $[●] million after deducting other estimated expenses payable by us.

intend to use the net proceeds from the Rights Offering to increase our liquidity position, to fund our anticipated internal and external growth through potential strategic investments and partnerships, including product line acquisitions, and for working capital and general corporate purposes. We cannot specify with certainty the particular uses of the net proceeds stated above, and our allocation of the proceeds may change depending on the success of our planned initiatives. See " Use of Proceeds " in this prospectus.

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Our Board of Directors may decide to terminate the Rights Offering at any time and for any reason before the expiration of the Rights Offering. We also have the right to extend the Rights Offering for additional periods in our sole discretion; provided , however , that we may not extend the Expiration Date of the Rights Offering by more than 30 days past the original Expiration Date. We do not presently intend to extend the Rights Offering. We will notify stockholders and the public if the Rights Offering is extended by issuing a press release announcing the extension no later than 9:00 a.m., New York City Time, on the next business day after the most recently announced expiration date of the Rights Offering. If we terminate the Rights Offering, we will issue a press release notifying stockholders and the public of the termination within one business day of such termination.

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Subscription Agent will hold Subscription Rights Certificates for stockholders or holders of Eligible Warrants having addresses outside the United States. To exercise Subscription Rights, non-U.S. stockholders must notify the Subscription Agent and timely follow other procedures described in the section entitled " The Rights Offering—Regulatory Limitations; No Offer Made to California Residents; No Unlawful Subscriptions ."

The distribution of the Subscription

Rights and the offer and sale of the shares of common stock issuable upon the exercise of Subscription Rights is not registered or otherwise qualified in California. Accordingly, the Rights Offering is not available to residents of California.

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your shares of common stock or Eligible Warrants are held in the name of a broker, dealer, bank or other nominee, then you should send your subscription documents and Subscription Payment to that broker, dealer, bank or other nominee. If you are the record holder, then you should send your subscription documents, Subscription Rights Certificate, notice of guaranteed delivery (if applicable) and Subscription Payment to the Subscription Agent by hand delivery, first class mail or courier service to:

you are the record holder of your shares of common stock or an Eligible Warrant, then you should send your subscription documents, Subscription Rights Certificate, notice of guaranteed delivery (if applicable) and Subscription Payment to the Subscription Agent by hand delivery, first class mail or courier service to:

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Stock Transfer & Trust Company, LLC

admin3@astfinancial.com

U.S. Postal Service:

Corporate Issuer Solutions, Inc.

BCIS Re-Organization Department

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you have other questions or need assistance, please contact the Information Subscription Agent, Broadridge Corporate Issuer Solutions, Inc., at (855) 793-5068 (toll free) (888) 789-8409 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com .

Prospectus summary 16 changes

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Subscription Right will entitle a holder to purchase one share of our common stock at a Subscription Price of $[●] per share.

are distributing to you, at no charge, non-transferable Subscription Rights to purchase shares of our common stock. You will receive one Subscription Right for each share of common stock owned (including each share of common stock underlying the Eligible Warrants) as of 5:00 p.m., New York City Time, on the Record Date. Holders of Eligible Warrants are entitled to receive Subscription Rights without the exercise of the related warrants(subject to certain beneficial ownership limitations).

each share of common stock held (including each share of common stock underlying the Eligible Warrants), you will be entitled to receive one Subscription Right.

Subscription Right will entitle a holder to purchase 0.75 shares of our common stock at a Subscription Price of $[●] per whole share. We will not issue fractional shares in this Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share.

and only if, you fully exercise your Basic Subscription Rights, you will also be able to exercise an Over-Subscription Privilege, which will allow you to purchase additional shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to the availability and pro rata allocation of shares among stockholders all holders validly exercising this Over-Subscription Privilege. You must state your intention to exercise your Over-Subscription Privilege at the same time that you exercise your Basic Subscription Rights. The shares sold through the Over-Subscription Privilege will be sold at the same Subscription Price applicable to the basic of Over-Subscription Privilege there are not enough shares of our common stock available to satisfy all subscriptions made under the Over-Subscription Privilege, we will allocate the remaining shares of our common stock pro rata, after eliminating all fractional shares, among those holders exercising the Over-Subscription Privilege. For more information regarding proration, including the precise formula for how your Subscription Rights pursuant to your Over-Subscription Privilege may be prorated, see " Description of the Rights Offering—Pro of Offering shares of common stock (which number is the maximum amount of shares of common stock available for purchase pursuant to the exercise of Subscription Rights based on [●] shares of common stock issued and outstanding as of the Record Date). Right.

of Over-Subscription Privilege

there are not enough shares of our common stock available to satisfy all subscriptions made under the Over-Subscription Privilege, we will allocate the remaining shares of our common stock pro rata, after eliminating all fractional shares, among those holders exercising the Over-Subscription Privilege. For more information regarding proration, including the precise formula for how your Subscription Rights pursuant to your Over-Subscription Privilege may be prorated, see " Description of the Rights Offering—Pro of Offering Approximately 4,184,707 shares of common stock issuable upon exercise of Subscription Rights (which number is the maximum amount of shares of common stock available for purchase pursuant to the exercise of Subscription Rights based on an estimated 4,174,962 shares of common stock and 1,404,648 Eligible Warrants outstanding as of the Record Date).

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p.m., New York City Time, on [●], 2021. January 10, 2022.

Subscription Rights will expire if they are not exercised before 5:00 p.m., New York City Time, on [●], 2021, 2022, unless the Rights Offering is extended or earlier terminated by us in our sole discretion.

of the Eligible Warrant Holders

of our outstanding warrants issued by us on January 25, 2017, March 22, 2017, June 21, 2017, October 12, 2017 and January 25, 2019 have the contractual right to participate in this Rights Offering. Each such holder of Eligible Warrants will receive one subscription right for each share of common stock underlying such holder's warrant. A total of 1,404,648 Subscription Rights will be issued to these warrant holders.

of Eligible Warrants (together with affiliates as determined in accordance with the applicable warrant) are not eligible to exercise Subscription Rights relating to the Eligible Warrants to the extent the holder would own more than 4.99% (up to 9.99% at the election of the holder) of the outstanding common stock of the Company after participation in the Rights Offering.

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you are a record holder of our common stock or the holder of an Eligible Warrant, you must properly complete and execute the Subscription Rights Certificate and forward it, together with your full Subscription Payment and, if applicable, notice of guaranteed delivery, to the Subscription Agent to be received before 5:00 p.m., New York City Time, on the Expiration Date.

you are a beneficial owner of shares of our common stock or the holder of an Eligible Warrant, meaning your shares of common stock or your Eligible Warrant are registered in the name of a broker, dealer, bank, or other nominee, you will not receive a Subscription Rights Certificate. Instead, we will issue one Subscription Right to such nominee record holder for each share of our common stock (including shares underlying the Eligible Warrants) held by such nominee at the Record Date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares of common stock in the Rights Offering and follow the instructions provided by your nominee.

intend to issue the shares of common stock in book-entry, or uncertificated, form to each subscriber as soon as practicable after completion of the Rights Offering. If you are the holder of record of our common stock or the holder of an Eligible Warrant, you will receive a direct registration, or DRS, account statement from our transfer agent, American Stock Transfer & Trust Company, LLC, reflecting your ownership of the shares of common stock that you have purchased in the Rights Offering. If you hold your shares of common stock or Eligible Warrant in the name of a broker, dealer, bank, or other nominee who uses the services of DTC, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering.

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expect the Investors to agree to purchase their pro-rata pro rata share of common stock in the Rights Offering pursuant to the exercise of their Basic Subscription Rights issued to them in the Rights Offering. In addition, we expect the Standby Purchaser to agree to purchase any and all unsubscribed of the shares of common stock offered pursuant to Subscription Rights which remain unsubscribed for at expiration of the Rights Offering in accordance with the Standby Purchase Agreement in a private placement pursuant to Section 4(a)(2) of the Securities Act. The Investors as a group beneficially owned own approximately 18.7% of our outstanding shares of common stock as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock). See " The Standby Purchase Agreement " for more information.

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Use of proceeds 3 changes

all of the [●] 4,184,707 shares of common stock offered will be sold in the Rights Offering based on the combined exercise of the Basic Subscription Rights and Over-Subscription Privilege, we estimate that the net proceeds from the Rights Offering will be approximately $[●] million, based on a Subscription Price of $[●] per share and after deducting other expenses payable by us. Assuming only the Investors purchase their pro rata shares of common stock at a Subscription Price of $[●] per share (and no holders exercise their Over-Subscription Privilege in the Rights Offering) and assuming completion of the Standby Purchase Commitment for the remainder of the [●] shares at a price per share equal to the Subscription Price less $0.15, we estimate that the net proceeds from the Rights Offering and Standby Purchase Commitment will be approximately $[●] million after deducting other estimated expenses payable by us.

intend to use the net proceeds from this offering to increase our liquidity position, to fund our anticipated internal and external growth through potential strategic investments and partnerships, including product line acquisitions, and for working capital and general corporate purposes. See " Use of Proceeds " in this prospectus.

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common stock is quoted on the OTCQX market of the OTC under the symbol "IDXG." The common stock to be issued in the Rights Offering, like our existing shares of common stock, will be quoted on the OTCQX market under the same symbol.

Risk factors 20 changes

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We do not intend to apply to list the Subscription Rights for trading on any securities exchange or any other market.

the Rights Offering, our stockholders and holders of Eligible Warrants will receive one non-transferable Subscription Right for each outstanding share of common stock owned (and each share of common stock underlying the Eligible Warrants) as of the Record Date, and for each Subscription Right held, a stockholder will be entitled shall entitle the holder to purchase one share 0.75 shares of common stock. We do not intend to apply to list the Subscription Rights for trading on any securities exchange or any other market.

Holders who do not fully

who do not fully exercise their Subscription Rights should expect that they will, at the completion of Rights Offering and the Standby Purchase Commitment, own a smaller proportional interest in us than would otherwise be the case had they fully exercised their Subscription Rights. After giving effect to the Rights Offering and the Standby Purchase Commitment, assuming no holders besides the Investors exercise their Subscription Rights and no other transactions involving the issuance of our common stock prior to the expiration of the Rights Offering, we will have a minimum of approximately [●] 8,359,669 shares of common stock outstanding, representing an a 100% increase in the outstanding shares of (or approximately 100%. 4,184,707 shares).

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determining the Subscription Price our Board of Directors [●] per share was determined by the Pricing Committee in its sole discretion. In making its determination, the Pricing Committee considered a number of many factors, including, but not limited to, a discount to the recent closing prices for our common stock preceding the initiation of the Rights Offering and the price at which our stockholders holders of Subscription Rights might be willing to participate in the Rights Offering, the amount of proceeds desired to achieve our financing goals, potential market conditions, historical and current trading prices for our common stock, and through the negotiations with the Investors, for their willingness to enter into including the Standby Purchaser, and holders of our Series B Preferred Stock regarding the Rights Offering and the Standby Purchase Agreement at various price ranges. Commitment. No valuation consultant or investment banker has opined upon the fairness or adequacy of the Subscription Price. The Subscription Price is not intended to bear any relationship to the book value of our assets or our past operations, cash flows, losses, financial condition, net worth, or any other established criteria used to value securities. You should not consider the Subscription Price to be an indication of the value of our company or the fair value of our common stock offered in the Rights Offering. After the date of this prospectus, our common stock may trade at prices below the Subscription Price.

The Subscription Price is not intended to bear any relationship to the book value of our assets or our past operations, cash flows, losses, financial condition, net worth, or any other established criteria used to value securities. You should not consider the Subscription Price to be an indication of the value of our company or the fair value of our common stock offered in the Rights Offering. After the date of this prospectus, our common stock may trade at prices below the Subscription Price.

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expect to use the net proceeds from the Rights Offering to increase our liquidity position, to fund our anticipated internal and external growth through potential strategic investments and partnerships, including product line acquisitions, and for working capital and general corporate purposes. We will have significant discretion in the use of the net proceeds of the Rights Offering, and it is possible that we may allocate the proceeds differently than you desire, or that we will fail to maximize our return on these proceeds. You will be relying on the judgment of our management with regard to the use of the proceeds from the Rights Offering, and you will not have the opportunity, as part of your investment decision, to assess whether you believe the proceeds are being used appropriately. See " Use of Proceeds " in this prospectus.

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Board of Directors reserves the right to amend or modify the terms of the Rights Offering. The amendments or modifications may be made for any reason and may adversely affect your Subscription Rights. These changes may include, for example, changes to the Subscription Price or other matters that may induce greater participation by our stockholders in the Rights Offering. If we make any fundamental change to the terms of the Rights Offering after the date of this prospectus, we will file a post-effective amendment to the registration statement of which this prospectus forms a part and offer subscribers the opportunity to cancel their subscriptions. In such event, we will issue refunds of the Subscription Payment to each stockholder holder of Subscription Rights subscribing to purchase shares of common stock in the Rights Offering and recirculate an amended prospectus after the post-effective amendment is declared effective by the SEC. If we extend the Expiration Date in connection with any post-effective amendment, we will allow holders of Subscription Rights a reasonable period of additional time to make new investment decisions on the basis of the new information set forth in the prospectus that will form a part of the post-effective amendment. In such event, we will issue a press release announcing the changes to the Rights Offering and the new Expiration Date. Even if an amendment does not rise to the level that is fundamental and would thus require us to offer to return your Subscription Payment, the amendment may nonetheless adversely affect your rights and any prospective return on your investment.

we terminate the Rights Offering for any reason,

we terminate the Rights Offering for any reason, or the Investors terminate the Standby Purchase Agreement under certain circumstances, we will have no obligation other than to return Subscription Payments as soon as practicable.

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of Subscription Rights who desire to purchase shares of common stock in this Rights Offering must act on a timely basis to ensure that all required forms and payments are actually received by the Subscription Agent before 5:00 p.m., New York City Time, on the Expiration Date. If you are a beneficial owner of shares of common stock or the holder of an Eligible Warrant and you wish to exercise your Subscription Rights, you must act promptly to ensure that your broker, dealer, bank, trustee or other nominee acts for you and that all required forms and payments are actually received by your broker, dealer, bank, trustee or other nominee in sufficient time to deliver such forms and payments to the Subscription Agent to exercise the Subscription Rights granted in this Rights Offering that you beneficially own before 5:00 p.m., New York City Time, on the Expiration Date, as the same may be extended. We will not be responsible if your broker, dealer, bank, trustee or other nominee fails to ensure that all required forms and payments are actually received by the Subscription Agent before 5:00 p.m., New York City you fail to complete and sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the subscription procedures that apply to your exercise of Subscription Rights in this Rights Offering, the Subscription Agent may, depending Time, on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the Subscription Agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures. Expiration Date.

you fail to complete and sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the subscription procedures that apply to your exercise of Subscription Rights in this Rights Offering, the Subscription Agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the Subscription Agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

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do not know how many stockholders holders of Subscription Rights will participate in the Rights Offering.

from the Investors, who we expect to agree, pursuant to the Standby Purchase Agreement, to exercise in full the Basic Subscription Rights they receive and to provide the Standby Purchase Commitment, we have no other agreements or understandings with any persons or entities with respect to their exercise of rights or their participation as an underwriter, broker or dealer in the Rights Offering. We therefore do not know how many other stockholders, holders of Subscription Rights, if any, will participate in the Rights Offering. If the closing of the transaction contemplated by the Standby Purchase Agreement does not occur and the Rights Offering is not otherwise fully subscribed, we may not have the capital necessary to fund our contemplated uses of the net proceeds of the Rights Offering and might need to look to other sources of funding for these contemplated uses. There is no assurance that these alternative sources will be available and at what cost.

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will not have any rights in the shares of common stock that you purchase in the Rights Offering until such shares of common stock are actually issued to and received by you. We intend to issue the shares as soon as reasonably possible practicable after the expiration of the Rights Offering; however, there may be a delay between the Expiration Date of the Rights Offering and the date the shares of common stock are actually issued and delivered to you. You may not be able to resell the shares of common stock until you, or your nominee, if applicable, have actually received those shares.

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the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects, for U.S. federal income tax purposes, we believe and intend to take the position that the distribution of the Subscription Rights in this Rights Offering generally should be a non-taxable distribution to holders of shares of common stock and Eligible Warrants under Section 305(a) of the Internal Revenue Code of 1986, as amended (the " Code "). Please see the discussion on the " Material U.S. Federal Income Tax Considerations " below. This position is not binding on the Internal Revenue Service (" IRS "), or the courts, however. If the Rights Offering is deemed to be part of a "disproportionate distribution" under Section 305 of the Code, your receipt of Subscription Rights in the Rights Offering may be treated as the receipt of a taxable distribution to you equal to the fair market value of the Subscription Rights. Any such distribution would be treated as dividend income to the extent of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. Each holder of shares of common stock Subscription Rights is urged to consult his, her or its own tax advisor with respect to the particular tax consequences of the Rights Offering.

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believe that there it is a significant possibility likely that either (i) transactions undertaken in recent years or (ii) a combination of such prior transactions, the Rights Offering and the purchase of shares pursuant to the Standby Purchase Agreement have caused, or will cause, an ownership change that would limit our ability to utilize pre-ownership change net operating loss carryforwards in the future.

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of the delisting of our common stock from Nasdaq and listing quotation on the OTCQX;

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have a total of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock authorized for issuance. As of December 31, 2021, we had 95,805,889 shares of common stock and 4,953,000 shares of preferred stock available for issuance.

have a total of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock authorized for issuance. As of December 1, 2021, we had 95,805,889 shares of common stock and 4,953,000 shares of preferred stock available for issuance. As of December 1, 31, 2021, we have reserved 984,875 1,107,375 shares of our common stock for issuance under our 2019 Equity Incentive Plan and 25,715 shares of our common stock for issuance under our Employee Stock Purchase Plan and 698,212 602,077 additional shares available for future grants of awards under our 2019 Equity Incentive Plan as well as warrants for 1,404,648 shares of our common stock outstanding at prices ranging from $9.40 to $46.90 per warrant share. As of December 1, 31, 2021, the aggregate number of shares of common stock that may be issued through conversion of all of the outstanding Series B Preferred Stock is 7,833,334. Provided that we have a sufficient number of unreserved authorized capital stock available, we may seek financing that could result in the issuance of additional shares of our capital stock and/or rights to acquire additional shares of our capital stock. We may also make acquisitions that result in issuances of additional shares of our capital stock. Those additional issuances of capital stock could result in substantial dilution of our existing stockholders. Furthermore, the book value per share of our common stock may be reduced. This reduction would occur if the exercise price of any issued warrants, the conversion price of any convertible notes or the conversion ratio of any issued preferred stock is lower than the book value per share of our common stock at the time of such exercise or conversion. Additionally, new investors in any subsequent issuances of our securities could gain rights, preferences and privileges senior to those of holders of common stock.

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Dilution 61 changes

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on the sale by us in the Rights Offering of a maximum of 4,174,447 shares of common stock (consisting of 4,174,447 shares of common stock, which numbers of shares of common stock are estimated amounts, calculated by using the number of 4,184,707 shares of common stock outstanding as of September 30, 2021) at the Subscription Price of $[●] per share, our pro forma net tangible book value as of September 30, 2021 would have been approximately $[●] million, or $[●] per share. This represents an immediate dilution in pro forma net tangible book value to existing stockholders of $[●] per share and an immediate increase to purchasers in the Rights Offering of $[●] per share. The following table illustrates this pro forma per-share dilution:

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are distributing, at no charge, to all holders of our common stock and holders of Eligible Warrants on the Record Date, non-transferable Subscription Rights, consisting of a Basic Subscription Right and Over-Subscription Privilege, to purchase shares of common stock at a Subscription Price per share of $[●]. See " —Subscription Price " below . In the Rights Offering, you will receive one Subscription Right for each share of common stock owned at 5:00 p.m., New York City Time, on the Record Date. For each Subscription Right held, you will be entitled to purchase one share of common stock at the Subscription Price through your Basic Subscription Right. You will also be able to exercise an Over-Subscription Privilege, which will allow you to purchase additional shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to the availability and pro rata allocation of shares among stockholders exercising this Over-Subscription Privilege.

In the Rights Offering, you will receive one (1) Subscription Right for each share of common stock (including each share of common stock underlying the Eligible Warrants) owned at 5:00 p.m., New York City Time, on the Record Date. Holders of Eligible Warrants are entitled to receive Subscription Rights without the exercise of the related warrants (subject to certain beneficial ownership limitations). For each Subscription Right held, you will be entitled to purchase 0.75 shares of common stock at the Subscription Price through your Basic Subscription Right. We will not issue fractional shares in this Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. You will also be able to exercise an Over-Subscription Privilege, which will allow you to purchase additional shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to the availability and pro rata allocation of shares among stockholders exercising this Over-Subscription Privilege.

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The Subscription Rights granted to you are non-transferable. The Subscription Rights will be a new issue of securities with no prior trading market. We do not intend to apply to list the Subscription Rights for trading on any exchange or any other market maximum aggregate number of shares of common stock we are offering as disclosed in this prospectus are what we are offering is based on [●] an estimated 4,174,962 shares of common stock and 1,404,648 Eligible Warrants outstanding as of the Record Date, with 0.75 shares being issued for each share outstanding.

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holder as of 5:00 p.m., New York City time, on the Record Date, will be granted one (1) Subscription Right for each one (1) share of our common stock owned (including each share underlying the Eligible Warrants) at that time. Each Subscription Right gives the holder a Basic Subscription Right to purchase one share 0.75 shares of our common stock for $[●] per whole share. For example, if you owned 100 shares of our common stock (or had the right to purchase 100 shares pursuant to the exercise of an Eligible Warrant) as of the Record Date, you would receive 100 Subscription Rights and would have the right to purchase 100 75 shares of common stock for $[●] per whole share with your Basic Subscription Right. We will not issue fractional shares in this Rights Offering.

If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share.

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and only if, you fully exercise your Basic Subscription Rights, you will also be able to exercise an Over-Subscription Privilege, which will allow you to purchase additional shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to the availability and pro rata allocation of shares among stockholders holders exercising this Over-Subscription Privilege. You must state your intention to exercise your Over-Subscription Privilege at the same time that you exercise your Basic Subscription Rights. The shares sold through the Over-Subscription Privilege will be sold at the same Subscription Price applicable to the Basic Subscription Right.

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there are not enough shares of our common stock to satisfy all subscriptions made under the Over-Subscription Privilege, we will allocate the remaining shares of our common stock pro rata, after eliminating all fractional shares, among those holders exercising the Over-Subscription such subscriber will receive a number of shares equal to the product (disregarding fractions) obtained by multiplying the number of shares of remaining common stock offered pursuant to the Subscription Rights by a fraction of which the numerator is the number of shares subscribed for by that participant under the Over-Subscription Privilege and the denominator is the aggregate number of shares of remaining stock subscribed for by all participants under the Over-Subscription Privilege. Any fractional shares to which persons Eligible Warrants exercising their the Over-Subscription Privilege. would otherwise be entitled pursuant to such allocation shall be rounded down to the nearest whole share.

the extent the Unsubscribed Shares are not sufficient to satisfy all of the properly exercised Over-Subscription Rights, then the Unsubscribed Shares will be prorated among those who properly exercised Over-Subscription Rights based on the ratio of the number of shares requested by each such holder relative to the total amount properly requested by all holders. Any excess subscription payment received by the Subscription Agent will be returned, without interest, within ten (10) business days following the determination of the shares of common stock to which such holder is entitled pursuant to the Over-Subscription Right.

Each such subscriber properly exercising its Over-Subscription Privilege will receive a number of shares based on the ratio of shares requested by each subscriber pursuant to the Over-Subscription Privilege relative to the total amount properly requested by all holders pursuant to the Over-Subscription Privilege. The Over-Subscription Privilege will not impact the Basic Subscription Rights of any holder. Any fractional shares to which persons exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the nearest whole share.

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of Subscription Rights

Fractional Rights or Shares

will not issue fractional shares or cash in lieu in this Rights Offering. If the number of Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. Our Subscription Agent for the Rights Offering will determine the number of shares based on such rounding.

excess subscription payments for shares will be returned by mail, without interest or deduction, within ten (10) business days after the expiration of the Rights Offering.

Subscription Price of $[●] [●] per share was determined by the Board of Directors based on Pricing Committee in its sole discretion. In making its determination, the Pricing Committee considered many factors, including, among other things, but not limited to, a discount to the recent closing prices for our common stock preceding the initiation of the Rights Offering and the price at which our stockholders might be willing to participate in the Rights Offering, the amount of proceeds desired to achieve our financing goals, potential market conditions, historical and current trading prices for our common stock, and through the negotiations with the Investors, for their willingness to enter into including the Standby Purchaser, and holders of our Series B Preferred Stock regarding the Rights Offering and the Standby Purchase Agreement at various price ranges. Commitment. The Subscription Price was not determined on the basis of any investment bank or third-party valuation that was commissioned by us. The Subscription Price does not bear any particular relationship to the book value of our assets, past operations, cash flows, losses, financial condition or other criteria for ascertaining value. You should not consider the Subscription Price as an indication of the value of our company or any inherent value of shares of our common stock. The Board of Directors reserves the right, exercisable in its sole discretion, to change the Subscription Price or determine to cancel or otherwise alter the terms of the Rights Offering. After the date of this prospectus, our common stock may trade at prices below the Subscription Price. You should obtain a current price quote for our common stock before exercising your Subscription Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this Rights Offering. of Subscription Rights The Subscription Rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your Subscription Rights to anyone. The Subscription Rights will not be quoted on the OTCQB or listed for trading on any other market or stock exchange.

Subscription Rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your Subscription Rights to anyone. The Subscription Rights will not be listed for trading on the OTCQB or any other market or stock exchange. The shares of our common stock issuable upon exercise of the Subscription Rights will be listed quoted on the OTCQB under the ticker symbol "IDXG."

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may exercise some, all, or none of your Subscription Rights. For each Subscription Right held, you will be entitled to purchase one share 0.75 shares of common stock at the Subscription Price. We will not issue fractional shares in this Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. If you do not exercise any of your Subscription Rights, the number of shares of our common stock you own will not change. If you do not exercise your Basic Subscription Rights in full, you will suffer dilution of your percentage ownership of our common stock relative to our other stockholders. We anticipate that we will issue approximately [●] shares of our common stock in this Rights Offering. Subject to certain conditions and pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them. We also expect the Standby Purchaser to agree to purchase from us, upon expiration of the Rights Offering, all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15. Accordingly, [●] a minimum of approximately 4,184,707 additional shares of common stock in the aggregate will be issued in connection with the Rights Offering and the Standby Purchase Commitment. Your ownership interest will be diluted following the consummation of the Rights Offering if you do not exercise your Subscription Rights in full. You can avoid such dilution by fully exercising such Subscription Rights.

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by Stockholders of Record and Holders of Eligible Warrants : If you are a stockholder of record or a holder of Eligible Warrants, the number of shares of common stock you may purchase pursuant to your Subscription Rights is indicated on the enclosed Subscription Rights Certificate. You may exercise your Subscription Rights by properly completing and executing the Subscription Rights Certificate and forwarding it, together with your full payment and, if applicable, notice of guaranteed delivery, to the Subscription Agent at the address given below under "Subscription Agent," to be received before 5:00 p.m., New York City Time, on the Expiration Date.

by Beneficial Owners : If you are a beneficial owner of shares of our common stock or an Eligible Warrant that are registered in the name of a broker, dealer, bank or other nominee, you will not receive a Subscription Rights Certificate. Instead, we will issue one Subscription Right to such nominee record holder for each share of our common stock (including shares underlying the Eligible Warrants) held by such nominee at the Record Date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares of common stock in the Rights Offering and follow the instructions provided by your nominee.

The Subscription Agent for the

Subscription Agent for the Rights Offering is American Stock Transfer & Trust Company, LLC. Broadridge Corporate Issuer Solutions, Inc. The address to which Subscription Rights Certificates and payments should be mailed or delivered by overnight courier is provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that you allow a sufficient number of days to ensure delivery to the Subscription Agent before the Rights Offering expires. Do not send or deliver these materials to us.

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Stock Transfer & Trust Company, LLC

admin3@astfinancial.com

U.S. Postal Service:

Corporate Issuer Solutions, Inc.

BCIS Re-Organization Department

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check drawn on a U.S. bank payable to "American Stock Transfer & Trust Company, LLC, "Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Interpace check drawn on a U.S. bank payable to "American Stock Transfer & Trust Company, LLC, "Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Interpace postal money order payable to "American Stock Transfer & Trust Company, LLC, "Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Interpace Biosciences, transfer of immediately available funds to the account maintained by the Subscription Agent (see the Subscription Rights Certificate for the wire instructions).

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you do not have adequate time to deliver the Subscription Rights Certificate evidencing your Subscription Rights to the Subscription Agent prior to the expiration of the Rights Offering, you may still participate in the Rights Offering if you follow the guaranteed delivery procedures set forth below prior to the expiration of the Rights Offering:

you have any questions or comments regarding completion of the materials, or the Rights Offering or exercise of your Subscription Rights in general, please contact the Information Subscription Agent for this Rights Offering, Broadridge Corporate Issuer Solutions, Inc. , at (855) 793-5068 (toll free) (888) 789-8409 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com. You should direct any requests for additional copies of this prospectus to the Information Subscription you do not have adequate time to deliver the Subscription Rights Certificate evidencing your Subscription Rights to the Subscription Agent prior to the expiration of the Rights Offering, you may still participate in the Rights Offering if you follow the guaranteed delivery procedures set forth below prior to the expiration of the Rights Offering:

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you have any questions or comments regarding completion or delivery of the notice of guaranteed delivery, please contact the Information Subscription Agent, Broadridge Corporate Issuer Solutions, Inc. , at (855) 793-5068 (toll free) (888) 789-8409 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com.

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you are a record holder of our common stock or a holder of an Eligible Warrant, the number of shares of common stock you may purchase pursuant to your Subscription Rights is indicated on the enclosed Subscription Rights Certificate. If you hold your shares of common stock in the name of a broker, dealer, bank or other nominee who uses the services of DTC, you will not receive a Subscription Rights Certificate. Instead, DTC will issue one Subscription Right to your nominee record holder for every share of our common stock (including shares underlying the Eligible Warrants) that you beneficially own as of the Record Date. If you are not contacted by your nominee, you should contact your nominee as soon as possible.

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If we terminate the Rights Offering, we will issue a press release notifying stockholders you and the public of the termination within one business day of such termination.

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on [●] an estimated 4,174,962 shares of common stock outstanding as of the Record Date, assuming no other transactions by us involving our common stock prior to the expiration of the Rights Offering, if the Rights Offering is completed (including the Standby Purchase Commitment, if necessary), [●] a minimum of approximately 8,359,669 shares of our common stock will be issued and outstanding, assuming no holders other than the Investors exercise their Subscription Rights. The exact number of shares of common stock that we will issue in this Rights Offering will depend on the number of shares of common stock that are subscribed for in the Rights Offering.

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you are a broker, dealer, bank or other nominee that holds shares of our common stock for the account of others on the Record Date, you should notify the beneficial owners of the shares for whom you are the nominee of the Rights Offering as soon as possible to learn their intentions with respect to exercising their Subscription Rights. If a beneficial owner of our common stock so instructs, you should complete the Subscription Rights Certificate and submit it to the Subscription Agent with the proper subscription payment by the Expiration Date.

you are a broker, dealer, bank or other nominee that holds shares of our common stock or an Eligible Warrant for the account of others on the Record Date, you should notify the beneficial owners of the shares or Eligible Warrants for whom you are the nominee of the Rights Offering as soon as possible to learn their intentions with respect to exercising their Subscription Rights. If a beneficial owner of our common stock or an Eligible Warrant so instructs, you should complete the Subscription Rights Certificate and submit it to the Subscription Agent with the proper subscription payment by the Expiration Date. You may exercise the number of Subscription Rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock (including shares underlying the Eligible Warrants) on the Record Date; provided that you, as a nominee record holder, make a proper showing to the Subscription Agent by submitting the form entitled "Nominee Holder Certification," which is provided with your Rights Offering materials. If you did not receive this form, you should contact our Subscription Agent to request a copy.

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Limitations; No Offer Made to California Residents; No Unlawful Subscriptions will not mail this prospectus or Subscription Rights Certificates to stockholders or holders of record Eligible Warrants with addresses that are outside the United States or that have an army post office or foreign post office address. The Subscription Agent will hold these Subscription Rights Certificates for their account. To exercise Subscription Rights, our foreign stockholders holders must notify the Subscription Agent before 5:00 p.m., New York City Time, on [●], 2021, 2022, the third business day prior to the Expiration Date, of your exercise of Subscription Rights and provide evidence satisfactory to us, such as a legal opinion from local counsel, that the exercise of such Subscription Rights does not violate the laws of the jurisdiction in which such stockholder holder resides and provide payment by a U.S. bank in U.S. dollars before the expiration of the Rights Offering. If no such notice is received by such time or the evidence presented is not satisfactory to us, the Subscription Rights represented thereby will expire.

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is no aggregate minimum subscription we must receive to complete the Rights Offering. However, pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them to purchase their pro rata shares of common stock. At the expiration of the Rights Offering, we expect the Standby Purchaser to agree to purchase from us, at a price per share equal to the Subscription Price less $0.15, all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for pursuant to the exercise of Subscription Rights (including the Over-Subscription Privilege). The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege. Accordingly, even if no stockholders other than the Investors exercise their rights, we will receive approximately $[●] million in aggregate gross proceeds.

you wish to exercise your Subscription Rights, the only cost to you will be the payment of the Subscription Price for purchase of the shares of common stock. We will pay all fees charged by the Subscription Agent and Information Agent. expenses in connection with the Rights Offering. We will not charge any fees or commissions in connection with the issuance of the Subscription Rights to you or the exercise of your Subscription Rights. If you hold your shares of common stock through a nominee, you may be required to pay your nominee certain service or administration fees in connection with the exercise of your Subscription Rights. Please check with your nominee in such regard. We are not responsible for covering or reimbursing any such fees.

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you are the holder of record of our common stock or the holder of an Eligible Warrant, you will receive a direct registration, or DRS, account statement of ownership from our transfer agent, American Stock Transfer & Trust Company, LLC, reflecting the shares of common stock that you have acquired in the Rights Offering.

you hold your shares of common stock or an Eligible Warrant in the name of a broker, dealer, bank, or other nominee who uses the services of DTC, DTC will credit your account with your nominee with the securities you acquire in the Rights Offering. You may request a statement of ownership from the nominee following the completion of the Rights Offering.

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to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them.

holders of our common stock and Eligible Warrants as of the Record Date for the Rights Offering will receive, at no charge, the non-transferable Subscription Rights to purchase shares of our common stock as described in this prospectus. To the extent that our directors and officers hold shares of our common stock as of the Record Date, they will receive the Subscription Rights and, while they are under no obligation to do so, will be entitled to participate in the Rights Offering. For information on the holdings of our officers and directors, see the section titled " Security Ownership of Certain Beneficial Owners and Management ."

to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them. We also expect the Standby Purchaser to agree to purchase from us, upon expiration of the Rights Offering, all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege. The Investors as a group are one of our largest stockholders and beneficially owned own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

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the closing of the Rights Offering, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering .

We also expect to enter into a registration rights agreement with the Investors, pursuant to which we will use our best efforts to register for resale all of the unregistered shares of common stock then held by the Investors following the closing of the Rights Offering and any shares then held by the Investors that would otherwise be subject to Rule 144 limitations.

For more information, see the section titled " The Standby Purchase Agreement ."

objective is to raise $[●] million in gross proceeds from our Rights Offering. In the event that all Subscription Rights are not exercised, we would fall short of that objective. We therefore intend to enter into the Standby Purchase Agreement with the Investors, to ensure we will receive at least $[●] million in gross proceeds from this Rights Offering. The Investors as a group are one of our largest stockholders and beneficially owned own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

to certain conditions and pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them. We also expect the Standby Purchaser to agree to purchase all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15, in a private placement pursuant to Section 4(a)(2) of the Securities Act. After the closing of the Rights Offering, if no other holders exercise their Subscription Rights and the Investors and the Standby Purchaser purchase their committed amount of our common stock, we expect that as a group they will own 59.4% of our common stock outstanding or 30.6% of our fully-diluted shares of common stock (assuming the conversion of all [●] outstanding Series B Preferred Stock). The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege. If all shares available in this Rights Offering are sold pursuant to the exercise of Subscription Rights, there will be no unsubscribed shares, and no excess shares will be sold to the Standby Purchaser pursuant to the Standby Purchase Agreement.

Pursuant to the closing of the Standby Purchase Agreement, at Commitment, we expect to pay the closing Standby Purchaser $750,000 for its guarantee of the Rights Offering . Pursuant to the Standby Purchase Agreement, we also intend to grant the Standby Purchaser Investors the right to designate a candidate for our board of directors and cause our board of directors to appoint such candidate, effective as of the closing of the Rights Offering, Standby Purchase Commitment, and to nominate and recommend such candidate for each subsequent election; provided that the Standby Purchaser (together with its affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities).

provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities). We also expect to enter into a registration rights agreement with the Investors, pursuant to which we will use our best efforts to register for resale all of the shares of common stock held by the Investors from time to time, subject to certain exceptions. For more information, see the section titled " The Standby Purchase Agreement ."

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We intend to enter into a Standby

intend to enter into a Standby Purchase Agreement with the Investors, pursuant to which the Investors will agree to exercise in full the Basic Subscription Rights issued to them and the Standby Purchaser will agree to purchase from us all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per whole share equal to the Subscription Price less $0.15. The purchase of any unsubscribed for shares in the Standby Offering Purchase Commitment will be through an unregistered private placement offering of the shares pursuant to Section 4(a)(2) of the Securities Act to the Standby Purchaser. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege and the Standby Purchaser has no obligation to purchase any shares offered to the holders of Eligible Warrants.

addition, we expect to enter into a registration rights agreement with the Investors at the closing of the Standby Purchase Commitment, pursuant to which we will use our best efforts to register for resale all of the unregistered shares of common stock then held by the Investors following the closing of the Rights Offering and any shares then held by the Investors that would otherwise be from time to time, subject to Rule 144 limitations. certain exceptions.

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to the Standby Purchase Agreement, at the closing of the Rights Offering, the Company and the Standby Purchaser expect to we will enter into an Investor Rights Agreement with the Investors at the closing of the Standby Purchase Commitment. Pursuant to the Investor Rights Agreement, we expect to grant the Standby Purchaser Investors will have the right to designate a candidate for our board of directors and we will cause our board of directors to appoint such candidate, effective as of the closing of the Rights Offering, Standby Purchase Commitment, and to will nominate and recommend such candidate for each subsequent election; provided that the Standby Purchaser Investors (together with its their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities).

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whether or not the Rights Offering is consummated. We will also pay all of our expenses associated with this prospectus, the registration statement of which this prospectus forms a part and the Rights Offering.

will pay all of our expenses associated with this prospectus, the closing registration statement of which this prospectus forms a part and the Rights Offering. Upon the closing of the Standby Purchase Commitment, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. At the closing of the Rights Offering, We will have also agreed to reimburse the Investors for their reasonable legal and professional out-of-pocket expenses in connection with this transaction, We will also reimburse whether or not the Investors for their reasonable legal and professional out-of-pocket expenses. Rights Offering is consummated.

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expect the Investors to agree to indemnify us and our affiliates and each of our respective officers, directors, partners, employees, agents and representatives from and against any and all losses arising out of or relating to any inaccuracy in or breach of the Investors' representations or warranties contained in the Standby Purchase Agreement or the Investors' breach of any agreement or covenant made by them in the Standby Purchase Agreement.

a condition to consummation of the Standby Purchase Commitment, we expect to enter into a Registration Rights Agreement with the Investors, pursuant to which they may request that we register for resale all of the unregistered shares of common stock then held by the Investors following the closing of the Rights Offering and any shares then held by the Investors that would otherwise be subject to Rule 144 limitations. The Investors may exercise their registration rights at any time after the consummation of the Rights Offering.

Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Standby Purchase Agreement, which subsequent information may or may not be fully reflected in our public disclosures.

a condition to consummation of the Standby Purchase Commitment, we expect to agree enter into a Registration Rights Agreement with the Investors at the closing of the Standby Purchase Commitment, pursuant to which they may request that we register for resale all of the shares of common stock held by the Investors from time to time, subject to certain exceptions. The Investors may exercise their registration rights at any time after the consummation of the Standby Purchase Commitment. We have agreed to reimburse the Investors for all reasonable legal and professional out-of-pocket costs and expenses they incur in connection with the Rights Offering (regardless of whether the transactions contemplated by the Standby Purchase Agreement are consummated) and the exercise (if any) of their registration rights. We may not be obligated to file or maintain the effectiveness of a registration statement covering such shares if our Board of Directors reasonably determines that proceeding with such an offering would require the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be in the Company's best interests, or that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries taken as a whole or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason.

foregoing description is a summary only and is qualified in its entirety by reference to the Standby Purchase Agreement, Registration Rights Agreement and Investor Rights Agreement, the forms of which is are attached as an exhibit exhibits to the registration statement of which this prospectus forms a part. The Standby Purchase Agreement Such description is not intended to be a source of factual, business or operational information about us or our subsidiaries. The representations, warranties and covenants contained in the Standby Purchase Agreement, Registration Rights Agreement and Investor Rights Agreement, were made only for purposes of such agreement and as of specific date, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of such agreement, which subsequent information may or may not be fully reflected in our public disclosures.

Description of the securities 31 changes

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of December 1, 31, 2021, we had one class of securities registered under Section 12 of the Exchange Act which consists of common stock, $0.01 par value per share. The following is a summary of information concerning our common stock and, to the extent applicable, the material limitations or qualifications on the rights of our common stock by our currently outstanding Series B Preferred Stock. The summary and description below does not purport to be a complete statement of the relevant provisions of our Certificate of Incorporation, including the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the " Certificate of Designation "), and Bylaws, and are entirely qualified by these documents. The Delaware General Corporation Law may also affect the terms of these securities.

of December 1, 31, 2021, our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.01 per share, of which 4,174,447 4,174,962 shares were issued and outstanding, held by approximately 195 stockholders of record and 5,000,000 shares of preferred stock, par value $0.01 per share, of which no shares of Series A convertible preferred stock, par value $0.01 per share, were issued and outstanding, no shares of Series A-1 convertible preferred stock, par value $0.01 per share, were issued and outstanding, and 47,000 shares of Series B Preferred Stock were issued and outstanding. The actual number of stockholders is greater than the number of stockholders of record and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

In addition, as of December 31, 2021, we had options to purchase 632,058 shares of common stock issued and outstanding.

This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. In addition, as of December 1, 2021, we had options to purchase 622,058 shares of common stock issued and outstanding. The authorized and unissued shares of common stock and preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our stockholders is so required, our board of directors will not seek stockholder approval for the issuance and sale of our common stock.

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the closing of to the Standby Purchase Agreement and Investors Rights Offering, Agreement, the Investors will have the right to designate a candidate for our board of directors and the Company has agreed to cause its board of directors to appoint such candidate to the board of directors, effective as of the closing of the Rights Offering, Standby Purchase Commitment, and to nominate and recommend such candidate for each subsequent election; provided that the Standby Purchaser Investors (together with its their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities).

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common stock is currently quoted on the OTCQX Market of the OTC under the symbol "IDXG." The common stock to be issued in the Rights Offering, like our existing shares of common stock, will be quoted on the OTCQX market under the same symbol.

common stock is listed on OTCQX, which is operated by OTC Markets Group Inc, under the symbol "IDXG." The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

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some circumstances, Section 203 makes it more difficult for a person who is an interested stockholder to effect various business combinations with us for a three-year period. The Investors (including the Standby Purchaser) as a group are one of our largest stockholders and beneficially own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

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Certificate of Designation provides that from and after the Issuance Date and subject to the terms of the Certificate of Designation, each share of Series B Preferred Stock is convertible, at any time and from time to time, at the option of the holder into a number of shares of common stock equal to dividing the amount equal to the greater of the Stated Value (as defined therein) of such Series B Preferred Stock, plus any dividends declared but unpaid thereon, or such amount per share as would have been payable had each such share been converted into common stock immediately prior to a Liquidation (as defined below), by $6.00 (as adjusted to reflect a one-for-ten (1:10) reverse stock split on January 15, 2020 (the " Reverse Stock Split ") and subject to further adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization affecting such shares). As of [●], December 31, 2021, the aggregate number of shares of common stock that may be issued through conversion of all of the outstanding Series B Preferred Stock is 7,833,334 (as adjusted to reflect the Reverse Stock Split and subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares).

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summary deals only with Subscription Rights acquired through the Rights Offering, shares of our common stock acquired upon exercise of Subscription Rights, in each case, that are held as capital assets by a beneficial owner. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to such beneficial owners in light of their personal circumstances, including the alternative minimum tax, the Medicare contribution tax on investment income and the consequences under Section 451(b) of the Code. This discussion also does not address tax consequences to holders that may be subject to special tax rules, including, without limitation, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, employee stock purchase plans, partnerships and other pass-through entities, persons holding Subscription Rights, or shares of our common stock or Eligible Warrants, as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, financial institutions, brokers, dealers in securities or currencies, traders that elect to mark-to-market their securities, persons that acquired Subscription Rights or shares of our common stock or Eligible Warrants in connection with employment or other performance of services, U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar, U.S. expatriates, and certain former citizens or residents of the United States. In addition, the discussion does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction, or any U.S. federal tax considerations other than income taxation (such as estate, generation skipping or gift taxation).

discussion below is based upon the provisions of the Code, the United States Treasury Regulations promulgated thereunder (the " U.S. Treasury Regulations "), rulings and judicial decisions, as of the date hereof, and such authorities may be repealed, revoked or modified, perhaps retroactively. We have not sought, and will not seek, any rulings from the IRS, regarding the matters discussed below. There can be no assurance that the IRS or a court (if the matter were contested) will not take positions concerning the tax consequences of the receipt of Subscription Rights acquired through the Rights Offering by persons holding shares of our common stock or Eligible Warrants, the exercise (or expiration) of the Subscription Rights, the acquisition, ownership and disposition of shares of our common stock acquired upon exercise of the Subscription Rights that are different from those discussed below.

used herein, a " U.S. Holder " means a beneficial owner of Subscription Rights or shares of our common stock acquired upon exercise of Subscription Rights, as the case may be, that is for U.S. federal income tax purposes: (1) an individual who is a citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust (a) the administration of which is subject to the primary supervision of a court within the United States and one or more United States persons as described in Section 7701(a)(30) of the Code have authority to control all substantial decisions of the trust, or (b) that has a valid election in effect to be treated as a United States person. A " Non-U.S. Holder " is a beneficial owner (other than an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) of Subscription Rights or shares of our common stock acquired upon exercise of Subscription Rights, as the case may be, that is not a U.S. Holder.

any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes is a beneficial owner of Subscription Rights or shares of our common stock acquired upon exercise of Subscription Rights, as the case may be, the U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Holders that are partnerships (and partners in such partnerships) are urged to consult their own tax advisors.

OF SHARES OF OUR COMMON STOCK OR ELIGIBLE WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS, FOREIGN, STATE, AND LOCAL LAWS AND TAX TREATIES OF THE RECEIPT, OWNERSHIP AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF SHARES OF OUR COMMON STOCK ACQUIRED UPON EXERCISE OF SUBSCRIPTION RIGHTS.

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the authorities governing transactions such as this Rights Offering are complex and do not speak directly to the consequences of certain aspects of this Rights Offering, including the distribution of Subscription Rights to holders of Eligible Warrants and the effects of the Over-Subscription Privilege, we believe and intend to take the position that your receipt of Subscription Rights pursuant to the Rights Offering generally should not be treated as a taxable distribution with respect to your existing shares of common stock or Eligible Warrants for U.S. federal income tax purposes. Pursuant to Section 305(a) of the Code, in general, the receipt by a stockholder securityholder of a right to acquire stock should not be included in the taxable income of the recipient. The general rule of non-recognition in Section 305(a) is subject to exceptions in Section 305(b), which include "disproportionate distributions." A disproportionate distribution is a distribution or a series of distributions, including deemed distributions, that has the effect of the receipt of cash or other property by some stockholders or holders of debt instruments convertible into stock and an increase in the proportionate interest of other stockholders in a corporation's assets or earnings and profits. We believe your receipt of Subscription Rights should not be treated as a disproportionate distribution.

A disproportionate distribution is a distribution or a series of distributions, including deemed distributions, that has the effect of the receipt of cash or other property by some stockholders, holders of rights to acquire stock or holders of debt instruments convertible into stock and an increase in the proportionate interest of other stockholders (including holders of rights to acquire stock and holders of debt instruments convertible into stock) in a corporation's assets or earnings and profits. We believe your receipt of Subscription Rights should not be treated as a disproportionate distribution.

the last 36 months, we have not made any distributions of cash or non-stock property (other than stock or rights to acquire stock) with respect to our common stock, previously outstanding preferred stock or currently outstanding preferred stock. Currently we do not intend to make any future distributions of cash or non-stock property (other than stock or rights to acquire stock) with respect to our common stock, options or warrants to acquire our stock, or preferred stock, and we do not intend to redeem, otherwise terminate for cash or make any other adjustments to any award under any of our equity compensation plans; however, there is no guarantee that we will not take any of the foregoing actions in the future. Further, the fact that we may have outstanding options and warrants could cause, under certain circumstances that cannot currently be predicted (such as a failure to properly adjust the option price in connection with a stock distribution), the receipt of Subscription Rights pursuant to the Rights Offering to be part of a disproportionate distribution, as contemplated in Section 305(b) of the Code. We have not had convertible debt outstanding in the last 36 months and we do not intend to issue any convertible debt, but there is no guarantee that we will not do so in the future. While the application of the disproportionate distribution rules is very complex and subject to uncertainty, we believe that the distribution of the Subscription Rights hereunder does not result in an increase to any stockholder's (or holder of Eligible Warrants) proportionate interest in our earnings and profits or assets that would result in a disproportionate distribution and intend to take the position that your receipt of Subscription Rights should not be treated as a disproportionate distribution. Further, if the position regarding the tax-free treatment of the Subscription Rights distribution is incorrect, the treatment of holders of Eligible Warrants is not clear, and it may differ from, and may be more adverse than, the treatment of the Subscription Rights distribution to the holders of common stock.

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following discussion assumes that the Subscription Right issuance as a non-taxable distribution with respect to your existing shares of common stock or Eligible Warrants for U.S. federal income tax purposes.

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If you choose to allocate basis between your existing shares of common stock and the Subscription Rights, you must make this election on a statement included with your timely filed tax return (including extensions) for the taxable year in which you receive the Subscription Rights. Such an election is irrevocable.

holding period for the Subscription Rights received in the Rights Offering will include the holding period for the common stock with respect to which the rights were received.

of Subscription Rights

the fair market value of the Subscription Rights you receive is less than 15% of the fair market value of your existing shares of common stock or Eligible Warrants (with respect to which the Subscription Rights are distributed) on the date you receive the Subscription Rights, the Subscription Rights will be allocated a zero basis for U.S. federal income tax purposes, unless you elect to allocate your basis in your existing shares of common stock or Eligible Warrants between your existing shares of common stock or Eligible Warrants and the Subscription Rights in proportion to the relative fair market values of the existing shares of common stock or Eligible Warrants and the Subscription Rights, determined on the date of receipt of the Subscription Rights. If you choose to allocate basis between your existing shares of common stock or Eligible Warrants and the Subscription Rights, you must make this election on a statement included with your timely filed tax return (including extensions) for the taxable year in which you receive the Subscription Rights. Such an election is irrevocable.

if the fair market value of the Subscription Rights you receive is 15% or more of the fair market value of your existing shares of common stock or Eligible Warrants on the date you receive the Subscription Rights, then you must allocate your basis in your existing shares of common stock or Eligible Warrants between those shares and the Subscription Rights you receive in proportion to their fair market values determined on the date you receive the fair market value of Subscription Rights. on the date that Subscription Rights are distributed is uncertain, and we have not obtained, and do not intend Please refer to obtain, an appraisal of the fair market value of Subscription Rights on that date. In determining the fair market value of Subscription Rights, you should consider all relevant facts and circumstances, including discussion below regarding the trading price of Subscription Rights on that date U.S. tax treatment if, any), any difference between at the Subscription Price time of your receipt of the Subscription Rights and Right, you no longer hold the trading price of our shares of common stock on the date that the Subscription Rights are distributed, and the length of the period during or Eligible Warrants with respect to which Subscription Rights may be exercised and the fact that the Subscription Rights are non-transferable. Right was distributed.

fair market value of Subscription Rights on the date that Subscription Rights are distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of Subscription Rights on that date. In determining the fair market value of Subscription Rights, you should consider all relevant facts and circumstances, including the trading price of Subscription Rights on that date (if any), any difference between the Subscription Price of the Subscription Rights and the trading price of our shares of common stock on the date that the Subscription Rights are distributed, and the length of the period during which Subscription Rights may be exercised and the fact that the Subscription Rights are non-transferable. In determining the fair market value of the Eligible Warrants, you should consider all relevant facts and circumstances, including without limitation the difference between the exercise price of the Eligible Warrants and the trading price of our common stock on the date that the Subscription Rights are distributed, the length of the period during which the Eligible Warrants may be exercised, the nature of the adjustment provisions in the Eligible Warrants that may affect the economics of the exercise of such Eligible Warrants and any limitations of the transferability of the Eligible Warrants.

holding period for the Subscription Rights received in the Rights Offering will include the holding period for the common stock with respect to which the rights were received. The holding period for the Subscription Rights received in the Rights Offering with respect to Eligible Warrants is unclear and you should consult with your tax advisor with respect to the holding period of such Subscription of Subscription Rights you will not recognize gain or loss upon the exercise of a Subscription Right acquired in the Rights Offering. Your adjusted tax basis, if any, in the Subscription Right (determined as described in " —Tax Basis in the Subscription Rights ") plus the Subscription Price should be allocated to the new shares of common stock acquired upon exercise of the Subscription Right. This allocation will establish your initial tax basis for U.S. federal income tax purposes in your new shares of common stock. The holding period of a share of common stock acquired upon exercise of a Subscription Right in the Rights Offering will begin on the date of exercise.

you exercise a Subscription Right received in the Rights Offering after disposing of the shares of our common stock or Eligible Warrants with respect to which such Subscription Right is received, then certain aspects of the tax treatment of the exercise of the Subscription Right are unclear, including (1) the allocation of the tax basis between the shares of common stock or Eligible Warrants previously sold and the Subscription Right, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect to the shares of our common stock or Eligible Warrants previously sold, and (3) the impact of such allocation on the tax basis of the shares of our common stock acquired upon exercise of the Subscription Right. If you exercise a Subscription Right received in the Rights Offering after disposing of shares of our common stock or Eligible Warrants with respect to which the Subscription Right is received, you should consult with your tax advisor.

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you allow Subscription Rights received in the Rights Offering to expire, you should not recognize any gain or loss for U.S. federal income tax purposes, and you should re-allocate any portion of the tax basis in your existing common stock or Eligible Warrants previously allocated to the Subscription Rights that have expired to the existing common stock or Eligible Warrants. If Subscription Rights expire without exercise after a holder has disposed of its existing common stock or Eligible Warrants and tax basis had previously been allocated to Subscription Rights, such holder should consult its tax advisor regarding the ability to recognize a loss (if any) on the expiration of such Subscription Rights.

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It is possible that the receipt of the Subscription Rights could be a taxable event and taxable as a distribution on our common stock.

See " Tax Consequences to U.S. Holders—Taxation of Subscription Rights—Receipt of Subscription Rights " above and " —Taxation of Distributions on Common Stock " below.

discussion below assumes that the receipt of Subscription Rights will be treated as a nontaxable distribution. See " Tax Consequences to U.S. Holders—Taxation of Subscription Rights—Receipt of Subscription Rights " above. In such case, Non-U.S. Holders should not be subject to U.S. federal income tax (or any withholding thereof) on the receipt, exercise or expiration of the Subscription Rights. It is possible that the receipt of the Subscription Rights could be a taxable event and taxable as a distribution on our common stock. See " Tax Consequences to U.S. Holders—Taxation of Subscription Rights—Receipt of Subscription Rights " above and for the receipt of Subscription Rights with respect to existing shares of common stock see" —Taxation of Distributions on Common Stock " below. If the position regarding the tax-free treatment of the Subscription Rights distribution is incorrect, the treatment of holders of Eligible Warrants is not clear, and it may differ from, and may be more adverse than, the treatment of the Subscription Rights distribution to the holders of common stock.

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OF SHARES OF OUR COMMON STOCK OR ELIGIBLE WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS, FOREIGN, STATE, AND LOCAL LAWS AND TAX TREATIES OF THE RECEIPT, OWNERSHIP AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF SHARES OF OUR COMMON STOCK ACQUIRED UPON EXERCISE OF SUBSCRIPTION RIGHTS.

Plan of distribution 9 changes

soon as practicable after the Record Date for the Rights Offering, we will distribute the Subscription Rights, Subscription Rights Certificates and copies of this prospectus to the holders of our common stock or Eligible Warrants as of the Record Date. Subscription Rights holders who wish to exercise their Subscription Rights for shares of common stock must complete the Subscription Rights Certificate and return it with payment for the shares of common stock to the Subscription Agent at the following address:

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Stock Transfer & Trust Company, LLC

admin3@astfinancial.com

U.S. Postal Service:

Corporate Issuer Solutions, Inc.

BCIS Re-Organization Department

you wish to exercise your Subscription Rights, you should timely comply with the procedures described in " Description of the Rights Offering ." The common stock offered pursuant to this prospectus is being offered by us directly to all holders of our common stock and holders of Eligible Warrants. We intend to distribute Subscription Rights Certificates, copies of this prospectus and the accompanying exhibits, and other relevant documents to those persons that were holders of our common stock or Eligible Warrants as of the Record Date. If this Rights Offering is not fully subscribed, pursuant to the Standby Purchase Agreement, all unsubscribed for of the shares of common stock offered pursuant to Subscription Rights and not subscribed for will be purchased by the Investors.

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expenses of this Rights Offering are estimated to be approximately $[●].

and expenses of this Rights Offering are estimated to be approximately $450,800, which does not include the $750,000 fee payable to the Standby Purchaser as consideration for the Standby Purchase you have any questions or require any assistance, you should contact our Information Subscription Agent for the Rights Offering, Broadridge Corporate Issuer Solutions, Inc., at (855) 793-5068 (toll free) (888) 789-8409 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com .

Related-party transactions 9 changes

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provided that certain of such rights held by 1315 Capital have been delegated pursuant to the related Support Agreement. As a result, the Company considers the Notes and Security Agreement (each as defined below) to be a related party transaction.

28,000 shares of Series B Preferred Stock held by Ampersand are convertible from time to time into an aggregate of 4,666,666 shares of our common stock and the 19,000 shares of Series B Preferred Stock held by 1315 Capital are convertible from time to time into an aggregate of 3,166,666 shares of our common stock. On an as-converted basis, such shares would represent approximately 38.9% and 26.4% of our fully-diluted shares of common stock, respectively. In addition, pursuant to the terms of the Certificate of Designation of Series B Preferred Stock and an amended and restated investor rights agreement among the Company and Ampersand and 1315 Capital, they each have the right to (1) approve certain of our actions, including our borrowing of money and (2) designate two directors to our Board of Directors; provided that certain of such rights held by 1315 Capital have been delegated pursuant to the related Support Agreement. As a result, the Company considers the Notes and Security Agreement (each as defined below) to be a related party transaction.

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In connection with the

Standby Purchase Agreement, we also expect to enter into a registration rights agreement and an investor rights agreement with the Investors.

The Investors as a group

We expect to enter into a

a Standby Purchase Agreement with the Investors, pursuant to which the Investors will agree to exercise in full the Basic Subscription Rights issued to them and the Standby Purchaser will agree to purchase from us all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per whole share equal to the Subscription Price less $0.15. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege and the Standby Purchaser has no obligation to purchase any shares offered to the holders of Eligible Warrants. The sale to the Standby Purchaser of the unsubscribed for shares in the Standby Offering, Purchase Commitment, if any, will be through an unregistered private placement offering of the shares pursuant to Section 4(a)(2) of the Securities Act.

connection with the Standby Purchase Agreement, we also expect to enter into a registration rights agreement and an investor rights agreement with the Investors at the closing of the Standby Purchase Commitment. Pursuant to the investor rights agreement, we will grant the Standby Purchaser Investors the right to designate a candidate for our board of directors, agree to cause our board of directors to appoint such candidate, effective as of the closing of the Rights Offering, Standby Purchase Commitment, and nominate and recommend such candidate for each subsequent election; provided that the Standby Purchaser Investors (together with its their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities). Pursuant to the registration rights agreement, we will agree to use our best efforts to register for resale all of the shares of common stock then held by the Investors following the closing of the Rights Offering which are unregistered and any shares that would otherwise be from time to time, subject to Rule 144 limitations. certain exceptions. For more information, see the section titled " The Standby Purchase Agreement ."

Investors as a group are one of our largest stockholders and beneficially owned own approximately 18.7% of our common stock outstanding as of the Record Date Upon or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock). After the closing of the Rights Offering, if no other holders exercise their Subscription Rights and the Investors and the Standby Purchaser purchase their committed amount of our common stock, we expect that as a group they will own 59.4% of our common stock outstanding or 30.6% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock). We expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering.

Principal stockholders 15 changes

following table shows, as of December 1, 31, 2021, the number of shares of our common stock beneficially owned by: (i) each stockholder who is known by us to own beneficially in excess of 5% of our outstanding common stock; (ii) each of our current directors; (iii) each of our current named executive officers, and (iv) all current directors and named executive officers as a group.

(iii) each of our current named executive officers, and (iv) all current directors and named executive officers as a group.

as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of common stock owned by them and all information with respect to beneficial ownership has been furnished to us by the respective stockholder. Except as otherwise indicated, the address of the persons listed below is c/o Interpace Biosciences, Inc., Morris Corporate Center 1, Building C, 300 Interpace Parkway, Parsippany, New Jersey 07054. The percentage of beneficial ownership is based on 4,174,447 4,174,962 shares of common stock outstanding on December 1, 31, 2021.

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Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we include shares underlying common stock derivatives, such as stock options and RSUs that a person has the right to acquire within 60 days of December 1, 31, 2021. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

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234,805 shares of common stock held by the Peter H. Kamin Revocable Trust dated February 2003, of which Peter H. Kamin is the sole trustee, 133,186 shares of common stock held by the Peter H. Kamin Childrens Trust dated March 1997 of which Mr. Kamin is the trustee, 44,670 shares of common stock held by 3K Limited Partnership, of which Mr. Kamin is the General Partner and 99,187 shares of common stock held by the Peter H. Kamin Family Foundation of which Mr. Kamin is the trustee. This information is based solely on a Schedule 13D 13D/A filed with the SEC on March 1, December 6, 2021 by Mr. Kamin. Mr. Kamin reported sole voting power and sole dispositive power of 781,956 shares of common stock.

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534 shares issuable pursuant to stock options exercisable within 60 days of December 1, 31, 2021.

2,000 shares issuable pursuant to stock options exercisable within 60 days of December 1, 31, 2021.

13,587 shares issuable pursuant to stock options exercisable within 60 days of December 1, 31, 2021.

14,287 shares issuable pursuant to stock options exercisable within 60 days of December 1, 31, 2021.

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9,334 shares issuable pursuant to stock options exercisable within 60 days of December 1, 31, 2021.

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

Stockholders' deficit:

Common stock, $ .01 par value;

5,000,000 shares authorized, 47,000 Series B issued and outstanding par value; 100,000,000 shares authorized; 4,194,111 and 4,075,257 shares issued, respectively; 4,174,447 and 4,055,593 shares outstanding, respectively paid-in capital deficit ( 223,330 ) ( 212,116 ) Treasury stock, at cost ( 19,664 and 19,664 shares, respectively) ( 1,773 ) ( 1,773 ) Total stockholders' deficit ( 38,648 ) ( 29,083 ) Total liabilities and stockholders' equity $ - $ ( 855 ) Total liabilities, preferred stock and stockholders' deficit $ 40,307 $ 45,681 The accompanying notes are an integral part of these condensed consolidated financial statements F- 3 INTERPACE BIOSCIENCES, INC.

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Management 18 changes

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to [●] 4,184,707 Shares of Common Stock

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Form of Subscription Rights Certificate.

Opinion of Troutman Pepper Hamilton Sanders, LLP.

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of Standby Purchase Agreement by and among Interpace Biosciences, Inc., 3K Limited Partnership, Peter H. Kamin, Peter H. Kamin Revocable Trust dated February 2003, Peter H. Kamin Childrens Trust dated March 1997 and Peter H. Kamin Family Foundation, dated [●], 2021. to be entered into upon the effectiveness of this registration statement.

of Registration Rights Agreement by and between Interpace Biosciences, Inc. and 3K Limited Partnership, dated [●], 2021. to be entered into at the closing of the Standby Purchase Commitment.

of Investor Rights Agreement by and between Interpace Biosciences, Inc. and 3K Limited Partnership, dated [●], 2021. to be entered into at the closing of the Standby Purchase Commitment.

Form of Instructions.

Form of Letter to Record Holders.

Form of Letter to Brokers and

Form of Letter to Clients of Brokers and Nominees.

Form of Nominee Holder Certification.

Form of Beneficial Owner Election

Form of Notice of Guaranteed Delivery.

Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on October April 1, 2021, as amended from time to time.

Consent of BDO USA, LLP, filed herewith.

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be filed by amendment.

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to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany, State of New Jersey, on December January 3, 2021. 2022.

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the undersigned directors and officers of INTERPACE BIOSCIENCES, INC., a Delaware corporation (the "Company"), do hereby constitute and appoint Thomas W. Burnell and Thomas Freeburg, and each and either of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in our names and on our behalf in our capacities as directors and/or officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission, in connection with this registration statement, including without limitation any and all amendments (including post-effective amendments) and supplements hereto; and we hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue thereof.

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