Interpace Biosciences: securities offering (amended)

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filed with the Securities and Exchange Commission on January 3, 7, 2022

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TO COMPLETION, DATED JANUARY 3, 7, 2022

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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.

a group 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). 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

On January [●], 2022,

intend to enter we entered 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 have agreed to subscribe for their pro rata share of the Rights Offering. We also expect Pursuant to the Standby Purchase Agreement, the Standby Purchaser to agree has agreed 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 (the " 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.

a group 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). Upon the closing of the Rights Offering, the Company has agreed to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. In light of the Standby Purchase Agreement, Commitment, we also expect 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 grant the Standby Purchase Agreement, we have granted 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

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 the Investors 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).

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exercise of your Subscription Rights and investment in our securities involves a high degree of risk. You should carefully read the Risk

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 31, 2021, January 6, 2022, the last reported sale price of our common stock was $7.47 $8.50 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 exercise of your Subscription Rights and investment in our securities involves a high degree of risk. You should carefully read the Risk

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Forward-looking statements 14 changes

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

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 have agreed to exercise in full the Basic Subscription Rights issued to them. We also expect The Standby Purchaser to agree has also agreed 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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to the Standby Purchase Agreement, we expect the Investors to agree have agreed to exercise in full the Basic Subscription Rights issued to them.

We also expect The Standby Purchaser to agree has also agreed 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.

Investors 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). Upon the closing of the Standby Purchase Commitment, we expect have agreed to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. We have also intend to grant granted the 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 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 the Investors 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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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

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 entered into the Standby Purchase Agreement with the Investors, dated January [●], 2022, to ensure we will receive at least $[●] million in gross proceeds from the Rights Offering. Upon the closing of the Standby Purchase Commitment, we expect have agreed to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. The Standby Purchaser is 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 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 the Investors 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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to the Standby Purchase Agreement, we expect to grant have granted the 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 Standby Purchase Commitment, and 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).

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 Purchase Commitment (if any), we expect the Investors will continue to have the ability to exert significant influence over our management and policies.

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to certain conditions and pursuant to the Standby Purchase Agreement, we expect the Investors to agree have agreed 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 has agreed to purchase from us, at a price per whole 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 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.

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.

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Upon the closing of the Standby Purchase Commitment, we expect have agreed to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. 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 shall reimburse the Standby Purchaser for its reasonable legal and out-of-pocket expenses, whether or not the Rights Offering is completed.

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Prospectus summary 2 changes

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to the Standby Purchase Agreement, dated January [●], 2022, the

expect the Investors to agree have agreed to purchase their 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 has agreed to purchase any and all 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 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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Risk factors 4 changes

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from the Investors, who we expect to agree, have agreed, 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 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.

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.

we have an agreement in principle to enter into the Standby Purchase Agreement with the Investors, if we do not enter into the Standby Purchase Agreement or if the conditions under the Standby Purchase Agreement are not satisfied, and we are therefore unable to consummate the transactions contemplated by the Standby Purchase Agreement, we will not consummate the Rights Offering.

we have an agreement in principle to entered into the Standby Purchase Agreement with the Investors, we may not enter into the Standby Purchase Agreement. Even if we do enter into the Standby Purchase Agreement, the closing of the transactions contemplated by the Standby Purchase Agreement will be subject to satisfaction or waiver of conditions, including compliance with covenants and the accuracy of representations and warranties provided in the Standby Purchase Agreement and consummation of the Rights Offering. As a result, we cannot guarantee that we will enter into the Standby Purchase Agreement or that the transactions contemplated by the Standby Purchase Agreement will be consummated.

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Dilution 15 changes

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may exercise your Subscription Rights as follows:

may exercise some, all, or none of your Subscription Rights. For each Subscription Right held, you will be entitled to purchase 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. Subject to certain conditions and pursuant to the Standby Purchase Agreement, we expect the Investors to agree have agreed to exercise in full the Basic Subscription Rights issued to them. We also expect The Standby Purchaser to agree has also agreed 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 may exercise your Subscription Rights as follows:

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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 have agreed 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 has agreed 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.

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to the Standby Purchase Agreement, the Investors have agreed to exercise in full the Basic Subscription Rights issued to them.

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 has also agreed 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 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 Standby Purchase Commitment, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering . Pursuant to the Standby Purchase Agreement, we also intend to grant the 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 Standby Purchase Commitment, and to nominate and recommend such candidate for each subsequent election;

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 entered into the Standby Purchase Agreement with the Investors on January [●], 2022, 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 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 have agreed to exercise in full the Basic Subscription Rights issued to them. We also expect The Standby Purchaser to agree has agreed 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 the Investors 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.

the closing of the Standby Purchase Commitment, we have agreed to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering . Pursuant to the Standby Purchase Agreement, the Investors shall have 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 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). We have also expect agreed 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

2022, we entered into a Standby Purchase Agreement with the Investors, pursuant to which the Investors will agree have agreed to exercise in full the Basic Subscription Rights issued to them and the Standby Purchaser will agree has agreed 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 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 have agreed 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 shares of common stock held by the Investors from time to time, subject to certain exceptions.

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

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expect to agree have agreed to indemnify the Investors and each of their respective officers, directors, partners, employees, agents and representatives for losses arising out of or relating to any inaccuracy in or breach of our representations or warranties contained in the Standby Purchase Agreement or our breach of any agreement or covenant made by us in the Standby Purchase Agreement, other than losses resulting from any action, suit, claim, matter or proceeding initiated by or on behalf of a stockholder of the Company (other than the Investors with respect to their rights under the Standby Purchase Agreement against us) relating to the transactions contemplated by the Standby Purchase Agreement.

a condition to consummation of the Standby Purchase Commitment, we expect to will 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 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.

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Plan of distribution 89 changes

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ABOUT OUR EXECUTIVE COMPENSATION

following table sets forth certain information concerning compensation for 2020 and 2021 paid to our Chief Executive Officer and Chief Financial Officers who served in this capacity during 2021 (the " named executive officers ").

SUMMARY COMPENSATION TABLE FOR

Name and Principal Position

Non-Equity Incentive Compensation

Other Compensation ($) (3)

Chief Executive Officer

Chief Financial Officer

Chief Financial Officer

The amount set forth

in this column represents an annual cash incentive bonus. Annual cash bonuses for 2021 are not determinable as of the date of this prospectus. These determinations are expected to be made by February 28, 2022.

The dollar amounts set

forth under the headings "Stock Awards" and "Option Awards" represent aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For purposes of computing such amounts, we disregarded estimates of forfeitures related to service-based vesting conditions. For additional information regarding our valuation assumptions, please refer to Note 15 – "Stock-Based Compensation" to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 1, 2021.

For the named executive

officers, this column includes the following amounts in 2021:

401(k) Company Match ($)

Term Life/Disability Insurance

The amounts set forth

in this column for Mr. Knechtel represent severance of $155,000 and continuation of health benefits of $17,532.

Mr. Knechtel no longer

served as Chief Financial Officer effective January 31, 2021. Mr. Freeburg was appointed Chief Financial Officer on February 1, 2021.

Disclosure to Summary Compensation Table

following narrative discusses the base salary, annual cash incentives, long-term equity incentives, and perquisites of the Company with respect to Messrs. Burnell, Freeburg and Knechtel during 2021.

base salaries are generally set according to the executive officer's agreement with the Company and adjusted based on the individual's current and historical performance. The base salary levels and any changes to those levels for each executive are reviewed each year by the Compensation Committee and adjustments may be based on factors such as new roles and/or responsibilities assumed by the executive and the executive's impact on our strategic goals and financial performance. While our executives' base salaries are generally targeted to be consistent with median base salaries for similar positions based on competitive market data, there is no specific weighting applied to any one factor in setting the level of salary, and the process ultimately relies on the evaluation of various factors considered by the Compensation Committee with respect to each named executive officer (and the full Board, in the case of the Chief Executive Officer).

The Compensation Committee also takes into account additional factors such as historical compensation, the financial condition of the Company in general, the individual's potential to be a key contributor, as well as special recruiting and retention situations.

Burnell. Upon appointment as Chief Executive Officer on December 1, 2020, Mr. Burnell's annual base salary was set at $425,000.

Freeburg. Upon appointment as Chief Financial Officer on February 1, 2021, Mr. Freeburg's annual base salary was set at $225,000.

Pursuant to the terms of his employment agreement, his base salary was increased to $250,000 on August 1, 2021.

Knechtel. Mr. Knechtel's annual base salary in 2021 was $310,000. Mr. Knechtel no longer served as Chief Financial Officer effective January 31, 2021.

annual cash incentive program provides our executive officers with an opportunity to receive a cash award at the discretion of the Compensation Committee (and the full Board, in the case of the Chief Executive Officer). Annual cash incentive targets and performance metrics are usually determined by the Compensation Committee during the first quarter of each fiscal year, based on competitive market data generally available to the Compensation Committee as well as consideration based upon the financial condition of the Company, including revenue and adjusted EBITDA. The Compensation Committee is expected to make annual cash bonus determinations for 2021 by February 28, 2022.

bonuses may be granted from time to time at the discretion of our Compensation Committee in connection with new hires at the executive officer level. There were no cash sign-on bonuses for any named executive officer in 2021.

executives are also eligible to participate in a long-term equity incentive program, which is currently administered under the 2019 Equity Incentive Plan. The long-term equity incentive component of our compensation program is used to promote alignment with stockholders and to balance the short-term focus of the annual cash incentive component by linking a substantial part of compensation to our long-term stockholder returns. The Compensation Committee believes that long-term stock-based compensation enhances our ability to attract and retain high quality talent, provides motivation to improve our long-term financial performance, and increase stockholder value.

March 2021, Mr. Freeburg was awarded 50,000 RSUs and 50,000 stock options, vesting one-third each year over a three-year period, subject generally to continued service, with accelerated vesting on a change in control during continued service.

a matter of practice, we provide only limited perquisites to our executive officers that are not generally provided to all employees.

Executives are eligible for the standard benefits and programs generally available to all of our employees. The value of special perquisites, as well as additional benefits that are available generally to all of our employees, that were provided to each named executive officer in 2021 are set forth in footnote 3 to the Summary Compensation Table.

Company maintains a tax-qualified savings plan under Section 401(k) of the Code. Employees who participate in the plan may make elective deferrals to the plan, subject to the limitations imposed by the Code. In addition, the Company currently offers a safe harbor matching contribution equal to 100% of the first 3% of an employee's contributed base salary plus 50% of the employee's base salary contributed exceeding 3% but not more than 5%.

Agreements and Severance Arrangements

December 1, 2020, the Company appointed Mr. Burnell as Chief Executive Officer and President and entered into an employment agreement with Mr. Burnell (the " Burnell Employment Agreement "). Under the Burnell Employment Agreement, Mr. Burnell is to receive an annual base salary of $425,000, a target annual bonus opportunity of up to 50% of such base salary, and certain other benefits such as housing and participation in the benefit plans and programs maintained by the Company. The Company also awarded Mr. Burnell: (i) a grant of restricted stock units (" RSUs ") with respect to 100,000 shares of Common Stock, and (ii) a grant of RSUs with respect to 125,000 shares of Common Stock (together, the " Initial RSUs "). The Initial RSU grants are subject to the time and performance-based vesting conditions described above in the section entitled "Long-Term Equity Incentives."

the event that Mr. Burnell's employment is terminated by the Company without Cause or by Mr. Burnell for Good Reason (in each case, as defined in the Burnell Employment Agreement), then subject to, among other things, Mr. Burnell's execution and non-revocation of a release agreement in favor of the Company, Mr. Burnell would be entitled to: (i) salary continuation payments for a period of (a) six (6) months, if such termination of employment occurs on or after the first anniversary of employment but prior to the second anniversary of employment, or (b) twelve (12) months, if such termination of employment occurs on or after the second anniversary of employment;

provided, however, that there will be no salary continuation payments in the event such termination of employment occurs prior to the first anniversary of employment; (ii) all outstanding equity awards, including the Initial RSU grants, that were scheduled to vest during the 24-month period following the termination date, but for the termination, would become fully vested and exercisable (including any such awards that vest in whole or in part based on the attainment of performance-vesting conditions that would be deemed achieved at the target level of the applicable award agreement); and, (iii) continuation of health and welfare benefits for the applicable salary continuation period.

February 1, 2021, the Company appointed Mr. Freeburg as Chief Financial Officer, Treasurer, and Secretary of the Company, effective as of February 1, 2021 and entered into an employment agreement with Mr. Freeburg (the " Freeburg Employment Agreement ").

Under the Freeburg Employment Agreement, Mr. Freeburg is to receive an annual base salary of $225,000 and a target annual bonus opportunity of up to 40% of such base salary. Effective as of the date six (6) months after the Effective Date, the Base Salary shall increase to $250,000. On March 10, 2021 Mr. Freeburg, was awarded 50,000 RSUs and 50,000 stock options which shall vest in equal installments on each of the first three anniversaries of the grant date, subject to Mr. Freeburg's continued employment with the Company through the applicable vesting date provided that, with accelerated vesting upon a Change in Control, as defined in the applicable equity incentive plan, subject to Mr. Freeburg's continuous employment through such Change in Control.

the event that Mr. Free burg's employment is terminated by the Company without Cause or by Mr. Freeburg for Good Reason (in each case, as defined in the Freeburg Employment Agreement), then subject to, among other things, Mr. Freeburg's execution and non-revocation of a release agreement in favor of the Company, Mr. Freeburg would be entitled to: (i) salary continuation payments for a period of (a) six (6) months, (ii) all outstanding equity awards that were scheduled to vest during the 24-month period following the termination date, but for the termination, would become fully vested and exercisable, and, (iii) continuation of health and welfare benefits for the applicable salary continuation period.

Company entered into an employment agreement with Mr. Knechtel as Chief Financial Officer, Treasurer, and Secretary, effective as of January 29, 2020 (the " Knechtel Employment Agreement "). The Knechtel Employment Agreement provided for an annual base salary of $310,000, a target annual bonus opportunity of up to 40% of his base salary, and equity incentive awards in the form of two option grants under the Company's 2019 Equity Incentive Plan to purchase 60,000 shares of the Company's Common Stock each (together, the " Initial Options "). The Initial Option grants are subject to the time and performance-based vesting conditions described above in the section entitled "Long-Term Equity Incentives." In addition, the Knechtel Employment Agreement provided for accelerated vesting of each of Mr. Knechtel's then-outstanding equity awards immediately prior to the occurrence of a Change in Control (including any such awards that vest in whole or in part based on the attainment of performance-vesting conditions that will be deemed achieved at the target level of the applicable award agreement), subject to Mr. Knechtel's continued employment with the Company through the Change in Control.

Knechtel Employment Agreement provided for severance benefits upon a termination of his employment by the Company without "Cause" or his resignation for "Good Reason," (as defined in the Knechtel Employment Agreement), subject to Mr. Knechtel's execution of a general release of claims, as follows: (i) salary continuation payments for a period of (a) six (6) months, if such termination of employment occurs on or after January 29, 2021 but prior to January 29, 2022, or (b) twelve (12) months, if such termination of employment occurs on or after January 29, 2022; provided, however, that there will be no salary continuation payments in the event such termination of employment occurs prior to January 29, 2021, (ii) continuation of health and welfare benefits for the applicable salary continuation period, and (iii) accelerated vesting of all outstanding equity awards that were scheduled to vest during the 24-month period following the termination date, but for the termination (including any such awards that vest in whole or in part based on the attainment of performance-vesting conditions that would be deemed achieved at the target level of the applicable award agreement).

January 31, 2021, Mr. Knechtel's employment with the Company ceased, and in connection with his resignation, the Company entered into a severance and general release, agreement with Mr. Knechtel (the " Knechtel Severance Agreement "). Pursuant to the Knechtel Severance Agreement, in consideration of the general release of claims contained in, and contingent on continued compliance with restrictive covenants, the Company agreed to provide Mr. Knechtel with the following payments and benefits: (i) a cash amount equal to $155,000, which represents severance equal to six months' base salary payable in semi-monthly installments in accordance with the Company's payroll practices over a six-month period and the value of certain unused paid time off days and (ii) payment for the cost of COBRA premiums for a six-month period.

Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement ("Restrictive Covenants of Messrs. Freeburg, Knechtel, and Burnell also entered into a Restrictive Covenants Agreement with the Company that includes customary provisions regarding confidentiality and non-disclosure, customary non-competition and non-solicitation provisions that extend for up to one (1) year following termination of employment, and a customary invention assignment regarding ownership of intellectual property.

The payment of any severance benefits under each executive's employment agreement and/or severance agreement is conditioned on continued compliance with his Restrictive Covenants Agreement.

of Outstanding Equity on a Change in Control

to the terms of our 2004 Stock Award and Incentive Plan, awards outstanding under that plan will generally become fully vested and exercisable upon a change in control of the Company. There is no similar automatic vesting provision upon a change in control for awards granted under the Interpace Biosciences, Inc. 2019 Equity Incentive Plan. However, Mr. Freeburg is entitled under his employment agreement to accelerated vesting of his outstanding equity awards upon a change in control, subject to continued employment. During his tenure at the Company, Mr. Knechtel had a similar entitlement.

Features Intended to Prevent Excessive Risk Taking

Compensation Committee reviews our compensation policies and practices for all employees, including executive officers, and believes that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. In particular, the Compensation Committee believes that the following factors help mitigate against any such risks: (i) annual cash incentive compensation and long-term equity incentive compensation are based on a mix of our overall performance, business unit performance and individual performance;

(ii) the annual cash incentive compensation plan has no minimum funding levels, such that employees will not receive any rewards if satisfactory financial performance is not achieved by us; and (iii) base salaries are consistent with employees' responsibilities and general market practices so that they are not motivated to take excessive risks to achieve a reasonable level of financial security.

Equity Awards as of December 31, 2021

following table provides information concerning the number and value of unexercised stock options and RSUs for the named executive officers outstanding as of the year ended December 31, 2021:

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021

Number of Securities Underlying

Unexercised Options (#) Exercisable

Number of Securities Underlying

Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Shares/RSUs that have

Market Value of Shares/RSUs that

have not Vested ($)(1)

market value is based on the closing price of $7.47 on December 31, 2021, the last day of trading in 2021.

of 125,000 performance based RSUs which will be eligible to vest on the day following a 30 calendar day period in which, for each trading day of such period, a share of Common Stock has a closing per share price of at least $11.34. Also includes 66,666 RSUs which will vest one-half on each of December 1, 2022 and December 1, 2023.

are scheduled to vest on March 13, 2022.

of 50,000 RSUs which will vest one-third on each of March 10, 2022, March 10, 2023, and March 10, 2024. Also includes 66 RSUs which will vest on March 13, 2022.

are scheduled to vest one-third each year on the first three anniversaries of the grant date, which was March 10, 2021.

ABOUT THE COMPENSATION OF OUR DIRECTORS

2021, each of our non-employee directors received an annual director's fee of $40,000, payable quarterly in arrears. Additionally, any non-employee director (except Mr. Gorman as Chairman) serving as Chairperson of a Board Committee received an annual fee of $10,000 (regardless of the number of Committees chaired.) Messrs. Chan and Lev both voluntarily agreed to waive all non-employee director compensation in 2021. For his roles as a director and Chairman of the Board, Mr. Gorman received a total annual fee of $170,000.

time to time, the Board may form special committees to address discrete issues and the non-employee directors sitting on such special committees may receive additional compensation. In addition, our non-employee directors are entitled to reimbursement for travel and related expenses incurred in connection with attendance at Board and committee meetings.

generally grant stock options to directors in connection with their commencement of service on our Board.

connection with his appointment to the role of Chairman of the Board, Mr. Gorman received stock option grants in 2020 and 12,438 restricted shares of common stock in January of 2021, which had a six month vesting period.

Compensation in 2021

following table presents information relating to total compensation for our non-employee directors for the year ended December 31, 2021.

Information regarding the compensation of Mr. Burnell can be found above, under the heading "Information About Our Executive Compensation".

DIRECTOR COMPENSATION IN 2021

Fees earned or paid in cash ($)

and 9 more changes in the filing

Related-party transactions 5 changes

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We expect to enter into a

2022, we entered into a Standby Purchase Agreement with the Investors, pursuant to which the Investors will agree have agreed to exercise in full the Basic Subscription Rights issued to them and the Standby Purchaser will agree has agreed 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 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 have agreed 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 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 Standby Purchase Commitment, and 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). 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 held by the Investors from time to time, subject to certain exceptions. For more information, see the section titled " The Standby Purchase Agreement ."

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). Pursuant to the registration rights agreement, we have agreed to 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 ."

Investors 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). 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 the Investors 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 have agreed to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering.

Principal stockholders 1 change

46 unchanged paragraphs

reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and or 15(d) of the Exchange Act prior to the effective date of the registration statement termination of which this prospectus forms a part, offering, including those made after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus, shall be deemed to be incorporated herein by reference and are to be a part hereof from the date of filing of such documents, except for the documents, or portions thereof, that are "furnished" (e.g., the portions of those documents set forth under Items 2.02 or 7.01 of Form 8-K or other information "furnished" to the SEC) rather than filed with the SEC. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.

312 unchanged paragraphs

Management 8 changes

74 unchanged paragraphs

Description of Securities, incorporated by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 1, 2021.

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Form 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, to be entered into upon the effectiveness of this registration statement.

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

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

2 unchanged paragraphs

Form of Letter to Brokers and Nominees.

2 unchanged paragraphs

Form of Beneficial Owner Election Form.

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Consent of Troutman Pepper Hamilton Sanders, LLP (included in Exhibit 5.1) ^ Previously filed.

17 unchanged paragraphs

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 January 3, 7, 2022.

6 unchanged paragraphs