Interpace Biosciences registers 3,100,000 shares for sale

Cover page 4 changes

filed with the Securities and Exchange Commission on September October 30, 2026.

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TO COMPLETION, DATED SEPTEMBER OCTOBER 30, 2026

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or "us") is offering 3,100,000 shares of common stock, $0.01 par value per share. We currently estimate that the public offering price will be between $6.00 and $7.00 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 29, 2026 was $6.42 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 and the midpoint of the price range set forth above of $6.50 per share used throughout this prospectus may not be indicative of the final public offering price.

Group Inc. (the "OTCID") on October 29, 2026 was $5.72 per share. The public offering price per share will be determined between the representative of the underwriters 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 and the midpoint of the price range set forth above of $6.50 per share used throughout this prospectus may not be indicative of the final public offering price.

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The offering 2 changes

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shares (9,466,962 shares if the underwriter exercises its underwriters exercise their option to purchase additional shares in full).

underwriter has underwriters have an option for a period of 30 days to acquire up to an additional 465,000 shares of common stock at the public offering price, less the underwriting discount, solely for the purpose of covering over-allotments, if any.

Risk factors 4 changes

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public offering price will be set by our Board of Directors in consultation with the underwriter representative of the underwriters and does not necessarily indicate the actual or market value of our common stock.

Board of Directors will approve the public offering price and other terms of this offering after consultation with the underwriter representative of the underwriters and after considering, among other things: the number of shares authorized in our Amended and Restated Certificate of Incorporation; the current market price of our common stock; trading prices of our common stock over time; the volatility of our common stock; our current financial condition and the prospects for our future cash flows; the availability of and likely cost of capital of other potential sources of capital; the characteristics of interested investors; and market and economic conditions at the time of the offering. The public offering price is not intended to bear any relationship to the book value of our assets or our past operations, cash flows, losses, financial condition, net worth or any other established criteria used to value securities. The public offering price may not be indicative of the fair value of the common stock.

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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.

to this offering, approximately 79% of our common stock was held by two unrelated 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 , 2027, 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 2 changes

estimate that the net proceeds to us from this offering will be approximately $17.9 million (or approximately $20.8 million if the underwriter exercises underwriters exercise in full its their option to purchase up to 465,000 additional shares of common stock), based on an assumed public offering price of $6.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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of September 25, October 28, 2026, we had approximately 5,901,962 shares of common stock issued and outstanding held of record by approximately 180 200 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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Description of the securities 2 changes

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of September 25, 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 filing 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.

of October 28, 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 200 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 filing 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 25, October 28, 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 25, October 28, 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.

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Principal stockholders 8 changes

following table shows, as of September 22, October 28, 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 5,901,962 shares of common stock outstanding as of September 25, October 28, of Shares Beneficially Owned (1) Percent of Shares Outstanding 5% Holders:

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

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we include shares underlying common stock derivatives, such as stock options and RSUs that a person has the right to acquire within 60 days of September 22, October 28, 2026. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

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500 shares issuable pursuant to stock options exercisable within 60 days of September 22, October 28, 2026.

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

6,584 shares issuable pursuant to stock options exercisable within 60 days of September 22, October 28, 2026.

6,764 shares issuable pursuant to stock options exercisable within 60 days of September 22, October 28, 2026.

Plan of distribution 18 changes

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

also have agreed to indemnify the underwriter underwriters against certain liabilities, including civil liabilities under the Securities Act or to contribute to payments that the underwriter underwriters may be required to make in respect of those liabilities.

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(ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of our common stock; or (iii) file any registration statement, other than a registration statement on Form S-8, with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, without the prior written consent of the underwriter, Representative, for a period of 90 days following the date of this prospectus, (the "Lock-up Period"). This consent may be given at any time without public notice. These restrictions on future issuances are subject to exceptions for (i) the issuance of shares of our common stock sold in this offering, (ii) the issuance of shares of our common stock upon the exercise of outstanding options and the vesting of restricted stock awards or units, (iii) the issuance of employee stock options not exercisable during the Lock-up Period and the grant, redemption or forfeiture of restricted stock awards or restricted stock units pursuant to our equity incentive plans or as new employee inducement grants and (iv) the issuance of common stock or warrants to purchase common stock in connection with mergers or acquisitions.

addition, each of our directors, executive officers and our two largest stockholders will enter into a lock-up agreement with the underwriter. Representative.

Under the lock-up agreements, the directors and executive officers may not, directly or indirectly, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge, enter into any hedging, swap or other agreement or transaction, including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any such transaction is to be settled by delivery, cash or otherwise, make any demand for or exercise any right with respect to the registration of any shares of our common stock, or enter into any transaction which is designed to or could be expected to result in the disposition of, any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, or publicly announce any intention to do any of the foregoing, without the prior written consent of the underwriter, Representative, for a period of 90 days from the closing date of this offering. This consent may be given at any time without public notice. These restrictions on future dispositions by our directors and executive officers are subject to exceptions for (i) one or more bona fide gift transfers of securities to immediate family members who agree to be bound by these restrictions and (ii) transfers of securities to one or more trusts for bona fide estate planning purposes.

This consent may be given at any time without public notice. These restrictions on future dispositions by our directors and executive officers are subject to exceptions for (i) one or more bona fide gift transfers of securities to immediate family members who agree to be bound by these restrictions and (ii) transfers of securities to one or more trusts for bona fide estate planning purposes. If the underwriter Representative permits the sale of any shares of common stock subject to a lock-up agreement, every other party subject to a lock-up agreement will be permitted to sell a proportionate amount of shares of common stock.

actual offering price of the securities will be negotiated between us and the underwriter Representative based on the trading of our shares of common stock prior to the offering, among other things. Other factors to be considered in determining the public offering price of the securities we are offering, include our history and prospects, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, the general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

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facilitate this offering, the underwriter underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock during and after the offering. Specifically, the underwriter underwriters may create a short position in our common stock for its their own accounts by selling more shares of common stock than we have sold to such underwriter. underwriters. The underwriter underwriters may close out any short position by purchasing shares in the open market.

addition, the underwriter underwriters may stabilize or maintain the price of our common stock by bidding for or purchasing shares in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to broker-dealers participating in this offering are reclaimed if shares previously distributed in this offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of our common stock at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of our common stock to the extent that it discourages resales of our common stock. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on Nasdaq or otherwise and, if commenced, may be discontinued at any time.

connection with this offering, the underwriter underwriters and selling group members may also engage in passive market making transactions in our common stock on Nasdaq. Passive market making consists of displaying bids on Nasdaq limited by the prices of independent market makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the SEC limits the amount of net purchases that each passive market maker may make and the displayed size of each bid. Passive market making may stabilize the market price of our common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

we nor the underwriter makes underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor the underwriter underwriters make any representation that the underwriter underwriters will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

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underwriter underwriters and its their affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriter underwriters may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. The underwriter underwriters may in the future receive customary fees and commissions for these transactions.

the ordinary course of its their various business activities, the underwriter underwriters and its their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriter underwriters and its their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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connection with this offering, the underwriter underwriters may distribute prospectuses by electronic means, such as e-mail. In addition, the underwriter underwriters may facilitate Internet distribution for this offering to certain of its their 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 the underwriter. Other than the prospectus in electronic format, the information on the websites of the underwriter is not part of this prospectus.

The underwriters may allocate a limited number of shares for sale to their online brokerage customers. An electronic prospectus is available on the Internet websites maintained by the underwriters. Other than the prospectus in electronic format, the information on the websites of each of the underwriters is not part of this prospectus.

than in the United States, no action has been taken by us or the underwriter underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.

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to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriter is underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

validity of the issuance of our common stock offered in this prospectus will be passed upon for us by McDermott Will & Schulte LLP, New York, New York. Faegre Drinker Biddle & Reath LLP is acting as counsel for the underwriter underwriters in connection with this offering.

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Exhibits 2 changes

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Form of Underwriting Agreement by and between Interpace Biosciences, Inc. and Lake Street Capital Markets, LLC, incorporated by reference to Exhibit 1.1 to the Company's Registration Statement on Form S-1 (File No. 333-299123), filed with the SEC on September 25, 2026.

Form of Underwriting Agreement by and between Interpace Biosciences, Inc. and Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (filed herewith).

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Undertakings 6 changes

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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 October 30, 2026.

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ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas W. Burnell and Christopher McCarthy, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution and full power to act without the other, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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/s/ Thomas W. Burnell

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/s/ Christopher McCarthy

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By power of attorney previously filed as Exhibit 24.1 to Amendment No. 1 to the Registration Statement.

/s/ Thomas W. Burnell