Interpace Biosciences: securities offering

Cover page 28 changes

draft registration statement has not been publicly filed with the and Exchange Commission and all information herein remains strictly confidential.

confidentially submitted to filed with the Securities and Exchange Commission on July 22, September 24, 2026.

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(Primary Standard Industrial

incorporation or organization)

Classification Code Number)

Identification Number)

Parsippany, NJ 07054

(State or other jurisdiction of

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Chairman of the Board

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information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

TO COMPLETION, DATED [●], SEPTEMBER 24, 2026

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or "us") is offering _____________ shares of common stock, $0.01 par value per share, at an assumed public offering price of $____ per share, which is the last reported sale price of our common stock on the OTCID tier operated by OTC Markets Group Inc. (the

or "us") is offering $20,000,000 of common stock, $0.01 par value per share. The last reported sale price of our common stock on the OTCID tier operated by OTC Markets Group Inc. (the "OTCID") on ___________, September 22, 2026 was $6.47 per share. The public offering price per share will be determined between the underwriter and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and may be at a discount to the current market price. The recent market price used throughout this prospectus may not be indicative of the final public offering price.

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("IDXGD" for 20 trading days from and including the date of the Reverse Split (as defined below)). In connection with this offering, we have applied to list our common stock on the Nasdaq Capital Market ("Nasdaq") under the symbol "IDXG".

In connection with this offering, we have applied to list our common stock on the Nasdaq Capital Market ("Nasdaq") under the symbol "IDXG". We believe that upon the completion of this offering, we will meet the standards for listing on Nasdaq, and the closing of this offering is contingent upon receiving conditional approval from Nasdaq of such listing. No assurance can be given that our listing application will be approved or, if we receive approval, that a trading market will develop or be sustained. The sale prices of our common stock on the OTCID may not be indicative of the prices of our common stock when traded on Nasdaq. If our listing application is not approved, we will not consummate this offering.

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Public offering price

Underwriting discounts and commissions (1)

Proceeds to us, before expenses (2)

have agreed to reimburse the underwriter for certain expenses. See " Underwriting "

on page 18 for additional information regarding underwriting compensation.

have also granted Lake Street Capital Markets, LLC, who is acting as the underwriter, an option to purchase up to an additional _______ shares of common stock from us to cover over-allotments.

The underwriter may exercise this option at any time and from time to time during the 30-day period from the date of this prospectus.

__________, 2026, our Board of Directors approved a reverse stock split of the Company's outstanding common stock at a ratio of one-for-_______shares, and which was effected as of 12:01 a.m. Eastern Time on ________________, 2026. All share and per share numbers in this prospectus give effect to the reverse split unless otherwise stated; however, documents incorporated by reference into this prospectus that were filed prior to ___________ , 2026 do not give effect to the reverse stock split, unless otherwise stated.

in our securities involves a high degree of risk. See the section entitled " Risk Factors " starting on page 8 and elsewhere in this prospectus and the documents incorporated herein by reference for a discussion of information that should be considered in connection with an investment in our securities.

the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

underwriter expects to deliver the shares of common stock to the purchasers on or about ___________, 2026.

date of this prospectus is ___________, 2026

MARKET AND INDUSTRY DATA

Forward-looking statements 2 changes

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our being subject to the controlling interests of our two private equity investors who control an aggregate of approximately 84% 79% of our outstanding shares of common stock prior to this offering and this concentration of ownership may have a substantial influence on our decisions;

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our ability to successfully develop or commercialize a new molecular test for assessing the risk of pancreatic cyst and Barrett's Esophagus progression to cancer;

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Prospectus summary 40 changes

The timing of such determination is unknown and such positive reimbursement determination may never be obtained. In order to obtain reimbursement from Medicare, Medicare Advantage, Medicaid and private insurers, we will need to prove medical necessity for such test and demonstrate that the results of such test directly influence treatment and patient management, including clinical decisions.

summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before investing in our common stock, you should carefully read the entire prospectus, including the risks of investing in our securities discussed under the heading "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements," as well as the documents incorporated herein by reference. You should also carefully read our consolidated financial statements and the related notes herein, as well as the exhibits to the registration statement of which this prospectus forms a part. Unless the context otherwise requires, the terms "Interpace," the "Company," the "Registrant," "we," "us," "our" and similar references in this prospectus refer to Interpace Biosciences, Inc. Overview We are a company that provides esoteric molecular diagnostic testing and pathology services to aid physicians in their evaluation of cancer risk in patients with indeterminate biopsies and a perceived risk of cancer from clinical features. We develop and commercialize genomic tests that can personalize medicine to help improve patient diagnosis and management. Due to the decision of CMS to cease reimbursement coverage of our PancraGEN test for assessing the risk of pancreatic cyst progression to cancer on April 24, 2025 which resulted in specimens for first-line fluid chemistry and PancraGEN testing not being accepted by the Company after May 2, 2025, we are currently concentrating our efforts on our molecular diagnostic tests for thyroid cancer, ThyGeNEXT and clinical services' customers consist primarily of physicians, hospitals, cancer centers, commercial laboratories, pathology groups and clinics. Our largest customer in 2025 and the first half of 2026 for ThyGeNEXT and ThyraMIR v2 was Laboratory Corporation of America or LabCorp. Our revenue channels include reimbursement by Medicare, Medicare Advantage, Medicaid and direct client billings (for example, hospitals and clinics), and commercial payers such as Blue Cross Blue Shield , Aetna , Cigna , United Healthcare and others.

are developing a new molecular diagnostic test for assessing the risk of pancreatic cyst progression to cancer, distinct from our prior pancreatic test. Our prior pancreatic test (PancraGen (Pancra Gen ) was discontinued as a result of a loss of reimbursement by Medicare, Medicare Advantage and Medicaid. We believe that the development process will take approximately 12-24 months, is subject to significant uncertainties, and there can be no assurance that the test will be successfully developed or commercialized or generate revenue on any particular timeline, or at all. Before the new test is launched, a positive determination of reimbursement from CMS must be obtained. The timing of such determination is unknown and such positive reimbursement determination may never be obtained. In order to obtain reimbursement from Medicare, Medicare Advantage, Medicaid and private insurers, we will need to prove medical necessity for such test and demonstrate that the results of such test directly influence treatment and patient management, including clinical decisions. Without such reimbursement, we will be unable to commercialize such test.

are also in the early stages of developing a new molecular diagnostic test, based on an earlier uncommercialized test, for assessing the risk of Barrett's Esophagus progression to cancer. There can be no assurance that development of this product will ever begin, and if begun, will ever be completed or be successful. It is unlikely that such a test would be launched before 2030, if at all.

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global esoteric molecular diagnostics market, valued at $29.6 billion U.S. dollars ("USD") in 2025, is projected to grow to $32.6 billion (USD) in 2026 and to $75.9 billion (USD) by 2034, exhibiting a Compound Annual Growth rate, or CAGR, of 11.12% 11.1% during the forecast period, according to Fortune Business Insights (Report ID: FBI108868, Updated January 2026).

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Liver and Intrahepatic Bile Duct

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primary goal is to drive strong growth while becoming a leader in providing high-quality and dependable personalized medicine. Our strategy is to grow our business organically and by selectively partnering-which could potentially include licensing, acquisitions or mergers, to generate positive returns for our shareholders. stockholders. We expect to continue to further develop our existing endocrine assays and to also expand our presence in other markets where we have expertise and access. Our existing customer base and broad-based capabilities provide us a unique window not only into our current customers' needs but also permit us to anticipate their future needs. Given the loss of CMS reimbursement for PancraGEN , which we discontinued in May 2025, we are adapting our strategy to mitigate the impact and continue to drive growth.

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a new molecular diagnostic test tests for assessing the risk of pancreatic cyst progression and Barrett's Esophagus to cancer;

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clinical services business commercializes clinically useful molecular diagnostic tests and molecular pathology services. We commercialize esoteric diagnostic tests that are principally focused on risk-stratification of cancer to help personalize medicine and improve patient diagnosis and management. Our current tests and services provide pathological, mutational and epigenetic analysis of fine-needle aspiration ("FNA") biopsies derived from thyroid nodules, with the goal of better informing surgery or surveillance treatment decisions in patients suspected of thyroid cancer. The molecular diagnostic tests we offer enable healthcare providers to stratify cancer risk, helping to avoid unnecessary surgical treatment in patients at low risk, while also helping to identify patients that would benefit from a consideration of surgical intervention.

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are developing a new molecular diagnostic test for assessing the risk of pancreatic cyst progression to cancer, distinct from our prior pancreatic test. Our prior pancreatic test (PancraGen ) was discontinued as a result of a loss of reimbursement by Medicare, Medicare Advantage and Medicaid. We believe that the development process will take approximately 12-24 months, is subject to significant uncertainties, and there can be no assurance that the test will be successfully developed or commercialized or generate revenue on any particular timeline, or at all. In order to obtain reimbursement from Medicare, Medicare Advantage, Medicaid and private insurers, we will need to prove medical necessity for such test and demonstrate that the results of such test directly influence treatment and patient management, including clinical decisions. Without such reimbursement, we will be unable to commercialize such test.

currently have two commercialized molecular diagnostic tests in the marketplace: ThyGeNEXT , an oncogenic mutation panel that helps "rule-in" and "rule-out" malignancy in thyroid nodules and ThyraMIR v2, used in combination with ThyGeNEXT , to help in further refining the malignancy risk of indeterminate thyroid nodules utilizing a proprietary microRNAgene expression classifier.

According to a study published by Wang, et al. in 2011, in approximately 77% of these cases, the thyroid nodule proved to be benign.

Current practice and guidelines, such as those from the American Thyroid Association (ATA), support use of molecular analysis for nodules with indeterminate cytology results as this testing can prove beneficial to further characterize these lesions and help support optimal patient management.

currently market and sell a combination testing platform that can inform cancer risk in indeterminate thyroid nodules-those that are not clearly malignant or benign by cytology. ThyGeNEXT is a next generation DNA and RNA sequencing oncogene and mRNA fusion panel. The markers within the ThyGeNEXT oncogene panel provide clinical utility by informing diagnosis, prognosis, and targeted treatment guidance aligned to FDA-approved therapies for RET, NTRK, and other markers found within the panel. The ThyGeNEXT assay evaluates the most common mutations associated with thyroid cancer. The results of this mutational analysis are then combined with the results of our unique microRNA-based endocrine cancer diagnostic test, ThyraMIR v2. This assay measures the expression of eleven distinct microRNAs by both an algorithmic and pairwise expression analysis to further refine malignancy risk. The microRNA analysis can also inform malignancy risk in the absence of an identified mutation within the mutational analysis. The combined analysis provided by the ThyGeNEXT and ThyraMIR v2 testing platform, provides very high-performance metrics and narrow malignancy risk ranges to help guide patient management decision-making.

algorithmic and pairwise expression microRNA analysis of ThyraMIR v2 refines malignancy risk and can also inform malignancy risk in the absence of an identified mutation within the mutational analysis. MicroRNAs are integral to cellular regulation. The eleven distinct microRNAs within ThyraMIR v2 assess both major and minor signaling pathways associated with thyroid cancer, such as MAPK, AKT, PI3K, ERK, and Wnt/ -Catenin. Collectively, the assessed microRNAs within the assay provide insight into multiple thyroid cancer-associated pathways encompassing more than 600 genes and potentially up to thousands more. The combined analysis provided by the ThyGeNEXT and ThyraMIR v2 testing platform, provides very high-performance metrics and narrow malignancy risk ranges to help guide patient management decision-making and is used in 93% of our patients.

when used in conjunction with ThyraMIR v2 has a 99% NPV and a 94% PPV (30% disease prevalence). "NPV" reflects negative predictive value, the probability that a nodule with a negative test result is truly benign. "PPV" reflects positive predictive value, the probability that a nodule with a positive test result is truly malignant.

estimate the total U.S. market for our endocrine (thyroid) cancer assays is approximately $300 million (USD) annually based on the current size of the patient population, estimated numbers of indeterminate biopsies and reimbursement rates. We estimate our market share in such market in the U.S. to be approximately 20% with our two largest competitors having 45% and 30% of the estimated market share respectively.

estimate the total market for our endocrine (thyroid) cancer assays is approximately $300 million (USD) annually based on the current size of the patient population, estimated numbers of indeterminate biopsies and reimbursement rates. The mutational analysis provided by ThyGeNEXT can help inform treatment alone when strong driver BRAF V600E-like mutations are found. However, reflex to ThyraMIR v2 occurs approximately 85% of the time to provide a greater understanding of malignancy risk and is especially helpful when weaker drivers of malignancy, such as RAS-like mutations, are found.

ear, nose and throat ("ENT"), and other specialists evaluate thyroid nodules for possible cancer by collecting cells through FNA biopsies that are then analyzed by cytopathologists to determine whether or not a thyroid nodule is cancerous. It is estimated that approximately 25% 20% to 30% or well over 100,000 biopsies analyzed annually yield indeterminate results, meaning they cannot be diagnosed as definitely being malignant or benign by cytopathology alone. In the past, guidelines recommended that some patients with indeterminate cytopathology results undergo surgery to remove all or part of their thyroid to obtain an accurate diagnosis by looking directly at the thyroid tissue. According to a study published by Wang, et al. in 2011, in approximately 77% of these cases, the thyroid nodule proved to be benign. Current practice and guidelines, such as those from the American Thyroid Association (ATA), support use of molecular analysis for nodules with indeterminate cytology results as this testing can prove beneficial to further characterize these lesions and help support optimal patient management.

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estimates of annual U.S. thyroid fine-needle aspiration (FNA) volume have historically ranged from approximately 525,000 to 600,000 procedures, and reported indeterminate rates ranging from approximately 20% to 30%.

Diagnostics Business - Historical Pro Forma Summary

following table provides historical pro-forma financial information as if the Company was only a thyroid diagnostics business for the periods presented. The Company stopped accepting specimens for PancraGEN testing after May 2, 2025 and the below chart reflects the exclusion of revenue and related costs from PancraG en .

ThyGeNEXT + ThyraMIRv2

ProForma Analysis 2022 - 2025

(in millions, except

volume in thousands)

growth for ThyGeNEXT and ThyraMIR v2 represents a 19.7% compounded annual growth rate from 2022 to 2025.

EBIT is equal to the operating income or loss generated by the thyroid-only business.

Adjusted EBITDA is a non-GAAP financial metric used by management to measure cash flow of the ongoing business. Adjusted EBITDA is defined as income or loss from continuing operations, plus depreciation and amortization, non-cash stock-based compensation, interest and taxes, and other non-cash and non-recurring expenses.

following table shows the reconciliation from EBIT to adjusted EBITDA for the years presented.

Depreciation/Amortization

following table sets forth the Company's thyroid reimbursement breakdown for 2025.

Includes Medicaid and Managed Medicaid

Represents client and patient payer groups

means average sale price.

are developing a new molecular diagnostic test for assessing the risk of pancreatic cyst progression to cancer, distinct from our prior pancreatic test. Our prior pancreatic test (PancraG en ) was discontinued as a result of a loss of reimbursement by Medicare. As part of this development process, we are seeking to extend the next-generation sequencing and microRNA technology platforms behind ThyGeNEXT and ThyraMIR v2 into pancreatic cancer.

The program design includes an extensive genomic panel and proprietary microRNA classification aligned with National Comprehensive Cancer Network (NCCN) guidelines. Together, these technologies are intended to provide decision-making support to clinicians, including medical oncologists, for pancreatic cancer detection, classification and neoadjuvant treatment selection. Analytical validation of the panel design is underway, with clinical validation and utility studies planned across 2026 and 2027, and reimbursement and launch activities to follow. This new product is in development, not yet available for clinical use, and has not been cleared or approved by, and is not subject to clearance or approval by, the U.S. Food and Drug Administration. We estimate the potential market for this product at approximately $500 million which is based on an estimated patient population of approximately 800,000 and approximately 30% of those are referred to a gastroenterologist for an endoscopic ultrasound-guided fine-needle aspiration (EUS-FNA) procedure. The development process is subject to significant uncertainties, and there can be no assurance that the test will be successfully developed or commercialized or generate revenue on any particular timeline, or at all. In order to obtain reimbursement from Medicare, Medicare Advantage, Medicaid and private insurers, we will need to prove medical necessity for such test and demonstrate that the results of such test directly influence treatment and patient management, including clinical decisions. Without such reimbursement, we will be unable to commercialize such test.

are currently in the early planning stages of potentially applying the aforementioned technology to Barrett's Esophagus cancer risk-stratification. There can be no assurance that development of this product will ever begin, and if begun, will ever be completed or be successful. We estimate the potential market for this product at approximately $1 billion based on Company estimates and on a current assumed U.S. adult population over the age of 50 of approximately 125 million of which approximately 2% will develop Barrett's Esophagus. However, it is unlikely that such a test would be launched before 2030, if at all.

our annual meeting of stockholders on ___________ , August 20, 2026 (the "Annual Meeting"), our stockholders granted discretionary authority to our Board of Directors (the "Board") to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock within a range of one-for-two to one-for-ten, with the exact ratio, if any, to be determined by our Board of Directors thereof without further approval or authorization of our stockholders and with the reverse stock split to be implemented not later than one (1) year after stockholder approval. On __________, August 20, 2026, our Board approved the reverse stock split at a ratio of 1-for-__. 1-for-5. On ________, August 25, 2026, we filed a certificate of amendment (the "Amendment") to our Certificate of Incorporation with the Secretary of State of the State of Delaware (as amended, the "Amended and Restated Certificate of Incorporation"), to effectuate a 1-for-___ 1-for-5 reverse stock split (the "Reverse Split") of our common stock without any change to its par value or the number of authorized shares of common stock. The Amendment became effective on __________, August 27, 2026. No fractional shares were issued in connection with the Reverse Split, as all fractional shares were rounded up to the next whole share. Unless otherwise stated, all share and per share amounts of our common stock included in this prospectus have been adjusted to give effect to the Reverse Split to all periods presented; however, documents incorporated by reference into this prospectus that were filed prior to ___________ , August 27, 2026 do not give effect to the reverse stock split, unless otherwise stated.

were originally incorporated in New Jersey in 1986 and began commercial operations as PDI, Inc., a contract sales organization or CSO, in 1987. In connection with PDI, Inc.'s initial public offering, it reincorporated in Delaware in 1998. In 2015 the CSO business and assets were sold, and we continued to operate our molecular diagnostics business as Interpace Diagnostics Group, Inc. (IDXG) ("IDXGD" for 20 trading days from and including the date of the Reverse Split). We conduct our business through our wholly-owned subsidiaries, Interpace Diagnostics, LLC, which was formed in Delaware in 2013 and Interpace Diagnostics Corporation (formerly known as RedPath Integrated Pathology, Inc.), which was formed in Delaware in 2007. On November 12, 2019, we changed the name of Interpace Diagnostics Group, Inc. to Interpace Biosciences, Inc. Our executive offices are located at Waterview Plaza, Suite 310, 2001 Route 46, Parsippany, New Jersey 07054. Our telephone number is (855) 776-6419.

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The offering 3 changes

shares, based on the assumed public offering price of $____, which is the last reported sale price of our common stock on the OTCID on_________, 2026.

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shares ( shares if the underwriter exercises its option to purchase additional shares in full).

underwriter has an option for a period of 30 days to acquire up to an additional _______ shares $3,000,000 of common stock at the public offering price, less the underwriting discount, solely for the purpose of covering over-allotments, if any.

Dividend policy 1 change

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have applied to list our common stock on the Nasdaq Capital Market under the symbol "IDXG" upon our satisfaction of Nasdaq's initial listing criteria. The closing of this offering is contingent upon receiving conditional approval from Nasdaq of such listing. Our common stock is currently quoted on the OTCID under the symbol "IDXG" ("IDXGD" for 20 trading days from and including the date of the Reverse Split).

Risk factors 12 changes

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Related to our Reverse Stock Split:

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effective increase in the number of shares of our common stock available for issuance as a result of the reverse stock split may result in further dilution to our existing stockholders and have anti-takeover implicatio ns.

Reverse stock Split may decrease the liquidity of the shares of our common stock and the resulting market price of our common stock may not attract or satisfy the investing requirements of new investors, including institutional investors.

liquidity of the shares of our common stock may be affected adversely by the Reverse stock Split given the reduced number of shares outstanding following the Reverse stock Split. Additionally, the Reverse stock Split may increase the number of shareholders stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such shareholders stockholders to experience an increase in the cost of selling their shares and greater difficulty affecting such sales. Moreover, there can be no assurance that the Reverse stock Split will result in a share price that will attract new investors, including institutional investors, and there can be no assurance that the market price of our common stock will satisfy the investing requirements of these investors. Consequently, the trading liquidity of our common stock may not necessarily improve as a result of the Reverse stock Split.

market price of our common stock will also be based on and may be adversely affected by our performance, financial results, market conditions, the market's perception of our business and other factors which are unrelated to the number of shares outstanding. As a result, there can be no assurance that the Reverse stock Split if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse stock Split or that the market price of the common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of common stock after a the Reverse stock Split will increase in proportion to the reduction in the number of shares of common stock outstanding before the Reverse stock Split. In addition, the Reverse stock Split may not result in a market price per share that will attract certain segments of the institutional investor community and the investing public that previously refrained from investing in us because of the low market price of common stock. The percentage decline in the market price of our common stock, as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the effective increase in the number of shares of our common stock available for issuance as a result of the Reverse stock Split may result in further dilution to our existing stockholders and have anti-takeover implicatio ns.

Reverse stock Split alone had no effect on our authorized capital stock, and the total number of authorized shares remains the same as before the Reverse stock Split. The Reverse stock Split of our issued and outstanding shares increased the number of shares of our common stock available for issuance. The additional available shares are available for issuance from time to time at the discretion of the Company's Board of Directors when opportunities arise, without further stockholder action or the related delays and expenses, except as may be required for a particular transaction by law, the rules of any exchange on which our securities may then be listed, or other agreements or restrictions. Any issuance of additional shares of our common stock would increase the number of outstanding shares of our common stock and (unless such issuance was pro-rata among existing stockholders) the percentage ownership of existing stockholders would be diluted accordingly. In addition, any such issuance of additional shares of our common stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of our common stock.

Any issuance of additional shares of our common stock would increase the number of outstanding shares of our common stock and (unless such issuance was pro-rata among existing stockholders) the percentage ownership of existing stockholders would be diluted accordingly.

In addition, any such issuance of additional shares of our common stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of our common stock.

the effective increase in the number of authorized shares could, under certain circumstances, have anti-takeover implications. For example, the additional shares of common stock that have become available for issuance could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in control or our management. Although our Reverse stock Split is prompted by other considerations and not by the threat of any hostile takeover attempt, stockholders should be aware that our Reverse stock Split could facilitate future efforts by us to deter or prevent changes in control, including transactions in which our stockholders might otherwise receive a premium for their shares over then-current market prices.

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See the section titled " Dilution " for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.

the public offering price of our common stock in this offering is higher than the net tangible book value per share of our outstanding common stock outstanding prior to this offering, you will suffer dilution in the book value of the common stock you purchase in this offering. The shares of common stock sold in this offering, if any, will be sold from time to time at various prices. After giving effect to the sale of our common stock in the aggregate offering amount of $____ $20.0 million at an assumed offering price of $____ $6.47 per share, which is equal to the last reported sale price of our common stock on the OTCID on ________, September 22, 2026, and after deducting estimated offering commissions and expenses payable by us, you would suffer immediate dilution of $____ $2.01 per share in the net tangible book value of the common stock. See the section titled " Dilution " for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.

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to this offering, approximately 84% 79% of our common stock was held by two private equity funds. While such funds have registration rights, such common stock is not currently registered and is subject to resale limitations under Securities Act Rule 144. Subsequent to this offering and the expiration of their respective lock-up agreements on , 2026, such funds may sell a substantial number of shares of our common stock in the public market, which could cause the market price of our common stock to decline.

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Use of proceeds 5 changes

estimate that the net proceeds to us from this offering will be approximately $_____ $17.8 million (or approximately $____ $20.6 million if the underwriter exercises in full their its option to purchase up to _______ additional shares of common stock), based on an assumed public offering price of $____ per share, which was the last reported sale price per share of our common stock on the OTCID on ________, 2026, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

intend to use the net proceeds of this offering for working capital, capital expenditures and other general corporate purposes. We may use a portion of the net proceeds of this offering for the development of a new test to assess the risk of pancreatic cyst and Barrett's Esophagus progression to cancer. We may also use a portion of the net proceeds from this offering to in-license, acquire or invest in complementary businesses, technologies, products or assets. Although we currently have no agreements, commitments or obligations to do so, we evaluate such opportunities and engage in related discussions with third parties from time to time.

$1.00 increase or decrease in the assumed public offering price of $_____ $6.47 per share, the last reported sale price per share of our common stock on the OTCID on ________, September 22, 2026, would increase or decrease the net proceeds to us from this offering by $___ $2.9 million, assuming that the number of shares of common stock offered by us as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares of common stock offered by us, would increase or decrease the net proceeds to us by $___ $6.1 million, assuming the assumed public offering price per share remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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common stock is currently quoted on the OTCID under the symbol "IDXG" ("IDXGD" for 20 trading days from and including the date of the Reverse Split). In connection with this offering, we have applied to list our common stock on Nasdaq under the symbol "IDXG." We believe that upon the completion of this offering, we will meet the standards for listing on Nasdaq, and the closing of this offering is contingent upon receiving conditional approval from Nasdaq of such listing. No assurance can be given that our listing application will be approved or, if we receive approval, that a trading market will develop or be sustained. The sale prices of our common stock on the OTCID may not be indicative of the price of our common stock when traded on Nasdaq. Unlike Nasdaq, the OTCID is not registered as an "exchange" pursuant to the Exchange Act. OTCID is part of a SEC-registered electronic interdealer quotation system that displays quotes from broker-dealers, , sales volume, trade execution prices and other information. OTCID is a significantly more limited market than Nasdaq and our trading volume on OTCID is limited. If our listing application with Nasdaq is not approved, we will not consummate this offering.

of ________, September 22, 2026, we had approximately __________ 5,901,962 shares of common stock issued and outstanding held of record by approximately ___ 180 holders of record. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners of our common stock represented by these record holders.

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Capitalization 19 changes

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an actual basis; and

thousands, except sha r e and per sha r e amounts)

Preferred Stock, $.01

par value; 5,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026 Common stock, par value $0.01 per share; 100,000,000 shares authorized at June 30, 2026; __________ shares issued and outstanding, actual; __________ shares issued and outstanding, as adjusted Additional paid-in capital Accumulated deficit Treasury stock, at cost Total stockholders' equity Total capitalization The foregoing discussion and table above are based on ___________ shares of common stock outstanding as of June 30, 2026, and excludes:

an adjusted basis, including 360,114 shares issued upon the settlement of restricted stock units that vested on August 20, 2026;

an as a further adjusted basis to give effect to the issuance and sale by us of _________ $20,000,000 of shares of common stock at an assumed public offering price of $____ $6.47 per share, which is equal to the last reported sale price of our common stock on the OTCID on ________, September 22, 2026, and after deducting underwriting discounts, fees and estimated offering expenses payable by us.

should read this table together with "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as our financial statements and related notes incorporated by reference in this prospectus. The information presented in the capitalization table has been adjusted to reflect the effect of this current offering.

As Adjusted for RSU Vesting

As Adjusted For Offering

(in thousands, except share and

Cash and cash equivalents

Stockholders' equity:

Preferred stock, par value $0.01 per share; 5,000,000 shares authorized, 0 shares issued and outstanding - - - Common stock, par value $.01 per share; 100,000,000 shares authorized, and 200,000,000 as adjusted;

5,568,999 shares issued and 5,540,181 outstanding, actual; 6,045,457 shares issued and 5,900,295 outstanding, post-vesting; 9,136,647 issued and 8,991,485 outstanding, as adjusted to give effect to this offering Additional paid-in capital 234,608 238,439 256,196 Accumulated deficit (209,926 ) (213,761 ) (213,761 ) Treasury stock, at cost (28,818, 145,162, and 145,162 shares) (2,078 ) (3,015 ) (3,015 ) Total stockholders' equity $ 23,244 $ 22,307 $ 40,095 Total capitalization $ 23,244 $ 22,307 $ 40,095 The foregoing discussion and table above are based on 5,540,181 shares of common stock outstanding as of June 30, 2026, and excludes:

shares issuable under our 2019 Equity Incentive Plan upon the exercise of outstanding stock options, with a weighted average exercise price of $____, (including 10,134 shares issuable under our 2019 Equity Incentive Plan upon the settlement of outstanding restricted 2004 Stock units, shares issuable under our 2026 Equity Award and Incentive Plan) upon the exercise of outstanding stock options, with a weighted average exercise price of $____, shares issuable under our 2026 Equity Incentive Plan upon the settlement of outstanding restricted stock units, shares reserved for future issuance under the 2026 Equity Incentive Plan, and shares reserved for future issuance under the 2026 Employee Stock Purchase Plan. $36.49;

shares issuable under our 2019 Equity Incentive Plan upon the settlement of outstanding restricted stock units;

shares issuable under our 2026 Equity Incentive Plan upon the exercise of outstanding stock options with a weighted average exercise price of $10.10;

shares issuable under our 2026 Equity Incentive Plan upon the settlement of outstanding restricted stock units;

shares reserved for future issuance under the 2026 Equity Incentive Plan; and shares reserved for future issuance under the 2026 Employee Stock Purchase Plan.

Dilution 20 changes

in net tangible book value per share represents the difference between the amount per share paid by purchasers in this offering and the as adjusted net tangible book value per share of our common stock immediately after this offering. After giving effect to the sale of __________ shares $20,000,000 of common stock at an assumed public offering price per share of common stock of $____, $6.47, which is equal to the last reported sale price of our common stock on the OTCID on ________, September 22, 2026, and after deducting the estimated underwriting discounts and estimated offering expenses payable by us, and after giving effect to the issuance of 360,114 shares for the settlement of restricted stock units on August 20, 2026, our as adjusted net tangible book value as of June 30, 2026 would have been approximately $____ $40.1 million, or approximately $____ $4.46 per share. This represents an immediate increase in net tangible book value to existing shareholders stockholders of $____ $0.68 per share and an immediate dilution in as adjusted net tangible book value of $____ $2.01 per share of our common stock to the investors purchasing securities in this offering.

1 unchanged paragraph

Historical net tangible book value (deficit) per share as of June 30,

Increase in net tangible book value per share

attributable to investors purchasing in this offering

Assumed public offering price per share of common stock

Historical net tangible book value (deficit) per share as of June 30, 2026 $ 4.20 Historical net tangible book value (deficit) per share as of June 30, 2026, as adjusted for the issuance of 360,114 shares for the settlement of restricted stock units on August 20, 2026 $ 3.78 Increase in net tangible book value per share attributable to investors purchasing in this offering $ 0.68 As adjusted net tangible book value per share as of June 30, 2026 after this offering $ 4.46 Dilution per share to investors purchasing in this offering $ 2.01 Each $1.00 increase in the assumed public offering price of $6.47 per share, the last reported sale price of our common stock on the OTCID on September 22, 2026, would increase our as adjusted net tangible book value per share after this offering by $0.21 per share.

As adjusted net tangible book value per share as of June 30, 2026 after this offering $ Dilution per share to investors purchasing in this offering $ Each $1.00 increase or decrease in the assumed public offering price of $____ per share, the last reported sale price of our common stock on the OTCID on _________, 2026, would increase or decrease our as adjusted net tangible book value per share after this offering by $____ $0.26 per share. For each $1.00 increase in the assumed public offering price, the dilution per share to new investors participating in this offering would be $____ per share, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. For each $1.00 decrease in the assumed public offering price, the dilution $2.80 per share, to new investors participating in this offering would be $____, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase of 1.0 million shares of common stock offered by us would decrease the as adjusted net tangible book value after this offering by $_____ per share and increase the dilution per share to new investors participating in this offering by $____ per share, and a decrease of 1.0 million shares dollar amount of common stock offered by us would increase the as adjusted net tangible book value by $____ per share and decrease the dilution per share to new investors in this offering by $____ per share, assuming that the assumed public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

For each $1.00 decrease in the assumed public offering price, the dilution per share to new investors participating in this offering would be $1.27, assuming that the dollar amount of common stock offered by us remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

foregoing discussion and tables above are based on __________ 5,540,181 shares of common stock outstanding as of June 30, 2026, and excludes:

shares issuable under our 2019 Equity Incentive Plan (including 10,134 shares under the 2004 Stock Award and Incentive Plan) upon the exercise of outstanding stock options, with a weighted average exercise price of $__________ per share; $36.49;

1 unchanged paragraph

shares issuable under our 2026 Equity Incentive Plan upon the exercise of outstanding stock options with a weighted average exercise price of $____; $10.10;

2 unchanged paragraphs

the extent that any outstanding options or warrants are exercised, new options or other equity awards are issued under our equity incentive plans, or we issue additional shares in the future, there will may be further dilution to new investors participating in this offering.

12 unchanged paragraphs

estate, the income of which is subject to U.S. federal income tax regardless of its source;

estate, the income of which is subject to U.S. federal income tax regardless of its source; or a trust if (1) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons have the authority to control all of the trust's substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

individual is generally treated as a resident of the United States in any calendar year for United States federal income tax purposes if the individual is present in the United States for at least 31 days in that calendar year and for an aggregate of at least 183 days during the three-year period ending on the last day of the current calendar year. For purposes of the 183-day calculation, all of the days present in the current year, one-third of the days present in the immediately preceding year and one-sixth of the days present in the second preceding year are counted. Residents are generally taxed for U.S. federal income tax purposes as if they were United on Our Common Stock if any, on our common stock will generally constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as reducing your adjusted basis in your shares of common stock, and, to the extent such excess exceeds such adjusted basis, as capital gain from the sale or exchange of such common stock, subject to the tax treatment described below under "-Gain on Sale, Exchange or Other Taxable Disposition of Our Common Stock". States citizens.

if any, on our common stock will generally constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as reducing your adjusted basis in your shares of common stock, and, to the extent such excess exceeds such adjusted basis, as capital gain from the sale or exchange of such common stock, subject to the tax treatment described below under "-Gain on Sale, Exchange or Other Taxable Disposition of Our Common Stock".

4 unchanged paragraphs

general, information reporting requirements will apply to payments of dividends on, and the proceeds of the sale of, our common stock. Backup withholding may apply to such payments if a U.S. holder fails to comply with certain identification requirements. Backup withholding is currently imposed at a rate of 24%.

Backup withholding may apply to such payments if a U.S. holder fails to comply with certain identification requirements. Backup withholding is currently imposed at a rate of 24%.

8 unchanged paragraphs

holder is an individual that is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case, the holder will generally be subject to a 30% tax on the net gain derived from the disposition, which may be offset by U.S. source capital losses realized during the same taxable year, if any, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses; or we are, or have been within the five years preceding the holder's disposition of the common stock, a "United States real property holding corporation" as defined in the believe that we are not currently and will not become a "United States real property holding corporation." However, no assurance can be given that we are not or will not become a "United States real property holding corporation" in the future, because the determination of whether we are a "United States real property holding corporation" depends on the fair market value of our United States real property interests relative to the fair market value of our foreign real property interests and any of our other assets used in a trade or business. In general, gain on the sale or other disposition of stock of a "United States real property holding corporation" that is "regularly traded" on an established securities market will be subject to U.S. federal income tax only in the case of a holder that owns more than 5% of the total fair market value of that class of stock at any time during the five-year period ending on the date of disposition. Non-U.S. holders that may be treated as actually or constructively owning more than 5% of our common stock should consult their tax advisors with respect to the U.S. federal income tax consequences of the ownership and disposition of common stock. If a non-U.S. holder is subject to U.S. federal income tax pursuant to these rules, any gains on the sale or other disposition of such stock would be taxed on a net income basis at the graduated rates applicable to U.S. persons, and such holder would be required to file a U.S. tax return with respect to such gains. Code.

believe that we are not currently and will not become a "United States real property holding corporation." However, no assurance can be given that we are not or will not become a "United States real property holding corporation" in the future, because the determination of whether we are a "United States real property holding corporation" depends on the fair market value of our United States real property interests relative to the fair market value of our foreign real property interests and any of our other assets used in a trade or business. In general, gain on the sale or other disposition of stock of a "United States real property holding corporation" that is "regularly traded" on an established securities market will be subject to U.S. federal income tax only in the case of a holder that owns more than 5% of the total fair market value of that class of stock at any time during the five-year period ending on the date of disposition. Non-U.S. holders that may be treated as actually or constructively owning more than 5% of our common stock should consult their tax advisors with respect to the U.S. federal income tax consequences of the ownership and disposition of common stock. If a non-U.S. holder is subject to U.S. federal income tax pursuant to these rules, any gains on the sale or other disposition of such stock would be taxed on a net income basis at the graduated rates applicable to U.S. persons, and such holder would be required to file a U.S. tax return with respect to such gains.

7 unchanged paragraphs

Description of the securities 6 changes

2 unchanged paragraphs

of _______________, September 22, 2026, our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share, of which _____________ 5,901,962 shares were issued and outstanding, held by approximately ____ 180 stockholders of record and 5,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding, reflecting the amendment of our Amended and Restated Certificate of Incorporation on ___________ , August 20, 2026. 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 _________________ September 22, 2026 we had options to purchase ____________ 49,244 shares of common stock issued and outstanding at a weighted average exercise price of $______ $36.49 (including 10,134 shares under the 2004 Stock Award and Incentive Plan) and 1,666 restricted stock units outstanding under our 2019 Equity Incentive Plan. On September 22, 2026, we had options to purchase ____________ 318,554 shares of common stock issued and outstanding with a weighted average exercise price of $______ $10.10 and 138,501 restricted stock units outstanding under our 2026 Equity Incentive Plan. 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.

of our common stock are entitled to one vote for each share on all matters submitted to a vote of stockholders, and do not have cumulative voting rights. Generally, in matters other than the election of directors, the affirmative vote of a majority of the votes cast authorizes such an action, except where Delaware General Corporation Law, prescribes our Amended and Restated Certificate of Incorporation, or our bylaws prescribe a different percentage of votes or a different exercise of voting power. For the election of directors, directors are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote. cast.

26 unchanged paragraphs

consummation of the transaction which resulted in the stockholder becoming an "interested stockholder," the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares);

consummation of the transaction which resulted in the stockholder becoming an "interested stockholder," the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.

2 unchanged paragraphs

person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and the affiliates and associates of any such person.

2 unchanged paragraphs

Amended and Restated Certificate of Incorporation provides that no director or officer of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. Delaware General Corporation Law.

8 unchanged paragraphs

Principal stockholders 15 changes

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

of Shares Outstanding

following table shows, as of the Record Date, September 22, 2026, 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 and director nominees; (iii) each of our current named executive officers, and (iv) all current directors and 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., 2001 Route 46 Waterview Plaza, Suite 310, Parsippany, New Jersey 07054. The percentage of beneficial ownership is based on 27,700,904 5,901,962 shares of common stock outstanding as of the July 15, 2026. September 22, of Shares Beneficially Owned (1) Percent of Shares Outstanding 5% Holders:

2 unchanged paragraphs

Executive officers and directors:

4 unchanged paragraphs

All executive officers and directors as a group (6 persons)

1 unchanged paragraph

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 July 15, September 22, 2026. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

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

1 unchanged paragraph

information is based solely on a Form 4 filed with the SEC on February 4, 2026 by Ampersand. Ampersand reported ownership of 13,861,386 2,772,278 shares of common stock as adjusted for the Company's Reverse Split on August 27, 2026.

1 unchanged paragraph

information is based solely on a Form 4 filed with the SEC on February 17, 2026 by 1315 Capital. 1315 Capital reported ownership of 9,405,941 1,881,189 shares of common stock as adjusted for the Company's Reverse Split on August 27, 2026.

3 unchanged paragraphs

10,855 2,171 shares owned by Mr. Burnell's spouse. Mr. Burnell disclaims beneficial ownership of these shares.

2,500 500 shares issuable pursuant to stock options exercisable within 60 days of July 15, September 22, 2026.

28,000 5,600 shares issuable pursuant to stock options exercisable within 60 days of July 15, September 22, 2026.

32,920 6,584 shares issuable pursuant to stock options exercisable within 60 days of July 15, September 22, 2026.

33,820 6,764 shares issuable pursuant to stock options exercisable within 60 days of July 15, September 22, 2026.

Plan of distribution 16 changes

are offering the shares of common stock described in this prospectus through the underwriter listed below, with whom we intend to enter into an underwriting agreement. Lake Street Capital Markets, LLC is acting as the sole bookrunning manager for this offering. The underwriter has agreed to buy, subject to the terms and conditions of the underwriting agreement, the number of shares of common stock listed opposite its name below. The underwriter is committed to purchase and pay for all of the shares if any are purchased, other than those shares covered by the over-allotment option described below.

Street Capital Markets, LLC

underwriter has advised us that it proposes to offer the shares of common stock to the public at a price of $____ per share. The underwriter proposes to offer the shares of common stock to certain dealers at the same price, less a concession of not more than $____ per share.

After the offering, these figures may be changed by the underwriter.

shares sold in this offering are expected to be ready for delivery on or about __________, 2026, against payment in immediately available funds. The underwriter may reject all or part of any order.

have granted to the underwriter an option to purchase up to an additional ___________ shares of common stock from us at the same price to the public, and with the same underwriting discount, as set forth in the table below. The underwriter may exercise this option in whole or in part at any time during the 30-day period after the date of this prospectus. To the extent the underwriter exercises the option, the underwriter will become obligated, subject to certain conditions, to purchase the shares for which it exercised the option.

Commissions and Expenses

underwriter propose to offer to the public shares of common stock purchased pursuant to the underwriting agreement at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $____ per share. In connection with the sale of the common stock to be purchased by the underwriter, the underwriter will be deemed to have received compensation in the form of underwriting commissions and discounts. The underwriter's commissions and discounts will be 6.0% of the gross proceeds of this offering, or $____ per share of common stock, based on the assumed public offering price per share set forth on the cover page of this prospectus.

table below summarizes the underwriting discounts that we will pay to the underwriter. These amounts are shown assuming both no exercise and full exercise of the over-allotment option. In addition to the underwriting discount, we have agreed to pay up to $175,000 of the fees and expenses of the underwriter, which may include the fees and expenses of counsel to the underwriter. The fees and expenses of the underwriter that we have agreed to reimburse are not included in the underwriting discounts set forth in the table below. The underwriting discount and reimbursable expenses the underwriter will receive were determined through arms'-length negotiations between us and the underwriter.

with no Over-Allotment

Price to the public:

Underwriting discount to be paid by us

Proceeds, before expenses, to us:

estimate that the total expenses of this offering, excluding underwriting discounts, will be $____. $1,000,000. This includes $175,000 of the fees and expenses of the underwriter. These expenses are payable by us.

13 unchanged paragraphs

common stock is currently quoted on the OTCID under the symbol "IDXG" ("IDXGD" for 20 trading days from and including the date of the Reverse Split). In connection with this offering, we have applied to list our common stock on Nasdaq under the symbol "IDXG".

3 unchanged paragraphs

connection with this offering, the underwriter may distribute prospectuses by electronic means, such as e-mail. In addition, the underwriter may facilitate Internet distribution for this offering to certain of its Internet subscription customers. The underwriter may allocate a limited number of shares for sale to its online brokerage customers. An electronic prospectus is available on the Internet websites maintained by any such the underwriter. Other than the prospectus in electronic format, the information on the websites of the underwriter is not part of this prospectus.

16 unchanged paragraphs

01 of any Current Report on Form 8-K 3 changes

1 unchanged paragraph

Quarterly Reports on Form 10-Q for the three month period ended March 31, 2026 filed with the SEC on May 12, 2026 and for the three month period ended June 30, 2026 filed with the SEC on August ___________, 10, 2026 .

1 unchanged paragraph

description of our shares of common stock contained in our registration statement on Form 8-A filed with the Commission on May 13, 1998, pursuant to the Exchange Act, including any amendment or report filed for the purpose of updating such description.

Current Reports on Forms 8-K, as applicable (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed with the SEC on August 21, 2026 (as amended on August 26, 2026 ) and description of our shares of common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K filed with the Commission on April 1, 2021, including any amendment or report filed for the purpose of updating such description.

3 unchanged paragraphs

Indemnification of Directors and Officers 7 changes

2 unchanged paragraphs

any breach of the director's or officer's

acts or omissions not in good faith or that

under Section 174 of the Delaware General

breach of the director's or officer's duty of loyalty to the Registrant or its stockholders;

or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

Section 174 of the Delaware General Corporation Law (regarding liability of directors for unlawful dividends and stock purchases); or any transaction from which the director or officer derived an improper personal benefit.

transaction from which the director or officer derived an improper personal benefit.

5 unchanged paragraphs

Exhibits 25 changes

2 unchanged paragraphs

Asset Purchase Agreement, dated August 31, 2022 by and among Interpace Biosciences, Inc., Interpace Pharma Solutions, Inc. and Flagship Biosciences, Inc., incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on September 7, 2022.

version of Certificate of Incorporation of Interpace Biosciences, Inc., as amended most recently by the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, effective October 11, 2024, incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2024.

Form of Underwriting Agreement dated [ ●] , by and between Interpace Biosciences, Inc. and Lake Street Capital Markets, LLC (filed herewith).

Asset Purchase Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 2.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

1 unchanged paragraph

Of Amended and Restated Certificate of Incorporation, incorporated by reference to Annex A of the Company's definitive proxy statement, filed with the SEC on July 7, 2026.

Amended and Restated Certificate of Incorporation, dated August 20, 2026 (filed herewith).

Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated August 25, 2026 (filed herewith).

2 unchanged paragraphs

Opinion of McDermott Will & Schulte LLP (filed herewith).

1 unchanged paragraph

Form of Restricted Stock Unit Agreement for Employees, incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

Form of Restricted Stock Unit Agreement for Directors, incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

7 unchanged paragraphs

Interpace Diagnostics Group, Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.2 of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

5 unchanged paragraphs

Form of 2026 Employee Stock Purchase Plan, incorporated by reference to Annex D of the Company's definitive proxy statement, filed with the SEC on July 7, 2026.

2026 Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8, filed with the SEC on September 17, 2026.

6 unchanged paragraphs

Amendment to the Interpace Biosciences, Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed with the SEC on November 15, 2022.

Series C Preferred Stock Exchange Agreement, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on October 15, 2024.

1 unchanged paragraph

Form Of 2026 Equity Incentive Plan, incorporated by reference to Annex C of the Company's definitive proxy statement, filed with the SEC on July 7, 2026.

2026 Equity Incentive Plan, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8, filed with the SEC on September 17, 2026.

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2026 Equity Incentive Plan, incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8, filed with the SEC on September 17, 2026.

Form of Stock Option Grant Notice and Stock Option Agreement under the 2026 Equity Incentive Plan, incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-8, filed with the SEC on September 17, 2026.

1 unchanged paragraph

Consent of EisnerAmper, LLP (filed herewith).

Consent of McDermott Will & Schulte LLP (included in Exhibit 5.1 filed herewith).

7 unchanged paragraphs

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) 107** Filing Fee Table (filed herewith).

1 unchanged paragraph

To be filed by amendment.

Certain schedules, exhibits and similar attachments

to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K because they do not contain information material to an investment decision that is not otherwise disclosed in the exhibit or the registration statement. The registrant agrees to furnish supplementally a copy of any omitted schedule, exhibit or similar attachment to the SEC upon request.

Undertakings 8 changes

2 unchanged paragraphs

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

5 unchanged paragraphs

preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

5 unchanged paragraphs

INTERPACE BIOSCIENCES, INC.

to the requirements of the Securities Act, 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 [ ● ], September 24, 2026.

and Chief Executive Officer

2 unchanged paragraphs

/s/ Thomas W. Burnell

1 unchanged paragraph

/s/ Christopher McCarthy

2 unchanged paragraphs