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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) August 20, 2026
INTERPACE
BIOSCIENCES, INC.
(Exact
name of Registrant as specified in its charter)
| delaware
|
|
000-24249 |
|
22-2919486
|
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
Waterview
Plaza, Suite 310, 2001 Route 46, Parsippany, NJ 07054
(Address,
including zip code, of Principal Executive Offices)
(855)
776-6419
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
As
previously disclosed in the Current Report on Form 8-K (the “Initial Report”) filed with the Securities and Exchange
Commission (the “SEC”) on August 20, 2026, Interpace Biosciences, Inc. (the “Company”) held its annual
meeting of stockholders during which stockholders approved the 2026 Benefit Plans (as defined below). This Amendment No. 1 on Form
8-K/A is being filed by the Company to amend the Initial Report, solely to disclose the adoption of the 2026 Benefit Plans. Except
as otherwise provided herein, the disclosures made in the Initial Report remain unchanged. As such, this Amendment No. 1 should be
read in conjunction with the Initial Report.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
adoption
of 2026 Equity Incentive Plan and 2026 Employee Stock Purchase Plan and Replacement of 2019 Plans
The
Board of Directors of the Company previously approved, subject to stockholder approval, the adoption of the Company’s 2026 Equity
Incentive Plan (the “2026 Incentive Plan”) and 2026 Employee Stock Purchase Plan (the “2026 ESPP”) (together,
the “2026 Benefit Plans”). At the Company’s annual meeting of stockholders held on August 20, 2026, the Company’s
stockholders approved the adoption of the 2026 Benefit Plans. The 2026 Incentive Plan replaces the Company’s 2019 Equity Incentive
Plan (the “2019 Incentive Plan”) and the 2026 ESPP replaces the Company’s 2019 Employee Stock Purchase Plan, as amended
(the “2019 ESPP”). As such, no further grants of equity awards will be made under the 2019 Incentive Plan and no further
purchases will be allowed under the 2019 ESPP.
A
description of the material terms and conditions of the 2026 Benefit Plans was previously reported in the Company’s definitive
proxy statement filed with the SEC on July 7, 2026, under the headings “Proposal 3 - Approval of the Company’s 2026 Equity
Incentive Plan” and “Proposal 4 - Approval of the Company’s 2026 Employee Stock Purchase Plan 4” and each is
incorporated herein by reference. The foregoing is qualified in its entirety by reference to the full text of the 2026 Benefit Plans,
forms of which are incorporated herein by reference to Exhibits 10.1 and 10.2.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
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. |
| 10.2 |
|
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. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Interpace
Biosciences, Inc. |
| |
|
|
| |
By |
/s/
Thomas W. Burnell |
| |
Name:
|
Thomas
W. Burnell |
| |
Title:
|
President
and Chief Executive Officer |
Date
August 26, 2026