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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 12, 2026
INTERPACE
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
0-24249 |
|
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. ☐
Item
2.02 Results of Operations and Financial Condition.
On
May 12, 2026, Interpace Biosciences, Inc. issued a press release announcing its results of operations and financial condition for the
quarter ended March 31, 2026. The full text of the press release is set forth as Exhibit 99.1 attached hereto and is incorporated herein
by reference.
The
information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated May 12, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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:
May 14, 2026
Exhibit
99.1

Interpace
Biosciences Announces First Quarter 2026 Financial and Business Results
| ● | Q1
Revenue of $9.0 million |
| ● | Q1
Income from Continuing Operations of $0.8 million |
| ● | Q1
Thyroid volume year-over-year increase of 10% |
| ● | Q1
Thyroid revenue year-over-year increase of 12% |
PARSIPPANY,
NJ, May 12, 2026 (GLOBE NEWSWIRE) — Interpace Biosciences, Inc. (“Interpace” or the “Company”) (OTCQX:
IDXG) today announced financial results for the first quarter ended March 31, 2026 and provided a business and financial update.
Interpace
generated Q1 2026 revenue of $9.0 million on 12% year-over-year thyroid revenue growth, delivered $0.8 million of income from continuing
operations, and produced Adjusted EBITDA of $1.6 million, or 17% of revenue.
“Our
first quarter results demonstrate continued momentum in our thyroid franchise and the operational efficiency that has come with our transition
to a thyroid-only diagnostics testing company,” said Chris McCarthy, Chief Financial Officer. “Q1 2026 thyroid revenue increased
12% year-over-year and gross margin expanded to 65% from 59% on a Pro Forma basis. Adjusted EBITDA improved to $1.6 million from $0.8
million in the prior year quarter on a Pro Forma basis. Operating income margin improved to 12% from 6% in the prior year quarter on
a Pro Forma basis and adjusted EBITDA margin improved to 17% from 10% in the prior year quarter on a Pro Forma basis. These results reflect
the strength of our ThyGeNEXT® and ThyraMIR®v2 platform and the consistent execution of our commercial
team.”
McCarthy
added, “Our debt-free balance sheet continues to support meaningful investment in laboratory automation and AI-enabled productivity
initiatives across our workflow. We are scaling operating leverage in line with volume growth without a corresponding increase in headcount,
which we expect will support continued margin expansion as the year progresses.”
“The
first quarter demonstrates the durability of the business we built through last year’s transition and positions Interpace to build
on this momentum through the remainder of 2026.” said Tom Burnell, President and CEO. “We see the same characteristics in
Q1 2026 that defined our 2025 performance — disciplined execution, expanding clinical adoption, and a steady cadence of operational
improvement. We continue to believe our combination approach — ThyGeNEXT® for mutation detection and ThyraMIR®v2
for microRNA pathway insights — gives physicians the confidence and clarity they need to make informed patient-management decisions.”
Outlook
With
a streamlined, thyroid-only operating model and continued commercial momentum, Interpace is positioned to build on its first-quarter
performance through the remainder of 2026. The Company is reaffirming its previously provided 2026 guidance of approximately 16% year-over-year
thyroid revenue growth, and remains focused on scaling thyroid test volume through deeper adoption within existing accounts, expanding
the active account base, and driving productivity gains through laboratory automation and operational discipline.
Business
Highlights
| ● | Average
thyroid revenue per test increased 3% year-over-year. |
| ● | Days
sales outstanding (DSO) improved 6% year-over-year. |
| ● | Turnaround
time improved 21% year-over-year. |
| ● | Average
volume per account increased 9% year-over-year. |
| ● | Number
of accounts increased 5% year-over-year. |
First
Quarter 2026 Financial Performance
For
the First Quarter of 2026 as Compared to the First Quarter of 2025 and Pro Forma 2025 Results:
| ● | Revenue
was $9.0 million, a decrease of 22% from $11.5 million for the prior year quarter and an
increase of 14% from $7.9 million for the prior year quarter Pro Forma. |
| ● | Gross
Profit percentage was 65% compared to 64% for the prior year quarter and 59% for the prior
year quarter Pro Forma. |
| ● | Operating
income was $1.1 million versus operating income of $1.8 million in the prior year quarter
and operating income of $0.5 million in the prior year quarter Pro Forma. |
| ● | Operating
income margin was approximately 12% compared to approximately 16% for the prior year quarter
and approximately 6% for the prior year quarter Pro Forma. |
| ● | Income
from continuing operations was $0.8 million versus income from continuing operations of $1.8
million in the prior year quarter and income from continuing operations of $0.4 million in
the prior year quarter Pro Forma. |
| ● | Adjusted
EBITDA was $1.6 million versus $2.1 million in the prior year quarter and $0.8 million in
the prior year quarter Pro Forma. |
| ● | Adjusted
EBITDA margin was approximately 17% compared to approximately 18% for the prior year quarter
and approximately 10% for the prior year quarter Pro Forma. |
| ● | Q1
2026 cash collections totaled $8.7 million compared to $11.3 million in the prior year quarter
and $7.8 million in the prior year quarter Pro Forma. |
Management
uses a non-GAAP Pro Forma income statement to help evaluate the results of our performance. The Pro Forma income statement for 2025 reflects
the Company’s current business structure as a thyroid-only diagnostics testing company and excludes revenue and related costs from
PancraGEN, which was discontinued in May 2025. These adjustments are presented for comparability purposes only and do not represent GAAP
financial measures. Investors should review GAAP results alongside these pro forma figures for a complete understanding of performance.
A reconciliation of GAAP and these pro forma figures is presented below.
About
Interpace Biosciences
Interpace
Biosciences is an emerging leader in enabling personalized medicine, offering specialized services along the therapeutic value chain
from early diagnosis and prognostic planning to targeted therapeutic applications.
Clinical
services, through Interpace Diagnostics, provide clinically useful molecular diagnostic tests and bioinformatics and pathology services
for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management.
Interpace has two commercialized molecular tests: ThyGeNEXT® for the diagnosis of thyroid cancer from thyroid nodules
utilizing a next-generation sequencing assay and ThyraMIR®v2, used in combination with ThyGeNEXT®, for
the diagnosis of thyroid cancer utilizing a proprietary microRNA pairwise expression profiler along with algorithmic classification.
For
more information, please visit Interpace Biosciences’ website at www.interpace.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, relating to the Company’s future financial
and operating performance. The Company has attempted to identify forward-looking statements by terminology including “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,”
“potential,” “may,” “could,” “might,” “will,” “should,” “approximately”
or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are
based on current expectations, assumptions and uncertainties involving judgments about, among other things, future economic, competitive
and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which
are beyond the Company’s control. These statements also involve known and unknown risks, uncertainties and other factors that may
cause the Company’s actual results to be materially different from those expressed or implied by any forward-looking statements,
including, but not limited to, the possibility that the Company’s estimates of future revenue, net income and adjusted EBITDA may
prove to be materially inaccurate, the Company’s prior history of operating losses, the Company’s ability to adequately finance
its business, the Company’s dependence on sales and reimbursements from its clinical services, the Company’s ability to retain
or secure reimbursement including its reliance on third parties to process and transmit claims to payers and the adverse impact of any
delay, data loss, or other disruption in processing or transmitting such claims, and the Company’s revenue recognition being based
in part on estimates for future collections which estimates may prove to be incorrect.
Additionally,
all forward-looking statements are subject to the “Risk Factors” detailed from time to time in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2025, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed
with the Securities and Exchange Commission. Because of these and other risks, uncertainties and assumptions, undue reliance should not
be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and, except
as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Contacts
Investor
Relations
Interpace
Biosciences, Inc.
(855)-776-6419
Info@Interpace.com
INTERPACE
BIOSCIENCES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in
thousands, except per share data)
| | |
Three Months Ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| | |
(unaudited) | |
| | |
| | |
| |
| Revenue, net | |
$ | 9,032 | | |
$ | 11,515 | |
| Cost of revenue | |
| 3,128 | | |
| 4,145 | |
| Gross Profit | |
| 5,904 | | |
| 7,370 | |
| | |
| | | |
| | |
| Sales and marketing | |
| 2,177 | | |
| 2,814 | |
| Research and development | |
| 153 | | |
| 177 | |
| General and administrative | |
| 2,451 | | |
| 2,550 | |
| Total operating expenses | |
| 4,781 | | |
| 5,541 | |
| | |
| | | |
| | |
| Operating income | |
| 1,123 | | |
| 1,829 | |
| Note payable interest expense | |
| - | | |
| (78 | ) |
| Other income, net | |
| 10 | | |
| 21 | |
| Income from continuing operations before tax | |
| 1,133 | | |
| 1,772 | |
| Provision for income taxes | |
| 302 | | |
| 18 | |
| Income from continuing operations | |
| 831 | | |
| 1,754 | |
| | |
| | | |
| | |
| Loss from discontinued operations, net of tax | |
| (110 | ) | |
| (107 | ) |
| | |
| | | |
| | |
| Net income | |
$ | 721 | | |
$ | 1,647 | |
| | |
| | | |
| | |
| Basic income (loss) per share of common stock: | |
| | | |
| | |
| From continuing operations | |
$ | 0.04 | | |
$ | 0.40 | |
| From discontinued operations | |
| (0.01 | ) | |
| (0.03 | ) |
| Net income (loss) per basic share of common stock | |
$ | 0.03 | | |
$ | 0.37 | |
| | |
| | | |
| | |
| Diluted income (loss) per share of common stock: | |
| | | |
| | |
| From continuing operations | |
$ | 0.03 | | |
$ | 0.06 | |
| From discontinued operations | |
| (0.00 | ) | |
| (0.00 | ) |
| Net income (loss) per diluted share of common stock | |
$ | 0.03 | | |
$ | 0.06 | |
| | |
| | | |
| | |
| Weighted average number of common shares and common share equivalents outstanding: | |
| | | |
| | |
| Basic | |
| 22,786 | | |
| 4,420 | |
| Diluted | |
| 27,707 | | |
| 27,704 | |
Selected
Balance Sheet Data
($
in thousands)
| | |
March 31, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Cash and cash equivalents | |
$ | 2,647 | | |
$ | 2,505 | |
| | |
| | | |
| | |
| Total current assets | |
| 9,963 | | |
| 9,900 | |
| Total current liabilities | |
| 3,962 | | |
| 5,103 | |
| | |
| | | |
| | |
| Total assets | |
| 33,409 | | |
| 33,838 | |
| Total liabilities | |
| 10,327 | | |
| 11,475 | |
| Total stockholders’ equity | |
| 23,082 | | |
| 22,363 | |
Selected
Cash Flow Data
($
in thousands)
| | |
For the Three Months Ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Net income | |
$ | 721 | | |
$ | 1,647 | |
| | |
| | | |
| | |
| Net cash provided by operating activities | |
$ | 283 | | |
$ | 1,235 | |
| Net cash used in investing activities | |
| (141 | ) | |
| - | |
| Net cash used in financing activities | |
| - | | |
| (1,500 | ) |
| Change in cash and cash equivalents | |
| 142 | | |
| (265 | ) |
| Cash and cash equivalents – beginning | |
| 2,505 | | |
| 1,461 | |
| Cash and cash equivalents – ending | |
$ | 2,647 | | |
$ | 1,196 | |
Reconciliation
of Pro Forma (Unaudited)
(in
thousands, except per share data)
| | |
Three Months Ended March 31, 2025 | |
| | |
| | |
PancraGEN | | |
| |
| | |
As Reported | | |
Direct Costs* | | |
Pro Forma | |
| | |
| | |
| | |
| |
| Revenue, net | |
$ | 11,515 | | |
$ | 3,594 | | |
$ | 7,921 | |
| Cost of revenue | |
| 4,145 | | |
| 940 | | |
| 3,205 | |
| Gross Profit | |
| 7,370 | | |
| 2,654 | | |
| 4,716 | |
| | |
| | | |
| | | |
| | |
| Sales and marketing | |
| 2,814 | | |
| 1,166 | | |
| 1,648 | |
| Research and development | |
| 177 | | |
| 70 | | |
| 107 | |
| General and administrative | |
| 2,550 | | |
| 93 | | |
| 2,457 | |
| Total operating expenses | |
| 5,541 | | |
| 1,329 | | |
| 4,212 | |
| | |
| | | |
| | | |
| | |
| Operating income | |
| 1,829 | | |
| 1,325 | | |
| 504 | |
| | |
| | | |
| | | |
| | |
| Note payable interest | |
| (78 | ) | |
| - | | |
| (78 | ) |
| Other income, net | |
| 21 | | |
| - | | |
| 21 | |
| Income from continuing operations before tax | |
| 1,772 | | |
| 1,325 | | |
| 447 | |
| Provision for income taxes | |
| 18 | | |
| - | | |
| 18 | |
| Income from continuing operations | |
| 1,754 | | |
| 1,325 | | |
| 429 | |
| | |
| | | |
| | | |
| | |
| Loss from discontinued operations, net of tax | |
| (107 | ) | |
| - | | |
| (107 | ) |
| | |
| | | |
| | | |
| | |
| Net income | |
$ | 1,647 | | |
$ | 1,325 | | |
$ | 322 | |
| | |
| | | |
| | | |
| | |
| Basic income (loss) per share of common stock: | |
| | | |
| | | |
| | |
| From continuing operations | |
$ | 0.40 | | |
$ | 0.30 | | |
$ | 0.10 | |
| From discontinued operations | |
| (0.03 | ) | |
| - | | |
| (0.03 | ) |
| Net income (loss) per basic share of common stock | |
$ | 0.37 | | |
$ | 0.30 | | |
$ | 0.07 | |
| | |
| | | |
| | | |
| | |
| Diluted income (loss) per share of common stock: | |
| | | |
| | | |
| | |
| From continuing operations | |
$ | 0.06 | | |
$ | 0.05 | | |
$ | 0.01 | |
| From discontinued operations | |
| (0.00 | ) | |
| - | | |
| (0.00 | ) |
| Net income (loss) per diluted share of common stock | |
$ | 0.06 | | |
$ | 0.05 | | |
$ | 0.01 | |
| | |
| | | |
| | | |
| | |
| Weighted average number of common shares and common share equivalents outstanding: | |
| | | |
| | | |
| | |
| Basic | |
| 4,420 | | |
| 4,420 | | |
| 4,420 | |
| Diluted | |
| 27,704 | | |
| 27,704 | | |
| 27,704 | |
*
PancraGEN Direct Costs represent only direct costs associated with the operations of PancraGEN testing, with no allocations or estimates
of corporate, shared, or overhead expenses included.
Reconciliation
of Adjusted EBITDA (Unaudited)
($
in thousands)
| | |
Three Months Ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| Income from continuing operations (GAAP Basis) | |
$ | 831 | | |
$ | 1,754 | |
| Depreciation and amortization | |
| 118 | | |
| 95 | |
| Stock-based compensation | |
| 4 | | |
| 15 | |
| Severance & related expense | |
| - | | |
| 168 | |
| Income tax expense | |
| 302 | | |
| 18 | |
| Non-recurring legal expense | |
| 315 | | |
| - | |
| Note payable interest | |
| - | | |
| 78 | |
| Interest income | |
| (10 | ) | |
| (7 | ) |
| Change in fair value of note payable | |
| - | | |
| (25 | ) |
| Adjusted EBITDA | |
$ | 1,560 | | |
$ | 2,096 | |
Non-GAAP
Financial Measures
In
addition to the United States generally accepted accounting principles, or GAAP, results provided throughout this document, we have provided
certain non-GAAP financial measures to help evaluate the results of our performance. We believe that these non-GAAP financial measures,
when presented in conjunction with comparable GAAP financial measures, are useful to both management and investors in analyzing our ongoing
business and operating performance. We believe that providing the non-GAAP information to investors, in addition to the GAAP presentation,
allows investors to view our financial results in the way that management views financial results.
In
this document, we discuss Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is a 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, severance expense, non-recurring legal expenses, interest and taxes, and other non-cash expenses including
change in fair values of notes payable. The table above includes a reconciliation of this non-GAAP financial measure to the most directly
comparable GAAP financial measure.