UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant	☒

Filed by a Party other than the Registrant	☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

INTERPACE BIOSCIENCES, INC.

(Name of Registrant as Specified in Its Charter)

Not applicable

(Name of Person(s) Filing Proxy Statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

July__ , 2026

Dear Stockholder:

It is my pleasure to invite you to attend Interpace Biosciences, Inc.’s (“Interpace,” the “Company,” “we,” “us” or “our”) Annual Meeting of Stockholders to be held on August 20, 2026, at 4:00 p.m., Eastern Time (the “Annual Meeting”).

This Annual Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. We are pleased to use the latest technology to increase access, to improve communication and to obtain cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate from any location. Stockholders will have the ability to attend, vote and submit questions shortly before and during the Annual Meeting from any location via the Internet at www.virtualshareholdermeeting.com/IDXG2026. If you intend to participate in the Annual Meeting, please refer to the section “General Information About the Annual Meeting and Voting” below.

During our Annual Meeting, we will discuss each item of business described in the Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement enclosed with this letter. There also will be time for questions.

We hope that you will exercise your right to vote, either by attending the Annual Meeting via the Internet or by voting through other acceptable means as promptly as possible. Stockholders of record at the close of business on June 29, 2026 are entitled to notice of and to vote at the Annual Meeting.

The following Notice of the 2026 Annual Meeting of Stockholders, Proxy Statement and proxy card include information about the matters to be acted upon by stockholders at the Annual Meeting. We hope that you will exercise your right to vote, either by attending the Annual Meeting online and voting electronically or by voting through other acceptable means as promptly as possible. You may vote electronically, by telephone, or by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker). Whether or not you plan to attend the Annual Meeting, it is important that your shares are represented. If you have any questions, please contact Christopher McCarthy, our Chief Financial Officer and Chief Operating Officer, by telephone at 412-224-6100 ext. 6705 or by email at cmccarthy@interpace.com.

We are delighted to have you as a stockholder of Interpace, and we thank you for your ongoing support.

	Sincerely,

	/s/ Thomas W. Burnell
	Thomas W. Burnell
	President, Chief Executive Officer and Chairman of the Board

2001 Route 46 Waterview Plaza, Suite 310, Parsippany, New Jersey 07054

Phone: 412.224.6100 · Toll Free: 855.776.6419 · http://www.interpace.com

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON August 20, 2026

To the Stockholders of Interpace Biosciences, Inc.:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Interpace Biosciences, Inc. (“Interpace”, the “Company”, “we”, “us”, or “our”) will be held virtually via the Internet at www.virtualshareholdermeeting.com/IDXG2026 on August 20, 2026 at 4:00 p.m., Eastern Time. At the Annual Meeting, stockholders will act on the following matters:

1. To approve an Amended and Restated Certificate of Incorporation;

2. To grant the Company’s Board of Directors discretionary authority to amend the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock within the range of 1-for-2 to 1-for-10 with the exact ratio, if any, to be determined by the Company’s Board of Directors not later than one (1) year after stockholder approval thereof;

3. To approve the Company’s 2026 Equity Incentive Plan;

4. To approve the Company’s 2026 Employee Stock Purchase Plan;

5. If the stockholders approve Proposal 1 to Amend and Restate the Company’s Certificate of Incorporation, to elect five (5) directors to serve on our Board of Directors for a term ending as of our 2027 Annual Meeting of Stockholders or until each such director’s successor is duly elected and qualified. If the stockholders do not approve Proposal 1 to Amend and Restate the Company’s Certificate of Incorporation, to elect two (2) directors to serve as Class I directors for a term ending as of our 2028 Annual Meeting of Stockholders and two (2) directors to serve as Class III directors for a term ending as of our 2029 Annual Meeting of Stockholders, or until each such director’s successor is duly elected and qualified.

6. To approve a non-binding advisory vote on a resolution approving the compensation of our named executive officers;

7. To ratify the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

8. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on June 29, 2026 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. We have decided that the Annual Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. This should increase access, improve communication and obtain cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate from any location. Stockholders will have the ability to attend, vote and submit questions shortly before and during the Annual Meeting from any location via the Internet at www.virtualshareholdermeeting.com/IDXG2026.

A complete list of these stockholders will be available in electronic form at the Annual Meeting and will be accessible for ten (10) days prior to the Annual Meeting. If you would like to inspect the list, please call Christopher McCarthy, the Company’s Chief Financial Officer and Chief Operating Officer, at 412-224-6100 ext. 6705 to obtain a digital copy of the list for the inspection prior to the Annual Meeting. All stockholders are cordially invited to virtually attend the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. We will be using the “Notice and Access” method of providing proxy materials to you via the Internet. On or about July 10, 2026, we will mail to our stockholders a Notice Regarding the Availability of Proxy Materials for the Annual Meeting (the “Notice”) containing instructions on how to access our Proxy Statement and our 2025 Annual Report on Form 10-K, as amended, and vote electronically via the Internet. The Notice also contains instructions on how to receive a printed copy of your proxy materials.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible by Internet, telephone or mail. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “General Information About the Annual Meeting and Voting” beginning on page 5 of the Proxy Statement or your attached proxy card.

	By order of the Board of Directors,

	/s/ Thomas W. Burnell
	Thomas W. Burnell
	President, Chief Executive Officer and Chairman of the Board

Dated: July __, 2026

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Stockholders

to be Held on August 20, 2026

The Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders

and Annual Report are also available on the Internet at

www.proxyvote.com

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	5

PROPOSAL 1 — APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	10

PROPOSAL 2 — REVERSE STOCK SPLIT PROPOSAL	11

PROPOSAL 3 — APPROVAL OF THE COMPANY’S 2026 EQUITY INCENTIVE PLAN	16

PROPOSAL 4 — APPROVAL OF THE COMPANY’S 2026 EMPLOYEE STOCK PURCHASE PLAN	20

PROPOSAL 5 — ELECTION OF DIRECTORS	22

INFORMATION ABOUT OUR BOARD OF DIRECTORS	22

DIRECTOR BIOGRAPHIES AND QUALIFICATIONS	23

INFORMATION ABOUT THE COMPENSATION OF OUR DIRECTORS	24

PROPOSAL 6 — NON-BINDING ADVISORY VOTE ON RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	25

PROPOSAL 7 — RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	26

AUDIT COMMITTEE MATTERS AND FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	26

AUDIT COMMITTEE REPORT	27

GOVERNANCE OF THE COMPANY	28

EXECUTIVE OFFICERS	31

INFORMATION ABOUT OUR EXECUTIVE COMPENSATION	32

PAY VERSUS PERFORMANCE	35

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	40

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	41

OTHER MATTERS	41

ADDITIONAL INFORMATION	41

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why are you receiving these proxy materials?

Interpace Biosciences, Inc. (“Interpace”, the “Company”, “we”, “us”, or “our”) has made these materials available to you electronically in connection with the solicitation of proxies on behalf of our board of directors (the “Board”) for use at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). This proxy statement (“Proxy Statement”) describes the matters on which you, as a stockholder, are entitled to vote. It also gives you information on these matters so that you can make an informed decision.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials for the Annual Meeting (the “Notice”) to our stockholders of record and beneficial owners as of the record date (for more information on the record date, see “Who is entitled to vote at the Annual Meeting?”). The mailing of the Notice to our stockholders is scheduled to begin on or about July 10, 2026. All stockholders will have the ability to access the proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended (the “Annual Report”), on a website referred to in the Notice or to request to receive a printed set of the proxy materials and the Annual Report. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. Stockholders may also request to receive proxy materials and our Annual Report in printed form by mail or electronically by email on an ongoing basis.

How do I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how you can:

	●	View our proxy materials for the Annual Meeting and our Annual Report on the Internet; and

	●	Instruct us to send our future proxy materials to you electronically by email.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. Stockholders may also request to receive proxy materials and our Annual Report in printed form by mail or electronically by email on an ongoing basis. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

What items will be voted on at the Annual Meeting?

The following proposals are scheduled for a vote at the Annual Meeting:

1. To approve an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) (“Proposal 1” or the “Certificate of Incorporation Proposal”);

2. To grant the Board discretionary authority to amend the Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), within the range of 1-for-2 to 1-for-10 with the exact ratio (the “Reverse Stock Split Ratio”), if any, to be determined by the Board and the Reverse Stock Split to be implemented not later than one (1) year after stockholder approval thereof (“Proposal 2” or the “Reverse Stock Split Proposal”);

3. To approve the Company’s 2026 Equity Incentive Plan (the “2026 Plan” and such proposal, “Proposal 3” or the “Equity Incentive Plan Proposal”);

4. To approve the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP” and such proposal, “Proposal 4” or the “ESPP Proposal”);

5. If the stockholders approve Proposal 1 to Amend and Restate the Certificate of Incorporation, to elect five (5) directors to serve on the Board for a term ending as of our 2027 Annual Meeting of Stockholders or until each such director’s successor is duly elected and qualified. If the stockholders do not approve Proposal 1 to Amend and Restate the Certificate of Incorporation, to elect two (2) directors to serve as Class I directors for a term ending as of our 2028 Annual Meeting of Stockholders and two (2) directors to serve as Class III directors for a term ending as of our 2029 Annual Meeting of Stockholders, or until their successors have been duly elected and qualified (“Proposal 5” or the “Director Election Proposal”);

6. To approve a non-binding advisory vote on a resolution approving the compensation of our named executive officers (“Proposal 6” or the “Executive Compensation Proposal”);

7. To ratify the appointment of EisnerAmper, LLP (“EisnerAmper”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 7” or the “Auditor Ratification Proposal”); and

8. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

In addition, management will be available to respond to questions from stockholders.

What are the Board’s voting recommendations?

The Board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote “FOR” each of Proposals 1, 2, 3, 5, 6 and 7 and with respect to Proposal 4, the Board recommends a vote for each nominee nominated by the Board.

Who is entitled to vote at the Annual Meeting?

Stockholders of record at the close of business on June 29, 2026 (the “Record Date”) may vote at the Annual Meeting. There were 27,700,904 shares of Common Stock outstanding on the Record Date. A complete list of these stockholders will be available in electronic form at the Annual Meeting and will be accessible for ten (10) days prior to the Annual Meeting. If you would like to inspect the list, please call Christopher McCarthy, the Company’s Chief Financial Officer and Chief Operating Officer, at 412-224-6100 ext. 6705 to obtain a digital copy of the list for the inspection prior to the Annual Meeting. All stockholders are cordially invited to attend the Annual Meeting.

What are the voting rights of the holders of Common Stock?

Each outstanding share of Common Stock will be entitled to one vote per share on each matter considered at the Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Record Owners

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are the stockholder of record with respect to those shares, and the Proxy Statement and the form of proxy have been sent directly to you.

Beneficial Owners

Many stockholders hold their shares through a broker, trustee, or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” The Proxy Statement and the form of voting instruction card have been forwarded to you by your broker, trustee, or other nominee who is considered, with respect to those shares, the stockholder of record.

How can you vote?

Record Owners and Beneficial Owners Who Have Been Provided With a 16-Digit Control Number

If you are a record holder, meaning your shares are registered in your name and not in the name of a broker, trustee, or other nominee, or a beneficial owner who has been provided by your broker with a 16-digit control number, you may vote:

1. Over the Internet – If you have Internet access, you may authorize the voting of your shares by accessing www.proxyvote.com and following the instructions set forth in the proxy materials. You must specify how you want your shares voted or your vote will not be completed and you will receive an error message. Your shares will be voted according to your instructions. You can also vote during the meeting by visiting www.virtualshareholdermeeting.com/ IDXG2026 and having available the control number included on your proxy card or on the instructions that accompanied your proxy materials.

2. By Telephone – If you are a registered stockholder, you may call toll-free 1-800-690-6903 to vote by telephone. If you are a beneficial owner who has been provided with a control number on the voting instruction form that accompanied your proxy materials, you may call toll-free 1-800-454-8683to vote by telephone. Your shares will be voted according to your instructions.

3. By Mail If You Are a Record Owner – Complete and sign the attached proxy card and mail it in the enclosed postage prepaid envelope. Your shares will be voted according to your instructions. If you sign your proxy card but do not specify how you want your shares voted, they will be voted as recommended by our Board. Unsigned proxy cards will not be voted.

Beneficial Owners

As the beneficial owner, you have the right to direct your broker, trustee, or other nominee on how to vote your shares. In most cases, when your broker provides you with proxy materials, they will also provide you with a 16-digit control number, which will allow you to vote as described above or at the Annual Meeting. If your broker has not provided you with a 16-digit control number, please contact your broker for instructions on how to vote your shares.

Beneficial Owners and Broker Non-Votes

Brokers, trustees, or other nominees who hold shares in street name for customers have the discretion to vote those shares with respect to certain matters if they have not received instructions from the beneficial owners. Brokers, trustees, or other nominees will have this discretionary authority with respect to matters that may be considered “routine,” such as Proposals 2 and 7, the Reverse Stock Split Proposal and the Auditor Ratification Proposal, respectively. For Proposals 2 and 7, abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting but will not be considered votes cast by the stockholders at the Annual Meeting and therefore will not have any effect with respect to those proposals.

Proposals 1, 3, 4, 5 and 6 are “non-routine” matters for which discretionary voting power does not exist under applicable rules. A broker, trustee, or other nominee cannot vote without instructions on non-routine matters, and therefore, broker non-votes may exist in connection with Proposals 1, 3, 4, 5 and 6. For Proposals 1, 3, 4, 5 and 6, abstentions will be counted for the purpose of determining whether a quorum is present at the Annual Meeting but abstentions and broker non-votes will not be considered votes cast by the stockholders at the Annual Meeting and therefore will not have any effect with respect to Proposals 3, 4, 5 and 6 and will have the same effect as a vote “AGAINST” Proposal 1.

How can you attend the Annual Meeting?

We will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/IDXG2026. If you were a stockholder as of the Record Date with a 16-digit control number, or a beneficial owner who has been provided by your broker with a 16-digit control number, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

	●	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/IDXG2026.

	●	Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/IDXG2026 on the day of the Annual Meeting.

	●	Webcast will start on August 20, 2026, at 4:00 p.m. Eastern Time.

	●	You will need your 16-digit control number to vote at the Annual Meeting.

	●	Stockholders may submit questions while attending the Annual Meeting via the Internet.

	●	Webcast replay of the Annual Meeting will be available until August 20, 2027.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

Why hold a virtual meeting?

We are excited to use the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. We believe the virtual meeting format enables increased stockholder attendance and participation because stockholders can participate from any location around the world.

How do I ask questions at the Annual Meeting?

Shortly before and during the Annual Meeting, you may only submit questions in the question box provided at www.virtualshareholdermeeting.com/IDXG2026. We will respond to as many inquiries at the Annual Meeting as time allows.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.

Can you change your vote or revoke your proxy?

If you are a stockholder of record or a beneficial owner who has been provided by your broker with a 16-digit control number, you may revoke your proxy or change your vote by (i) following the instructions in the proxy materials and entering a new vote by telephone or over the Internet up until 11:59 p.m. Eastern Time on August 24, 2026, (ii) attending the Annual Meeting online and voting electronically during the meeting (although attendance at the Annual Meeting will not in and of itself revoke a proxy unless you properly vote electronically during the Annual Meeting) (iii) specifically requesting that your prior proxy be revoked by delivering a written notice of revocation prior to the Annual Meeting) or (iv) entering a new vote by mail. Any new vote or written notice of revocation must be received by the Secretary of the Company prior to the holding of the vote at the Annual Meeting at 4:00 p.m., Eastern Time, on August 20, 2026. Such written notice of revocation should be sent to the Company’s principal executive offices at 2001 Route 46 Waterview Plaza, Suite 310, Parsippany, New Jersey 07054, Attention: Corporate Secretary.

If you are the beneficial owner of shares held in street name, you must submit new voting instructions to your broker, trustee, or other nominee in accordance with the instructions you have received from them. The last proxy or vote that we timely receive from you will be the vote that is counted.

What is a proxy?

A proxy is a person you appoint to vote on your behalf. By using any of the methods discussed above, you will be appointing as your proxies Thomas W. Burnell, our President, Chief Executive Officer and Chairman of the Board, and Christopher McCarthy, our Chief Financial Officer and Chief Operating Officer. They may act together or individually on your behalf and will have the authority to appoint a substitute to act as proxy. If you are unable to attend the Annual Meeting, please use the means available to you to vote by proxy so that your shares of Common Stock may be voted.

How will your proxy vote your shares?

Your proxy will vote according to your instructions. Unless otherwise directed in the proxy card, the proxy holders will vote the shares represented by a properly executed proxy:

FOR approval of the Certificate of Incorporation Proposal (Proposal 1);

FOR approval of the Reverse Stock Split Proposal (Proposal 2);

FOR approval of the Equity Incentive Plan Proposal (Proposal 3);

FOR approval of the ESPP Proposal (Proposal 4);

FOR the Director nominees nominated by the Board (Proposal 5);

FOR approval of the Executive Compensation Proposal (Proposal 6); and

FOR approval of the Auditor Ratification Proposal (Proposal 7).

What constitutes a quorum?

A quorum is necessary in order to conduct the Annual Meeting. A quorum will be present at the Annual Meeting if holders of a majority of our outstanding shares of Common Stock on the Record Date are represented at the Annual Meeting in person or by proxy. As of the date of this Proxy Statement, two investors control an aggregate of approximately eighty-four percent (84%) of our outstanding shares of Common Stock.

Virtual attendance at the Annual Meeting constitutes presence in person for purposes of quorum. If you choose to have your shares represented by proxy at the Annual Meeting, you will be considered part of the quorum. Abstentions and broker non-votes with respect to Proposals 2 and 7 will be counted as present for the purpose of establishing a quorum. If a quorum is not present at the Annual Meeting, the stockholders present virtually or by proxy may adjourn the Annual Meeting to a date when a quorum is present. If an adjournment is for more than thirty (30) days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the Annual Meeting.

What vote is required to approve each matter and how are votes counted?

Proposal 1: The Certificate of Incorporation Proposal.

The affirmative vote of seventy-five percent (75%) of the shares of Common Stock outstanding as of the Record Date and entitled to vote is required to approve this proposal. Broker non-votes will be excluded entirely from the vote and will, therefore, have no effect on the outcome of this proposal. Abstentions will have the same effect as a vote “AGAINST” the proposal.

Proposal 2: The Reverse Stock Split Proposal.

The votes cast for this proposal at the Annual Meeting must exceed the votes cast against this proposal at the Annual Meeting in order for it to be approved. Abstentions and broker non-votes will not be considered votes cast by the stockholders at the Annual Meeting and will therefore have no effect on the outcome of this proposal.

Proposal 3: The Equity Incentive Plan Proposal.

The affirmative vote of a majority of the votes of the shares of Common Stock cast at the Annual Meeting is required to approve this proposal. Abstentions and broker non-votes will not be considered votes cast by the stockholders at the Annual Meeting and will therefore have no effect on the outcome of this proposal.

Proposal 4: The ESPP Proposal.

Proposal 5: The Director Election Proposal.

The election of the director nominees for whom we are soliciting proxies requires a plurality of the votes of the shares of Common Stock voted at the Annual Meeting. Accordingly, the directorships to be filled at the Annual Meeting will be filled by the five (5) nominees receiving the highest number of votes cast “FOR” such nominee if Proposal 1 is approved and by the two (2) nominees receiving the highest number of votes cast “FOR” such nominee as a Class I director and by the two (2) nominees receiving the highest number of votes cast “FOR” such nominee as a Class III director if Proposal 1 is not approved. Votes may be cast in favor of or withheld with respect to each nominee. Abstentions and broker non-votes will not be considered votes cast by the stockholders at the Annual Meeting and will therefore have no effect on the outcome of this proposal.

Proposal 6: The Executive Compensation Proposal.

The affirmative vote of a majority of the votes of the shares of Common Stock cast at the Annual Meeting is required to approve this proposal on a non-binding advisory basis. Although the vote on this proposal is advisory and non-binding, as provided by law, the Board will review the results of the vote and, consistent with our record of stockholder engagement, will consider the results in making future decisions concerning executive compensation. Abstentions and broker non-votes will not be considered votes cast by the stockholders at the Annual Meeting and will therefore have no effect on the outcome of this proposal.

Proposal 7: Auditor Ratification Proposal.

Who counts the votes?

We have engaged Broadridge Financial Solutions, Inc. (“Broadridge”) as our independent agent to tabulate stockholder votes. If you are a stockholder of record or a beneficial owner who has been provided by your broker with a 16-digit control number, and you choose to vote over the Internet (either prior to or during the meeting) or by telephone, Broadridge will access and tabulate your vote electronically, and if you choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in street name, as applicable) returns one proxy card to Broadridge on behalf of all its clients.

How does the Board recommend that you vote?

As to the proposals to be voted on at the Annual Meeting, the Board unanimously recommends that you vote:

FOR approval of the Certificate of Incorporation Proposal (Proposal 1);

FOR approval of the Reverse Stock Split Proposal (Proposal 2);

FOR approval of the Equity Incentive Plan Proposal (Proposal 3);

FOR approval of the ESPP Proposal (Proposal 4);

FOR the Director nominees nominated by the Board (Proposal 5);

FOR approval of the Executive Compensation Proposal (Proposal 6); and

FOR approval of the Auditor Ratification Proposal (Proposal 7).

Are there other matters to be voted on at the Annual Meeting?

We do not know of any other matters that may come before the Annual Meeting other than the aforementioned matters. If any other matters are properly presented to the Annual Meeting, the persons named as proxies in the attached proxy card intend to vote or otherwise act in accordance with their judgment on the matter.

Where can you find the voting results?

Voting results will be reported in a Current Report on Form 8-K, which we will file with the SEC within four (4) business days following the Annual Meeting.

Who is soliciting proxies, how are they being solicited, and who pays the cost?

The solicitation of proxies is being made on behalf of our Board, and we will pay the expenses of the preparation of proxy materials and the solicitation of proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, solicitation may be made telephonically, electronically, or by other means of communication by certain of our directors, officers or employees who will not receive additional compensation for those services. If you choose to access the proxy materials or Annual Report and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. We will reimburse brokers and other nominees for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable rules.

Who is our independent registered public accounting firm, and will they be represented at the Annual Meeting?

EisnerAmper is expected to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and to audit our financial statements for such year. We expect that one or more representatives of EisnerAmper will be available for the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions during the Annual Meeting.

What is “householding” and where can you obtain additional copies of the proxy materials?

For information about householding and how to request additional copies of proxy materials, please see the section captioned “Additional Information — Householding.”

What should I do if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares are likely registered in more than one name or brokerage account. Please follow the voting instructions on each proxy or voting instruction card that you receive to ensure that all of your shares are voted.

Contact for Questions About this Proxy Statement

If you have additional questions about this Proxy Statement or the Annual Meeting, please contact Christopher McCarthy, our Chief Financial Officer and Chief Operating Officer, by telephone at 412-224-6100 ext. 6705 or by email at cmccarthy@interpace.com.

PROPOSAL 1 —

APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

General

After careful consideration, the Board has unanimously approved, and recommends that stockholders approve, the amendment and restatement of our Certificate of Incorporation, as described below and as set forth in Annex A (the “Amended and Restated Charter”). The Board believes it is in the Company’s best interest to take the opportunity to amend and restate our Certificate of Incorporation to, among other things, increase the authorized shares of Common Stock, provide for blank check preferred stock and update certain provisions related thereto, declassify the Board to provide for the annual election of directors, eliminate the 75% supermajority voting requirements for certain amendments, provide increased exculpation and indemnification provisions for the benefit of directors and officers, adopt an exclusive forum selection clause, waive the corporate opportunity doctrine with respect to directors and officers, and to make certain non-substantive clarifying enhancements.

Summary of Changes

The Amended and Restated Charter reflects the following principal changes:

Increase Authorized Shares of Common Stock. The Amended and Restated Charter would increase the number of authorized shares of Common Stock by 100,000,000, from 100,000,000 to 200,000,000, and the number of authorized shares of Preferred Stock would remain at 5,000,000, so that the total number of authorized shares of the Common Stock and Preferred Stock would be increased from 105,000,000 to 205,000,000. Pursuant to the Certificate of Incorporation, the Company currently has 100,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock authorized.

Provide for Blank Check Preferred Stock. The Amended and Restated Charter would authorize blank check preferred stock with the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any series of Preferred Stock to be fixed by a resolution of the Board, including in connection with any shareholder rights plan. The Certificate of Incorporation currently authorizes blank check preferred stock and includes certificates of designation for the Company’s Series A and Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock. As there are currently no shares of Preferred Stock outstanding, the Amended and Restated Charter would eliminate the certificates of designation for the Series A and Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock currently authorized under the Certificate of Incorporation.

Declassify Board. The Amended and Restated Charter would provide for the annual election of the directors. Currently, the Certificate of Incorporation provides for a classified Board with three classes of directors, each elected for a three-year term. Upon the filing of the Amended and Restated Charter, the classified structure of the Board would be eliminated. As a corresponding change, the Amended and Restated Charter would remove from the Certificate of Incorporation the provision specifying that members of the Board may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the shares of capital stock of the Company issued and outstanding and entitled to vote in the election of directors, since, pursuant to Section 141(k) of the General Corporation Law of the State of the Delaware (“DGCL”), such provision is only permitted in the case of a corporation whose board is classified. Therefore, pursuant to the Amended and Restated Charter, directors may hereafter be removed with or without cause by the affirmative vote of the holders of a majority of the shares of capital stock of the Company then entitled to vote in the election of directors. The Amended and Restated Certificate Incorporation also prohibits stockholders from cumulating votes at any election of directors.

Eliminate the 75% Supermajority Voting Requirements. The Certificate of Incorporation currently requires the affirmative vote of the holders of at least 75% of the shares of capital stock of the Company issued and outstanding and entitled to vote generally in the election of directors to adopt, amend or repeal any provision inconsistent with Article Seventh (which pertains to the powers, composition and mechanics of the Board), Fifteenth (which prohibits stockholder action by written consent in lieu of a meeting at any time during which a class of capital stock of the Company is registered under Section 12 of the Exchange Act or any similar successor statute) or Sixteenth (which specifies that only the Chairman of the Board, the Chief Executive Officer (or if there is no Chief Executive Officer, the President) or the Board may call a special meeting of stockholders) of the Certificate of Incorporation. The Amended and Restated Charter would permit all provisions of the Amended and Restated Charter to be altered, amended, repealed or adopted by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.

Provide Increased Exculpation and Indemnification Provisions for the Benefit of Directors and Officers. The Amended and Restated Charter would provide 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. The exculpation clause of the Certificate of Incorporation currently only includes directors of the Company.

Prevent Retroactive Impairment of the Indemnification Provisions. The Amended and Restated Charter would authorize the Company to provide indemnification to its directors, officers and agents to the fullest extent permitted by applicable law and specify that any repeal or modification of the indemnification provisions therein shall only be prospective and shall not affect the rights or protections or increase the liability of any director or officer under such provisions in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. The Certificate of Incorporation authorizes the Company to provide indemnification to its directors, officers and agents to the fullest extent permitted by applicable law but does not specify whether any repeals or modifications of the indemnification provisions therein may have retroactive effect.

Adopt an Exclusive Forum Selection Clause. The Amended and Restated Charter would provide that, unless the Company consents in writing to the selection of an alternative forum, (i) the Court of Chancery of the State of Delaware and any appellate court therefrom shall be the sole and exclusive forum for claims or causes of action under Delaware statutory or common law, and (ii) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The Certificate of Incorporation does not currently specify where claims or causes of action may be brought.

Waive the Corporate Opportunity Doctrine. The Amended and Restated Charter would renounce any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for any officer of the Company or any member of the Board.

Timing and Effect of the Amended and Restated Charter

If the proposed Amended and Restated Charter is approved by our stockholders, it will become effective immediately upon its filing with the Secretary of State of the State of Delaware. We intend to make this filing before the vote is taken to elect directors at the Annual Meeting so that if the Amended and Restated Charter is adopted, it will be effective when the vote is taken to elect directors, thereby eliminating the classification of the Board.

Required Vote

The affirmative vote of seventy-five percent (75%) of the shares of Common Stock outstanding as of the Record Date and entitled to vote is required to approve Proposal 1.

The Board Unanimously Recommends a Vote “For” the Approval of the Certificate of Incorporation Proposal and Proxies that are Returned will be so Voted Unless Otherwise Instructed.

PROPOSAL 2 —

REVERSE STOCK SPLIT PROPOSAL

Introduction

At the Annual Meeting, stockholders will be asked to grant the Board of Directors discretionary authority to amend the Company’s Certificate of Incorporation (the “Reverse Stock Split Amendment”) to effect the Reverse Stock Split at a ratio in the range from one-for-two (1-for-2) to one-for-ten (1-for-10), with such specific ratio, if any, to be determined by the Board and the Reverse Stock Split to be implemented not later not later than one (1) year after stockholder approval thereof. Upon the effectiveness of the Reverse Stock Split Amendment (the “Split Effective Time”), the issued shares of Common Stock outstanding immediately prior to the Split Effective Time will be reclassified into a smaller number of shares. The ultimate Reverse Stock Split Ratio will be based on a number of factors, including market conditions, existing and expected trading prices for the Common Stock and the requirements of The Nasdaq Capital Market (“Nasdaq”).

The proposed Reverse Stock Split Amendment to effect the Reverse Stock Split is attached as Annex B to this Proxy Statement. The form of the Reverse Stock Split Amendment, as more fully described below, will effect the Reverse Stock Split but will not change the number of authorized shares of Common Stock or preferred stock, or the par value of the Common Stock. The following discussion is qualified in its entirety by the full text of the Reverse Stock Split Amendment, which is incorporated herein by reference.

Purpose

Our Common Stock is currently quoted on OTCID, which is operated by OTC Markets Inc., under the symbol “IDXG.” The principal reason that we are seeking discretionary authority for our Board to effect the Reverse Stock Split is to help ensure a share price high enough to satisfy one of the initial listing requirements for uplisting onto Nasdaq, although we are under no obligation to uplist and there can be no assurance that the trading price of our Common Stock would be maintained at such level or that we will be able to maintain any such listing of our Common Stock on Nasdaq if we are able to uplist in the future.

In addition, we believe that the quotation of our Common Stock on OTCID as well as a low per share market price of our Common Stock impairs its marketability to and acceptance by institutional investors and other members of the investing public and creates a negative impression of the Company. Many investors, brokerage firms and market makers consider low-priced stocks as unduly speculative in nature and, as a matter of policy, avoid investment and trading in such stocks as well as stocks quoted on the OTCID. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks and stocks quoted on the OTCID. The presence of these factors may be adversely affecting, and may continue to adversely affect, not only the pricing of our Common Stock but also its trading liquidity. In addition, we believe these factors have affected our ability to raise additional capital through the sale of stock.

We also believe that a higher stock price could help us establish business development relationships with other companies. We believe that potential business development partners may be less confident in the prospects of a company with a low stock price, and are less likely to enter into business relationships with a company with a low stock price. If the Reverse Stock Split successfully increases the per share price of our Common Stock, we believe this may increase our ability to attract business development partners.

We further believe that a higher stock price could help us attract and retain employees and other service providers. We believe that some potential employees and service providers are less likely to work for a company with a low stock price, regardless of the size of the Company’s market capitalization. If the Reverse Stock Split successfully increases the per share price of our Common Stock, we believe this increase will enhance our ability to attract and retain employees and service providers.

We hope that the decrease in the number of shares of our outstanding Common Stock as a consequence of the Reverse Stock Split, and the anticipated increase in the price per share, will encourage greater interest in our Common Stock by the financial community and the investing public, help us attract and retain employees and other service providers, help us raise additional capital through the sale of stock in the future if needed, and possibly promote greater liquidity for our stockholders with respect to those shares presently held by them. However, the possibility also exists that liquidity may be adversely affected by the reduced number of shares which would be outstanding if the Reverse Stock Split is effected, particularly if the price per share of our Common Stock begins a declining trend after the Reverse Stock Split is effected.

Reverse Stock Split Ratio

If approved by stockholders, this Reverse Stock Split proposal would permit (but not require) the Board to effect a Reverse Stock Split of our Common Stock on or before August 20, 2027 by the Reverse Stock Split Ratio, with the specific ratio to be fixed within this range by the Board in its sole discretion without further stockholder approval. We believe that enabling the Board to fix the specific Reverse Stock Split Ratio within the stated range will provide us with the flexibility to implement it in a manner designed to maximize the anticipated benefits for our stockholders. In fixing the Reverse Stock Split Ratio, the Board may consider, among other things, factors such as:

	●	the total number of shares of Common Stock outstanding;

	●	the initial and continued listing requirements of Nasdaq;

	●	the historical trading price and trading volume of Common Stock;

	●	the then prevailing trading price and trading volume for Common Stock;

	●	the anticipated impact of the Reverse Stock Split on the trading price of and market for Common Stock;

	●	the administrative and transaction costs associated with potential exchange ratios;

	●	potential financing opportunities; and

	●	prevailing general market and economic conditions.

The Board will have sole discretion as to any implementation of, and the exact timing and actual Reverse Stock Split Ratio of, the Reverse Stock Split within the range of Reverse Stock Split Ratios specified in this proposal. The Board may also determine that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders and decide to abandon the Reverse Stock Split at any time before, during or after the Annual Meeting and prior to its effectiveness, without further action by the stockholders.

Effectiveness of the Reverse Stock Split

If approved by our stockholders, the Reverse Stock Split would become effective upon the filing of the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, or at the later time set forth in the Reverse Stock Split Amendment, which will constitute the Split Effective Time. The exact timing of the Reverse Stock Split Amendment will be determined by the Board based on its evaluation as to when such action will be the most advantageous to the Company and its stockholders.

The proposed form of Reverse Stock Split Amendment to effect the Reverse Stock Split is attached as Annex B to this Proxy Statement. Any Reverse Stock Split Amendment to effect the Reverse Stock Split will include the Reverse Stock Split Ratio fixed by the Board, within the range approved by the stockholders.

Potential Market Effects of the Reverse Stock Split

The Reverse Stock Split proposal is intended primarily to increase the Company’s per share bid price and satisfy the initial listing requirements for uplisting onto Nasdaq. Reducing the number of outstanding shares of Common Stock should, absent other factors, increase the per share market price of the Common Stock, although the Company cannot provide any assurance that it will be able to meet or maintain a bid price over the minimum bid price required for uplisting onto Nasdaq or any other exchange.

The 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 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, especially if we remain quoted on the OTCID market. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the liquidity of Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

In evaluating the Reverse Stock Split proposal, in addition to the considerations described above, the Board also took into account various negative factors associated with Reverse Stock Splits generally. These factors include: the negative perception of Reverse Stock Splits held by some investors, analysts and other stock market participants; the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined in share price and corresponding market capitalization; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a Reverse Stock Split.

Potential Increased Investor Interest

On June 18, 2026, the Company’s Common Stock closed at $1.67 per share. An investment in the Common Stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. Also, the Board believes that most investment funds are reluctant to invest in lower priced stocks. The Board believes that the anticipated higher market price expected to result from a Reverse Stock Split will reduce, to some extent, the negative effects of the practices of brokerage houses and investors described above on the liquidity and marketability of the Common Stock.

Certain Risks and Potential Disadvantages Associated with the Reverse Stock Split

We cannot assure you that the proposed Reverse Stock Split will increase the price of our Common Stock.

There are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in an increase in the per share price of our Common Stock. We cannot predict whether the Reverse Stock Split will increase the market price of our Common Stock. The history of similar stock split combinations for us and companies in like circumstances is varied. There is no assurance that:

	●	the market price per share of our Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of our Common Stock outstanding before the Reverse Stock Split;

	●	the Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks;

	●	the Reverse Stock Split will result in a per share price that will increase our ability to attract and retain employees;

	●	the market price per share will either exceed or remain in excess of the minimum bid price required for listing onto Nasdaq; or

	●	that we would otherwise meet the Nasdaq listing requirements even if the per share market price of our Common Stock after the Reverse Stock Split meets the minimum bid price required by Nasdaq.

The market price of our Common Stock will also be based on our performance and other factors, some of which are unrelated to the number of shares of Common Stock outstanding. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the liquidity of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

The proposed Reverse Stock Split may decrease the liquidity of our Common Stock and result in higher transaction costs.

The Reverse Stock Split may decrease the liquidity of our Common Stock because fewer shares would be outstanding after the Reverse Stock Split. The Reverse Stock Split may result in some stockholders owning “odd-lots” of less than 100 shares of Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.

If the Reverse Stock Split is approved and effected, the resulting per-share market price may not attract institutional investors or investment funds and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our Common Stock may not improve.

While the Board of Directors believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split will result in a per-share market price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our Common Stock may not necessarily improve.

A decline in the market price of our Common Stock after the Reverse Stock Split is approved and effected may result in a greater percentage decline than would occur in the absence of the Reverse Stock Split.

If the Reverse Stock Split is approved and effected and the market price of our Common Stock declines, the percentage decline may be greater than would occur in the absence of the Reverse Stock Split. The market price of our Common Stock will, however, also be based upon our performance and other factors, which are unrelated to the number of shares of Common Stock outstanding.

Potential Effects of Proposed Amendment

If our stockholders approve the Reverse Stock Split and the Board effects it, the number of shares of Common Stock issued and outstanding will be reduced, depending upon the Reverse Stock Split Ratio determined by the Board. The Reverse Stock Split will affect all holders of our Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except that, as described below in “Fractional Shares,” holders of our Common Stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split Ratio will, in lieu of a fractional share, receive one whole share of Common Stock. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).

The Reverse Stock Split alone would have no effect on our authorized capital stock, and the total number of authorized shares would remain the same as before the Reverse Stock Split. This would have the effect of increasing the number of shares of our Common Stock available for issuance. The additional available shares would be available for issuance from time to time at the discretion of the Board 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.

In addition to sales of our Common Stock, if our stockholders approve the Reverse Stock Split and the Board effects it, the additional available shares of our Common Stock would also be available for conversions of convertible securities that we may issue, acquisition transactions, strategic relationships with corporate and other partners, stock splits, stock dividends and other transactions that may contribute to the growth of our business. Any decision to issue equity will depend on, among other things, our evaluation of funding needs, developments in business and technologies, current and expected future market conditions and other factors. There can be no assurance, however, even if the Reverse Stock Split is approved and implemented, that any financing transaction or other transaction would be undertaken or completed.

The Reverse Stock Split will not change the terms of our Common Stock. After the Reverse Stock Split, the shares of Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to Common Stock now authorized.

The Reverse Stock Split may result in some stockholders owning “odd-lots” of less than 100 shares of Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.

After the Split Effective Time, the Company will continue to be subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Common Stock will continue to be initially quoted on the OTCID under the symbol “IDXG”, provided that if such split is done in connection with an uplisting onto The Nasdaq Capital Market that is approved by Nasdaq, the Common Stock would be listed on the Nasdaq Capital Market following such uplisting. Because of Nasdaq rules, such an uplist, if any, will not occur immediately following the implementation of the Reverse Stock Split. After the Split Effective Time of the Reverse Stock Split, it is expected that our Common Stock will have a new CUSIP number. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” as described by Rule 13e-3 under the Exchange Act.

After the Split Effective Time, the post-split market price of our Common Stock may be less than the pre-split price multiplied by the Reverse Stock Split Ratio. In addition, a reduction in the number of shares outstanding may impair the liquidity for our Common Stock, which may reduce the value of the Common Stock.

Beneficial Holders of Common Stock

Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a stockbroker, bank or other nominee in the same manner as registered stockholders whose shares are registered in their names. Stockbrokers, banks or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding Common Stock in street name. However, these stockbrokers, banks or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of Common Stock with a stockbroker, bank or other nominee and who have any questions in this regard are encouraged to contact their stockbrokers, banks or other nominees.

Registered “Book-Entry” Holders of Common Stock

Certain registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with statements reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form with our transfer agent will not need to take action to receive evidence of their shares of post-Reverse Stock Split Common Stock.

Holders of Certificated Shares of Common Stock

Stockholders holding shares of our Common Stock in certificated form will be sent a transmittal letter by our transfer agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our Common Stock (the “Old Certificates”) to the transfer agent. Unless a stockholder specifically requests a new paper certificate or holds restricted shares, upon the stockholder’s surrender of all of the stockholder’s Old Certificates to the transfer agent, together with a properly completed and executed letter of transmittal, the transfer agent will register the appropriate number of shares of post-Reverse Stock Split Common Stock electronically in book-entry form and provide the stockholder with a statement reflecting the number of shares of Common Stock registered in the stockholder’s account. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of shares of post-Reverse Stock Split Common Stock to which these stockholders are entitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for the appropriate number of shares of post-Reverse Stock Split Common Stock. If an Old Certificate has a restrictive legend on its reverse side, then a new certificate will be issued with the same restrictive legend on its reverse side.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Fractional Shares

The Company will not issue fractional shares in connection with the Reverse Stock Split. Instead stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive one whole share of our Common Stock in lieu of such fractional share.

Effect of the Reverse Stock Split on Equity Awards and Equity Incentive Plans

Based upon the Reverse Stock Split Ratio, proportionate adjustments are generally required to be made to (i) the number of shares issuable upon the exercise of all outstanding options and to the per share exercise price of all outstanding options, and (ii) to the number of shares issuable upon the vesting and settlement of all outstanding restricted stock units. This would result in approximately the same aggregate price being required to be paid under such options upon exercise, and approximately the same value of shares of our Common Stock being delivered upon exercise of such options or vesting and settlement of such restricted stock units immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. However, to comply with certain regulations under the Internal Revenue Code of 1986, as amended (the “Code”), (a) the per share exercise price of each outstanding option would be rounded up to the nearest whole cent and the number of shares of our Common Stock that could be acquired upon the exercise of each option would be rounded down to the nearest whole share, and (b) the number of shares of our Common Stock that could be acquired upon the vesting and settlement of each restricted stock unit award would be rounded down to the nearest whole share. The number of shares of our Common Stock reserved for issuance pursuant to the Company’s 2019 Equity Incentive Plan will be reduced proportionately based upon the Reverse Stock Split Ratio. Finally, no holder of any outstanding option or outstanding restricted stock unit would be entitled to receive payment for any fractional share.

Accounting Matters

The proposed Reverse Stock Split Amendment will not affect the par value of $0.01 of our Common Stock. As a result, at the Split Effective Time, the stated capital on our balance sheet attributable to the Common Stock will be reduced in the same proportion as the Reverse Stock Split Ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of the Common Stock will be reclassified for prior periods to conform to the post-Reverse Stock Split presentation.

Pro Forma Capitalization of Common Stock

The table below summarizes the Company’s pro forma capitalization of Common Stock, as of June 18, 2026, before and after giving effect to a hypothetical reverse stock split of one-for-two (1-for-2), one-for-five (1-for-5), one-for-seven (1-for-7), and one-for-ten (1-for-10). The table below does not include the 5,000,000 shares of preferred stock authorized under the Certificate of Incorporation, as amended. The Reverse Stock Split alone would have no effect on our authorized capital stock, including our authorized preferred stock. For purposes of the figures below, share numbers have been rounded down to the nearest whole share.

	After Reverse Stock Split ⁽¹⁾
	Prior to Reverse Stock Split		1-for-2		1-for-5		1-for-7		1-for-10
Authorized Shares of Common Stock:		100,000,000		100,000,000		100,000,000		100,000,000		100,000,000
Shares of Common Stock Issued and Outstanding: ⁽²⁾		27,700,904		13,850,452		5,540,180		3,957,272		2,770,090
Shares of Common Stock Reserved for Future Issuance but not Issued and Outstanding: ⁽²⁾⁽³⁾		3,239,765		1,619,882		647,953		462,823		323,976
Shares of Common Stock Available for Future Issuance: ⁽²⁾		72,155,006		36,077,503		14,431,001		10,307,858		7,215,500

(1) Does not give effect to the Amended and Restated Charter, which would increase the number of authorized shares of Common Stock by 100,000,000, from 100,000,000 to 200,000,000.

(2) These estimates do not reflect the potential effects of rounding up of fractional shares that may result from the hypothetical Reverse Stock Split.

(3) Includes, as of June 18, 2026, (i) 246,224 shares issuable upon the exercise of outstanding stock options, at a weighted average exercise price of $7.30, (ii) 141,664 shares issuable upon the settlement of outstanding restricted stock units (125,000 of which are performance-based RSUs held by Mr. Burnell, who has agreed to cancellation of such RSUs irrespective of the outcome of the shareholder vote on Proposal 3)., (iii) 1,851,870 shares reserved for future issuance under the 2019 Equity Incentive Plan, and (iv) 1,000,007 shares reserved for future issuance under the Employee Stock Purchase Plan. Does not include any adjustments to any exercise or conversion price as adjusted to give effect to the hypothetical Reverse Stock Split, any shares of Common Stock issuable upon the exercise or conversion of securities that may have been issued since June 18, 2026, or any shares of Common Stock that would be issuable under the 2026 Plan or the 2026 ESPP.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a general summary of the material U.S. federal income tax consequences of the Reverse Stock Split to U.S. Holders (as defined below) of our Common Stock. This discussion is based on the Code, U.S. Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (“IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of our Common Stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the Reverse Stock Split.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Common Stock that, for U.S. federal income tax purposes, is or is treated as:

	●	an individual who is a citizen or resident of the United States;

	●	a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

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

	●	a trust that (1) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

This discussion is limited to U.S. Holders who hold our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to the particular circumstances of a U.S. Holder, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. Holders that are subject to special rules, including, without limitation, banks, insurance companies and other financial institutions, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations or governmental organizations, brokers, dealers or traders in securities, commodities or currencies, stockholders who hold our Common Stock as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes, U.S. Holders that have a functional currency other than the U.S. dollar, U.S. Holders who actually or constructively own 5% or more of our Common Stock, U.S. expatriates and former citizens or long-term residents of the United States, and persons for whom Common Stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Accordingly, partnerships (and other entities treated as partnerships for U.S. federal income tax purposes) holding our Common Stock and the partners in such entities should consult their tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split to them.

In addition, the following discussion does not address the U.S. federal estate and gift tax, alternative minimum tax, or state, local and non-U.S. tax law consequences of the Reverse Stock Split. Furthermore, the following discussion does not address any tax consequences of transactions effected before, after or at the same time as the Reverse Stock Split, whether or not they are in connection with the Reverse Stock Split.

Each stockholder should consult his, her or its own tax advisors concerning the particular U.S. federal tax consequences of the Reverse Stock Split, as well as the consequences arising under the laws of any other taxing jurisdiction, including any state, local or foreign income tax consequences.

Tax Consequences of the Reverse Stock Split

The Reverse Stock Split is intended to constitute as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code for U.S. federal income tax purposes. Assuming that such treatment is correct, the Reverse Stock Split generally will not result in the recognition of gain or loss for U.S. federal income tax purposes, except potentially with respect to any additional fractions of a share of our Common Stock received as a result of the rounding up of any fractional shares that otherwise would be issued, as discussed below. Subject to the following discussion regarding a U.S. Holder’s receipt of a whole share of our Common Stock in lieu of a fractional share, the adjusted basis of the new Common Stock will be the same as the adjusted basis of the Common Stock exchanged. The holding period of the new, post-Reverse Stock Split Common Stock resulting from implementation of the Reverse Stock Split will include the U.S. Holder’s respective holding periods for the pre-Reverse Stock Split Common Stock. U.S. Holders who acquired our Common Stock on different dates or at different prices should consult their tax advisors regarding the allocation of the tax basis of such Common Stock.

As noted above, no fractional shares of our Common Stock will be issued as a result of the Reverse Stock Split. Instead, we will issue one (1) full share of the post-Reverse Stock Split Common Stock to any U.S. Holder who would have been entitled to receive a fractional share as a result of the process. The U.S. federal income tax consequences of the receipt of such additional fraction of a share of our Common Stock are not clear. A U.S. Holder who receives one (1) whole share of our Common Stock in lieu of a fractional share may recognize income or gain in an amount not to exceed the excess of the fair market value of such share over the fair market value of the fractional share to which such U.S. Holder was otherwise entitled. We are not making any representation as to whether the receipt of one (1) whole share in lieu of a fractional share will result in income or gain to any U.S. Holder, and U.S. Holders are urged to consult their own tax advisors as to the possible tax consequences of receiving a whole share in lieu of a fractional share in the Reverse Stock Split.

The U.S. federal income tax discussion set forth above does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular stockholder in light of such stockholder’s circumstances and income tax situation. Accordingly, we urge you to consult with your own tax advisor with respect to all of the potential U.S. federal, state, local and non-U.S. tax consequences to you of the Reverse Stock Split.

Appraisal Rights

Under the General Corporation Law of the State of Delaware, our stockholders will not be entitled to dissenter’s rights with respect to the proposed Amendment to effect the Reverse Stock Split, and we do not intend to independently provide stockholders with such rights.

Required Vote

The votes cast for Proposal 2 at the Annual Meeting must exceed the votes cast against Proposal 2 at the Annual Meeting in order for it to be approved.

The Board Unanimously Recommends a Vote “FOR” Approval of the Reverse Stock Split Proposal and Proxies that are Returned will be so Voted Unless Otherwise Instructed.

PROPOSAL 3 —

APPROVAL OF THE COMPANY’S 2026 EQUITY INCENTIVE PLAN

Introduction

Proposal 3 relates to our ability to properly motivate, incentivize, and retain our employees with equity compensation. We face significant competition for experienced and talented employees with critical and high demand skills in our industry, and our Board believes it is in the best interests of stockholders to motivate, incentivize and retain our employees. Equity awards are an important part of the compensation package we offer to employees because they are a key component linking pay to company performance. Encouraging employees to work toward our success aligns their interests with those of our stockholders by providing our employees with a means by which they can benefit from increasing the value of our stock.

To address the Company’s concerns with incentivizing and retaining key employees, on June 18, 2026, the Compensation Committee of the Board recommended that the Board approve the Interpace Biosciences, Inc. 2026 Equity Incentive Plan and submit such plan to a vote of our stockholders. On June 18, 2026, the Board approved the 2026 Plan, subject to stockholder approval, and directed that the 2026 Plan be submitted to our stockholders for their approval at the annual meeting. If approved by our stockholders, the 2026 Plan will become effective as of the date of approval. Further, upon approval of the 2026 Plan by our stockholders, no further equity awards will be granted under the Interpace Biosciences, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) and outstanding equity awards will remain outstanding until they are either vested, settled, or exercised, as applicable or forfeited and cancelled.

We believe that there are an insufficient number of shares of Common Stock reserved for future awards under the Interpace Biosciences, Inc. 2019 Plan. As of June 18, 2026, there were 1,851,870 shares remaining outstanding for future issuance, which represents approximately 7% of our current outstanding shares of Common Stock. This number of reserved shares is insufficient to grant awards that we believe will motivate, incentivize, and retain executive and non-executive employees. If the 2026 Plan is approved by our stockholders, then no further grants of equity awards will be made under the 2019 Plan, and any share reserve under the 2019 Plan, including any later expiration or forfeiture of stock options, will be unavailable to be the subject of new equity awards.

Currently, most of our outstanding equity awards are stock options that are significantly underwater. The following table summarizes stock options granted under the 2019 Plan that were outstanding as of December 31, 2025:

Name and Position	Quantity		$5 to $9.99 Exercise Price		$10 - $14.99 Exercise Price		$15.00 - $25.00 Exercise Price
Thomas W. Burnell, President, Chief Executive Officer		0		N/A		N/A		N/A
Christopher McCarthy, Chief Financial Officer and Chief Operating Officer		2,500		2,500		—		—
All Non-Employee Directors, as a group		122,740		114,300		6,140		2,300
All Other Employees, including officers other than Mr. Burnell and Mr. McCarthy, as a group		120,984		89,286		22,960		8,738
Total				206,086		29,100		11,308

The term of these options are scheduled to expire between October 14, 2016 to March 1, 2032, with the exception of the 43,750 outstanding stock options held by a former executive, which have an exercise price of $6.00 and are scheduled to expire on December 1, 2030.

As set forth in the Outstanding Equity Awards at Year End table, our Chief Executive Officer, Mr. Burnell holds 125,000 performance-based RSUs which will only vest following a 30-calendar day period in which, for each trading day of such period, a share of Common Stock has a closing per share price of at least $11.34. Mr. Burnell has agreed to cancellation of his performance-based RSUs irrespective of the outcome of the shareholder vote on Proposal 3. As a result, unless the shareholders vote to approve Proposal 3, Mr. Burnell will have no equity incentive in the Company.

As discussed below, the 2026 Plan provides for establishing share reserve that would represent approximately 15.8% of the Company’s outstanding shares of its common stock on a fully diluted basis assuming stockholders approved this proposal but excluding outstanding awards issued under the 2019 Plan. The Board believes that this level of share reserve under the 2026 Plan is needed in order to retain key talent. As noted above, no shares subject to stock options that expire unexercised in the future will be available for granting additional equity awards. The Board determined not to reprice or replace the existing underwater stock options held by employees due to the limited remaining term of those options and the time, cost and burden of doing so to comply with applicable legal requirements. If the 2026 Plan is approved by our stockholders, then no further grants of equity awards will be made under the 2019 Plan, and any share reserve under the 2019 Plan, including any later expiration or forfeiture of stock options, will be unavailable to be the subject of new equity awards.

Summary of the 2026 Equity Incentive Plan

The principal provisions of the 2026 Plan are summarized below. This summary is qualified in its entirety by reference to the actual 2026 Plan, a copy of which is attached as Annex C to this Proxy Statement.

Administration

The 2026 Plan vests broad powers in a committee to administer and interpret the 2026 Plan. The Board has designated the Compensation Committee to administer the 2026 Plan. Except when limited by the terms of the 2026 Plan, the Compensation Committee has the authority to, among other things: select the persons to be granted awards; determine the type, size and term of awards; establish performance objectives and conditions for earning awards; determine whether such performance objectives and conditions have been met; and accelerate the vesting or exercisability of an award. In its discretion, the Compensation Committee may delegate all or part of its authority and duties with respect to granting awards to one or more of our officers, subject to certain limitations and provided applicable law so permits.

The Board may amend, alter or discontinue the 2026 Plan and the Compensation Committee may amend any outstanding award at any time, provided, however, that no such amendment or termination may adversely affect awards then outstanding without the holder’s permission. In addition, any amendments seeking to increase the total number of shares reserved for issuance under the 2026 Plan (such as this Plan Amendment) or modifying the classes of participants eligible to receive awards under the 2026 Plan require ratification by our stockholders in accordance with applicable law, which we are seeking in this Proposal 3.

Eligibility

Any of our employees, directors, consultants, and other service providers, or those of our affiliates, are eligible to participate in the 2026 Plan and may be selected by the Compensation Committee to receive an award. As of the Record Date, we had approximately 100 employees, 4 non-employee directors and 3 consultants and other service providers, all of whom were eligible to be selected as participants in the 2026 Plan.

Vesting

The Compensation Committee determines the vesting conditions for awards. A time-based condition requires that the participant be employed or otherwise in the service of the Company or its affiliates for a certain amount of time in order for the award to vest. A performance-based condition requires that certain performance criteria be achieved in order for the award to vest.

Shares of Stock Available for Issuance

Subject to certain adjustments, the maximum number of shares of Common Stock that may be issued under the 2026 Plan for new awards is 4,400,000 (the “Share Pool”). Shares issuable under the 2026 Plan may be utilized toward the grant of any type of award, including incentive stock options. Awards that are assumed or substituted by us in connection with an acquisition will not reduce the Share Pool. In the event of any merger, consolidation, reorganization, recapitalization, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or other like change in capital structure (other than ordinary cash dividends) to our stockholders, or other similar corporate event or transaction that affects our Common Stock, the Compensation Committee shall make appropriate adjustments in the number and kind of shares authorized by the 2026 Plan and covered under outstanding awards as it determines appropriate and equitable. For avoidance of doubt, the shares of Common Stock will be adjusted if Proposal 2 is approved by stockholders and there is a reverse stock split. Shares of Common Stock subject to awards that expire unexercised or are otherwise forfeited shall again be available for awards under the 2026 Plan.

The closing price of a share of our Common Stock on the OTCID as of the Record Date was $_____ per share.

Types of Awards

The 2026 Plan provides for the grant of the following equity-based and cash-based incentive awards to participants: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) RSUs, and (v) cash awards.

Stock Options. An option entitles the holder to purchase from us a stated number of shares of Common Stock. An incentive stock option (“ISO”) may only be granted to an employee of the Company or its eligible affiliates. The Compensation Committee will specify the number of shares of Common Stock subject to each option, the vesting conditions, and the exercise price for such option; provided that the exercise price may not be less than the fair market value of a share of Common Stock on the date the option is granted. Notwithstanding the foregoing, if ISOs are granted to a beneficial owner of greater than 10% our shares (“10% Stockholder”), the exercise price shall not be less than 110% of the fair market value of Common Stock on the date the option is granted.

Generally, options may be exercised in whole or in part through a cash payment. The Compensation Committee may, in its sole discretion, permit payment of the exercise price of an option in the form of previously acquired shares based on the fair market value of the shares on the date the option is exercised or through means of “net settlement,” which involves the cancellation of a portion of the option to cover the cost of exercising the balance of the option.

All options shall be exercisable in accordance with the terms of the applicable award agreement. The maximum term of an option shall be determined by the Compensation Committee on the date of grant but shall not exceed ten (10) years (five (5) years in the case of ISOs granted to any 10% Stockholder). In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of Common Stock with respect to which such ISOs become exercisable for the first time during any calendar year cannot exceed $100,000. ISOs granted in excess of this limitation will be treated as non-qualified stock options.

Stock Appreciation Rights. A stock appreciation right represents the right to receive, upon exercise, any appreciation in a share of Common Stock over a particular time period. The base price of a stock appreciation right shall not be less than the fair market value of a share of Common Stock on the date the stock appreciation right is granted. This award is intended to mirror the benefit the participant would have received if the Compensation Committee had granted the participant an option. The maximum term of a stock appreciation right shall be determined by the Compensation Committee on the date of grant but shall not exceed ten (10) years. Distributions with respect to stock appreciation rights may be made in cash, shares of Common Stock, or a combination of both, at the Compensation Committee’s discretion.

Termination of Employment Rights with Respect to Stock Options and Stock Appreciation Rights. Unless otherwise provided in an award agreement or determined by the Compensation Committee, if a participant terminates employment with the Company (or its affiliates) due to death or disability, the participant’s unexercised options and stock appreciation rights may be exercised, to the extent they were exercisable on the termination date, for a period of twelve (12) months from the termination date or until the expiration of the original award term, whichever period is shorter. If the participant terminates employment with the Company (or its affiliates) for Cause (as defined in the 2026 Plan), (i) all unexercised options and stock appreciation rights (whether vested or unvested) shall terminate and be forfeited on the termination date, and (ii) any shares in respect of exercised options or stock appreciation rights for which the Company has not yet delivered shares will be forfeited and the Company will refund to the participant the option exercise price paid for those shares, if any. If the participant’s employment terminates for any other reason, any vested but unexercised options and stock appreciation rights may be exercised by the participant, to the extent exercisable at the time of termination, for a period of ninety (90) days from the termination date (or such time as specified by the Compensation Committee at or after grant) or until the expiration of the original option or stock appreciation right term, whichever period is shorter. Unless otherwise provided by the Compensation Committee, any options and stock appreciation rights that are not exercisable at the time of termination of employment shall terminate and be forfeited on the termination date.

Restricted Stock. A restricted stock award is a grant of shares of Common Stock, which are subject to forfeiture restrictions during a restriction period. The Compensation Committee will determine the price, if any, to be paid by the participant for each share of Common Stock subject to a restricted stock award. If the specified vesting conditions (if any) are not attained, the participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the underlying Common Stock will be forfeited to the Company. At the end of the restriction period, if the vesting conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of shares. During the restriction period, a participant will have the right to vote the shares underlying the restricted stock. However, unless otherwise provided by the applicable award agreement or the Compensation Committee, a participant generally will not have the right to receive any cash distributions or dividends with respect to the restricted stock prior to the lapse of the restriction period. Unless otherwise provided in an award agreement or determined by the Compensation Committee, upon employment termination a participant will forfeit all restricted stock that then remains subject to forfeiture restrictions.

Restricted Stock Units. RSUs are granted in reference to a specified number of shares of Common Stock and entitle the holder to receive, on the achievement of specified vesting conditions, an amount equal to the fair market value (as defined in the 2026 Plan) of one share of Common Stock (at the time of distribution) for each such share of Common Stock covered by the RSU, which will be settled in shares of Common Stock, cash, or a combination of both, as designated by the Compensation Committee in its sole discretion in the award agreement. Unless otherwise provided in an award agreement or determined by the Compensation Committee, upon employment termination a participant will forfeit all RSUs that then remain subject to forfeiture.

Cash Awards. Cash awards may be granted to participants. The Compensation Committee will determine the vesting conditions of each cash award. Unless otherwise specified by the Compensation Committee, a participant will only be eligible to receive payment of a cash award if he or she provided services to the Company or an affiliated company through the last day of the applicable performance period.

Change in Control

In the event of a Change in Control (as defined in the 2026 Plan), the Compensation Committee may, in its sole and absolute discretion and on a participant-by-participant basis: (i) cause any or all outstanding awards to become vested and immediately exercisable (as applicable), in whole or in part; (ii) cause any outstanding option or stock appreciation right to become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that option or stock appreciation right upon closing of the Change in Control; (iii) cancel any unvested award or unvested portion thereof, with or without consideration; (iv) cancel any award in exchange for a substitute award; (v) redeem any restricted stock or RSU for cash and/or other substitute consideration with value equal to the fair market value of an unrestricted share on the date of the Change in Control; (vi) cancel any Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal to: (A) the number of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the date of the Change in Control and the exercise price of that Option or the base price of the Stock Appreciation Right; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the exercise price of any such Option or the base price of any such Stock Appreciation Right, the Committee may cancel that Option or Stock Appreciation Right without any payment of consideration therefor; (vii) take such other action as the Compensation Committee shall determine to be reasonable under the circumstances; and/or (viii) in the case of any award subject to Section 409A of the Code, such award shall vest and be distributed only in accordance with the terms of the applicable award agreement and the Compensation Committee shall only be permitted to use discretion to the extent that such discretion would be permitted under Section 409A of the Code.

Repricing

Neither the Board nor the Compensation Committee may, without obtaining prior approval of our stockholders: (i) implement any cancellation/re-grant program pursuant to which outstanding options or stock appreciation rights under the 2026 Plan are cancelled and new options or stock appreciation rights are granted in replacement with a lower exercise or base price per share; (ii) cancel outstanding options or stock appreciation rights under the 2026 Plan with an exercise or base price per share in excess of the then current fair market value per share for consideration payable in our equity securities; or (iii) otherwise directly reduce the exercise or base price in effect for outstanding options or stock appreciation rights under the 2026 Plan.

Federal Tax Consequences

Under the Code as currently in effect, a grant under the 2026 Plan of options, stock appreciation rights, restricted stock, or RSUs would have no federal income tax consequence at the time of grant. All amounts taxable as ordinary income to participants under the 2026 Plan in respect of awards are expected to be deductible by the Company as compensation at the same time the participant recognizes the ordinary income, subject to certain caps on the deductibility of executive compensation imposed by Section 162(m) of the Code.

Options and Stock Appreciation Rights. Upon exercise of a nonqualified stock option, the excess of the fair market value of the stock at the date of exercise over the exercise price is taxable to a participant as ordinary income. Similarly, upon exercise of a stock appreciation right, the value of the shares or cash received is taxable to the participant as ordinary income. Upon exercise of an ISO that a participant has held for at least two (2) years after the date of stock option grant and at least one (1) year after the date of exercise, the participant will not have taxable income, except that the alternative minimum tax may apply. When there is a disposition of the shares subject to the ISO, the difference, if any, between the sale price of the shares and the exercise price of the option, is treated as long-term capital gain or loss. If the participant does not satisfy these holding period requirements, a “disqualifying disposition” occurs and the participant will recognize ordinary income in the year of the disposition in an amount equal to the excess of the fair market value of the shares at the time the option was exercised over the exercise price of the option. Any gain realized in excess of the fair market value at the time of exercise will be short or long-term capital gain, depending on whether the shares were sold more than one (1) year after the option was exercised.

Restricted Stock. Unless the participant elects to recognize its value as income at the time of the grant, restricted stock is taxable to the participant as ordinary income when it becomes vested.

Restricted Stock Units. When shares of Common Stock with respect to RSU awards are delivered to the participant, the value of the shares is taxable to the participant as ordinary income.

The preceding discussion does not constitute tax advice, is based on U.S. federal tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. federal income tax aspects of the 2026 Plan. A participant may also be subject to state, local and foreign taxes in connection with the grant of awards under the 2026 Plan. We strongly encourage participants to consult with their individual tax advisors to determine the applicability of the tax rules to the awards granted to them in their personal circumstances.

Miscellaneous

Generally, awards granted under the 2026 Plan shall be nontransferable except by will or by the laws of descent and distribution. No participant shall have any rights as a stockholder with respect to shares covered by options or RSUs, unless and until such awards are settled in shares of Common Stock. No option shall be exercisable, no shares of Common Stock shall be issued, no shares of Common Stock shall be delivered and no payment shall be made under the 2026 Plan except in compliance with all applicable laws. The awards will be subject to our stock ownership and clawback policies, as may be in effect from time to time.

New Plan Benefits

If this Proposal 3 is approved by stockholders, it is intended that the 2026 Plan will be used to make equity awards in the amounts and on the terms and conditions set forth below. The amounts disclosed below would be adjusted for any reverse stock split.

Name and position	Restricted Stock Units ²		Stock Options ³
Thomas W. Burnell, President, Chief Executive Officer		1,966,763		554,018
Christopher McCarthy, Chief Financial Officer and Chief Operating Officer		554,018		277,009
All Non-Employee Directors, as a group		277,008		N/A
All other employees, including officers other than Mr. Burnell and Mr. McCarthy, as a group		277,008		207,756
Prospective employees intended to be hired later this year, as a group		N/A		277,008

The stock option grant to current non-employee directors is intended to be a one-time special grant.

It is anticipated that any equity grants from the 2026 Plan other than those noted in the table above will be made in the form of stock options.

Required Vote

The affirmative vote of a majority of the votes of the shares of Common Stock cast at the Annual Meeting is required to approve Proposal 3.

The Board Unanimously Recommends a Vote “FOR” Approval of the Equity Incentive Plan Proposal and Proxies that are Returned will be so Voted Unless Otherwise Instructed.

² All of the RSUs would be vested immediately on the grant date. The shares of stock issued to Mr. Burnell under his RSUs would be subject to a lock-up period to be determined which would also be applicable to the Company’s largest shareholders, but in no event longer than 12 months from the date of issuance, except for the sale of shares that may be needed to comply with required minimum tax withholding.

³ Stock options would be for a maximum term of ten years subject to a four-year vesting schedule with 25% of the number of shares subject to the award vesting on each anniversary of the grant date, provided the option holder is still providing services for us. The exercise price will be $2.02 or, if required to comply with the exemption for stock options from Section 409A, the fair market value for a share of the Company’s common stock as determined under a method permissible under IRS regulations.

PROPOSAL 4 —

APPROVAL OF THE COMPANY’S 2026 EMPLOYEE STOCK PURCHASE PLAN

General

The Board of Directors is requesting that stockholders approve the 2026 Employee Stock Purchase Plan, which is set forth in its entirety as Appendix D (the “ESPP”). The ESPP was adopted by the Board of Directors on June 18, 2026, subject to stockholder approval. As described below, the ESPP:

	●	reserves up to 1,000,000 shares of Common Stock for issuance.

	●	permits employees to purchase Common Stock at a 15% discount on the lower of the stock price on the offering date (start) or the purchase date (end).

	●	facilitates sales of shares of Common Stock that will generally be made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Code.

The ESPP replaced the Employee Stock Purchase Plan that previously was approved by the Company’s stockholders on October 10, 2019 and amended November 10, 2022.

The Board of Directors recommends approval of the ESPP to encourage our employees to acquire shares of Common Stock, thereby fostering broad alignment of employees’ interests with the interests of our stockholders.

Summary of the ESPP

The following is a summary of the terms of the ESPP. This summary is qualified in its entirety by reference to the complete text of the ESPP which is attached as Appendix D.

Purpose

The purpose of the ESPP is to allow eligible employees of the Company and its participating subsidiaries to purchase shares of the Company’s Common Stock at a discount at designated intervals through their accumulated payroll deductions or other contributions. The Company intends that the ESPP qualify as an employee share purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder (the Code). The ESPP is structured to qualify for favorable tax treatment is available for United States tax residents participating in a Section 423 plan.

Administration

The Compensation Committee of the Board of Directors (the “Committee”) will administer the ESPP. The Committee (i) determines the employees who will be eligible for participation in the ESPP, (ii) designates separate offerings under the ESPP, and (iii) interprets and administers the ESPP. All questions of interpretation with respect to the ESPP and the terms of any offering will be determined by the Committee and its determination will be final and conclusive upon all parties in interest.

Offering Period and Purchase Rights

Shares of the Company’s Common Stock will be available for purchase under the ESPP through a series of consecutive or overlapping offering periods. The duration of each offering period will be set by the Committee prior to the start of the offering period and will not exceed 27 months. The first offering period will be determined by the Committee, which is expected to commence on or around October 1, 2026.

On the first day of each offering period, each participant will be granted a right to acquire shares of the Company’s Common Stock at a discount on each purchase date during that offering period, subject to certain limitations described below. The purchase date will be the last trading day of each purchase interval within the offering period. The purchase price will be an amount equal to 85% of the lower of the fair market value of a share of our stock on the first trading day of the offering period or the last trading day of a purchase period during the offering period.

Contributions and Limitations

Participants contribute to the ESPP through payroll deductions or, if permitted, through other means specified by the Committee. Contributions must be equal to a whole percentage of compensation received on the pay day and may be subject to other limitations imposed by the Committee from time to time. No employee will be granted an option under the ESPP (i) if immediately after such grant, such employee would be treated as owning or holding five percent or more of or the total combined voting power or value of all classes of stock of the Company or (ii) to the extent that such employee’s rights to purchase stock under all employee stock purchase plans of the Company or any affiliate accrues at a rate that exceeds $25,000 worth of stock for each calendar year in which such option is outstanding at any time.

Participants and Eligibility

All employees of the Company or any participating parent or subsidiary corporation (whether now existing or subsequently established or acquired) will generally be eligible to participate in any offering period implemented under the ESPP subject to limitations in the ESPP and any limitations imposed by the Committee from time to time in accordance with the ESPP.

To participate in a particular offering period, an eligible employee must complete and file the requisite enrollment forms during the enrollment period for that offering period. Once the eligible employee is enrolled in the ESPP, the eligible employee’s participation will automatically remain in effect from one offering period to the next, unless the eligible employee withdraws from the ESPP or otherwise becomes ineligible.

As of March 2, 2026, approximately 102 employees (including all executive officers) generally would have been eligible to participate in the ESPP had it been in effect on such date.

Duration

The ESPP will become effective upon approval by the stockholders of the Company. The ESPP will continue in effect for a term of 10 years, unless earlier terminated pursuant to the terms of the ESPP.

Amendments

The Board of Directors may at any time, amend, suspend, or terminate the ESPP. The Committee may at any time change the offering periods or purchase periods, designate separate offerings, limit the frequency and/or number of changes in the amount withheld during an offering period or make other changes described in the ESPP. However, any action of the Board or Committee that requires stockholder approval pursuant to applicable law will not be effective without such approval.

Shares Available for Issuance

Subject to adjustment in connection with certain corporate transactions, the maximum number of shares of Common Stock that may be purchased under the ESPP will be 1,000,000 shares.

Transferability

A participant may not sell, assign, transfer, pledge, or otherwise dispose of or encumber either the payroll deductions credited to his or her account or an option or any rights granted under the ESPP other than by will or the laws or descent and distribution. During the participant’s lifetime, only the participant can make decisions regarding the participant in or withdrawal from an offering under the ESPP.

Federal Income Tax Consequences

The following is a summary of the principal federal income tax consequences of the ESPP to participants who are United States taxpayers under present tax law. This summary is not intended to be exhaustive, and, among other things, does not describe state, local, or foreign tax consequences. Participants are advised to consult their own tax advisors with respect to the tax consequences of participating in the ESPP.

The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Amounts withheld from a participant’s earnings under the ESPP will be taxable income to the participant in the year in which the amounts would have been received, but the participant will not be required to recognize additional income for U.S. federal income tax purposes, either at the time the participant is deemed to have been granted an option to purchase shares of Common Stock on the grant date or when the option to purchase shares is exercised on the purchase date. No additional taxable income will be recognized for U.S. federal income tax purposes by a participant until the sale or other disposition of the shares of Common Stock acquired under the ESPP.

Upon such sale or disposition, the participant will be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to selling or disposing of them. If a participant holds the shares of Common Stock purchased under the ESPP for: (a) more than two years after the date of the beginning of the offering period; and (b) more than one year after the stock is purchased in accordance with the ESPP (or it the employee dies while holding the shares), when the participant sells or disposes of the shares (a “qualifying disposition”), the participant will recognize as ordinary income an amount equal to the lesser of: (i) the excess of the Fair Market Value of the shares on the date of such sale or disposition over the purchase price; or (ii) the Fair Market Value of the shares on the grant date multiplied by the discount percentage for share purchases under the ESPP.

Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income, and the participant has a long- term capital loss for the difference between the sale price and the purchase price. If a participant sells or disposes of the shares of Common Stock purchased under the ESPP within two years after the grant date or before one year has elapsed since the purchase date (a “disqualifying disposition”), the participant will recognize as ordinary income an amount equal to the excess of the Fair Market Value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to selling or disposing of them.

In connection with a qualifying disposition, the Company will not receive any deduction for U.S. federal income tax purposes with respect to those shares or the option under which it was purchased. In connection with a disqualifying disposition, the Company will be entitled to a deduction in an amount equal to the amount that is considered ordinary income, subject to the limitations of Section 162(m) of the Code and our compliance with applicable reporting requirements.

New Plan Benefits

Because the number of shares of commons stock that may be purchased under the ESPP will depend on each participant’s voluntary election to participate and on the fair market value of the shares at various future dates, the actual number of shares that may be purchased by an individual cannot be determined in advance. No shares of Common Stock have been issued under the ESPP as of the date of this Proxy Statement, and no shares will be issued under the ESPP prior to approval of the ESPP by our stockholders.

Required Vote

The affirmative vote of a majority of the votes of the shares of Common Stock cast at the Annual Meeting is required to approve Proposal 4.

The Board Unanimously Recommends a Vote “FOR” Approval of the ESPP Proposal and Proxies that are Returned will be so Voted Unless Otherwise Instructed.

PROPOSAL 5 —
ELECTION OF DIRECTORS

Board Nominees for Election at the Annual Meeting

At the Annual Meeting, depending upon the outcome of the vote on Proposal 1, stockholders will either (i) vote to elect five unclassified directors to hold a one year term of office from the date of their election until the Company’s 2027 annual meeting or until their successors are duly elected and qualified or (ii) vote to elect two individuals as Class I directors to hold a two year term of office from the date of their election until the Company’s 2028 annual meeting or until their successors are duly elected and qualified and two individuals as Class III directors to hold a three year term of office from the date of their election until the Company’s 2029 annual meeting or until their successors are duly elected and qualified.

If Proposal 1 is approved, stockholders will vote on Proposal 5 at the Annual Meeting pursuant to which five individuals are to be elected as unclassified directors to hold a term of office from the date of their election until the Company’s 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Under Proposal 5, the five nominees for election as directors are Vijay Aggarwal, Thomas Burnell, Joseph Keegan, Fortunato Ron Rocca and Stephen J. Sullivan.

If Proposal 1 is not approved, stockholders will vote on Proposal 5 at the Annual Meeting pursuant to which two individuals are to be elected as Class I directors to hold a two year term of office from the date of their election until the Company’s 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified and two individuals are to be elected as Class III directors to hold a three year term of office from the date of their election until the Company’s 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Under Proposal 5, the two nominees for election as Class I directors are Dr. Aggarwal and Mr. Sullivan and the two nominees for election as Class III directors are Mr. Burnell and Dr. Keegan.

Required Vote

Election of directors requires a plurality of the votes cast, which means that the nominees for director receiving the highest number of votes for election will be elected as directors. Accordingly, the directorships to be filled at the Annual Meeting will be filled by the five nominees receiving the highest number of votes cast “FOR” such nominee if Proposal 1 is approved and by the two nominees receiving the highest number of votes cast “FOR” such nominee as a Class I director and by the two nominees receiving the highest number of votes cast “FOR” such nominee as a Class III director if Proposal 1 is not approved.

Board Recommendation

The Board, upon recommendation from the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), believes that the nominees under Proposal 2 have the requisite qualifications to oversee our business.

The Board Unanimously Recommends a Vote “FOR” the Election of the Nominee Listed Above and Proxies that are Returned will be so Voted Unless Otherwise Instructed.

Set forth below, you will find certain information for each of the directors, which we believe demonstrates the directors’ qualifications to serve on the Board.

INFORMATION ABOUT OUR BOARD OF DIRECTORS

The Board currently consists of five members, divided into three classes with two directors in Class I, one director in Class II and two directors in Class III. Directors serve for three-year terms with one class of directors being elected by the Company’s stockholders at each annual meeting. The terms of our Class I directors, Dr. Aggarwal and Mr. Sullivan, would have expired at the Company’s 2025 Annual Meeting of Stockholders. Because the Company did not hold a 2025 Annual Meeting of Stockholders, Dr. Aggarwal and Mr. Sullivan are holdover directors and will serve until the Annual Meeting or until their successors are earlier elected or qualified. The term of our Class II director, Mr. Rocca, will expire at the Company’s 2027 Annual Meeting of Stockholders. The terms of our two Class III directors, Mr. Burnell and Dr. Keegan, will expire at the Annual Meeting. Currently, the authorized number of directors to the Board is seven.

NAME	CLASS	AGE	PRINCIPAL OCCUPATION OR EMPLOYMENT
Vijay Aggarwal, Ph.D.	I	77	Member of the Executive Committee of Broad Street Angels
Thomas W. Burnell	III	64	President, Chief Executive Officer and Chairman of the Board of Interpace Biosciences, Inc.
Joseph Keegan, Ph.D.	III	72	Independent Investor
Fortunato Ron Rocca	III	64	Independent Investor
Stephen J. Sullivan		79	Founder, CRO Advisors LLC

The biographies and qualifications of the members of the Board are set forth below under the heading “Director Biographies and Qualifications.”

DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

The biographies and qualifications of the members of the Board are set forth below. No director is related to any of our other directors, executive officers, or persons nominated or chosen by the Company to become a director or executive officer that would require disclosure pursuant to Item 401(d) of Regulation S-K (“Regulation S-K”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Likewise, there are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer that would require disclosure pursuant to Item 401(d) of Regulation S-K.

Vijay Aggarwal, Class I Director. Dr. Vijay Aggarwal was designated as a director by Ampersand 2018 Limited Partnership (“Ampersand”), a fund managed by Ampersand Capital Partners that is a major stockholder of the Company, as a holder of the Company’s Series B Preferred Stock, and thereby appointed and elected as a director effective February 1, 2022. On October 11, 2024, Ampersand exchanged its Series B Preferred Stock for Series C Preferred Stock pursuant to which it no longer has director designation rights. In January 2026, all outstanding shares of Series C Preferred Stock were converted into shares of Common Stock which do not have director designation rights. Dr. Aggarwal serves as Chair of the Board’s Regulatory Compliance Committee (the “Regulatory Compliance Committee”), which was formerly part of the Board’s Audit Committee (the “Audit Committee”) and was formed in January 2020, and as a member of the Board’s Nominating and Corporate Governance Committee (the “Nominating Committee”) and Compensation Committee (the “Compensation Committee”). Currently a member of the Executive Committee of Broad Street Angels and a member of the advisory board of Slone Partners, Dr. Aggarwal is an active investor in early-stage medical technology companies. As a Managing Partner of The Channel Group from 2009 to 2021, Dr. Aggarwal provided strategic advisory and capital formation services to companies with operations or investments in the clinical diagnostics, molecular diagnostic and anatomic pathology sectors.

Dr. Aggarwal currently holds board positions at Accugenomics, Moleculera Biosciences, where he is chairman of the board, Medcura, where he is a board observer and Slone Partners. Previous board positions include Hycor Biomedical, Targeted Diagnostics and Therapeutics Orbis, Ltd. and ViraCor IBT Laboratories. He earned a B.A. in Chemistry from Case Western Reserve University and a Ph.D. in Pharmacology from the Medical College of Virginia.

Dr. Aggarwal brings extensive leadership in clinical diagnostic services as well as institutional and individual investment experience which has led the Board to conclude that Dr. Aggarwal should continue to serve as a director of the Company.

Thomas W. Burnell, Class III Director. Effective December 1, 2020, Mr. Burnell was named President, Chief Executive Officer and a director of the Company. On February 1, 2024, he was named Chairman of the Board. Mr. Burnell has also served as an Operating Partner of 1315 Capital Partners, a private equity firm whose fund is a major stockholder of the Company, since October 2023. Mr. Burnell has served as a member of the board of directors of miraDry, Inc. since January 2024 and as its Chairman since October 2024. He has also served as Chairman of the Board of SciSafe Solutions, Inc. since November 2024 and as a member of the Board of Nu-Tek Biosciences, Inc. since May 2024. From October 2019 until October 2024, he served as Chairman of the Board of Cardiovascular Clinic of Nebraska, a medical treatment facility focused on diagnosis and treatment of cardiac and vascular disorders, and from October 15, 2019 until November 30, 2020, he served as its President and Chief Executive Officer. From October 2, 2017 until November 29, 2017, he served as Chief Executive Officer and a director of True Nature Holding, Inc., a public company now known as Mitesco, Inc. that focuses on development and acquisition of innovative technologies. From July 16, 2016 until March 31, 2017, Mr. Burnell was the President of Boston Heart Diagnostics Corporation, a diagnostics subsidiary of Eurofins Scientific, Inc. (“Eurofins”). From January 2014 to December 2016, Mr. Burnell was an Operating Partner of Ampersand Capital Partners, a private equity firm and the manager of a private equity fund that is a major stockholder of the Company, where he represented Ampersand Capital Partners’ investment in a dietary supplement manufacturer, Elite One Source Nutrisciences, Inc., as its President and Chief Executive Officer. From October 2014 until May 2016, Mr. Burnell served as Executive Chairman of Accuratus Lab Services, Inc., a provider of laboratory testing services, and from September 2012 until July 2014 he was President and Chief Executive Officer of Viracor-IBT Laboratories, Inc., a specialty testing laboratory with an emphasis on the transplant market, during which time it was majority-owned by Ampersand Capital Partners prior to its sale to Eurofins. Mr. Burnell performed the above-described services, except for his services to us, as the Co-Owner, General Partner and Chief Executive Officer of Milestone Business Management, a consulting firm focused on strategic, financial and organizational performance of food, pharmaceutical and life science companies.

Mr. Burnell holds a PhD in Nutrition from the University of Kentucky and a BS and MS in animal sciences and nutrition, respectively, from the University of Nebraska-Lincoln.

Mr. Burnell has extensive leadership experience in the healthcare, biotechnology, laboratory sciences and manufacturing sectors, which has led the Board to conclude that Mr. Burnell should continue to serve as a director of the Company.

Joseph Keegan, Class III Director. Joseph Keegan, Ph.D. was appointed to the Board effective January 1, 2016 and was subsequently appointed Chair of our Audit Committee and our Nominating Committee and as a member of our Regulatory Compliance Committee. Dr. Keegan has more than 30 years of experience in life science businesses.

Dr. Keegan is a member of the board of directors and nominating and compensation committees of Bio-Techne Corporation (NASDAQ: TECH), a publicly held biotech company, and serves on the boards of directors of three privately held companies: Halo Labs, Inc. (formerly known as Optofluidics, Inc.), where he is a member of the audit and compensation committees, Carterra (formerly known as Wasatch Microfluidics, Inc.), where he is a member of the audit and compensation committees, and Biolog, Inc. Dr. Keegan holds a B.A. in Chemistry from Boston University and a Ph.D. in Physical Chemistry from Stanford University.

Dr. Keegan’s specific qualifications and skills in the areas of life science businesses, product development and sales strategies led the Board to conclude that Dr. Keegan should continue to serve as a director of the Company.

Fortunato Ron Rocca, Class II Director. Ron Rocca was elected to the Board as a Class II director on January 22, 2020 following his designation by 1315 Capital II, L.P. (“1315 Capital”), a fund managed by 1315 Capital Partners that is a major stockholder of the Company, as a holder of Series B Preferred Stock. Mr. Rocca was concurrently appointed to the Audit Committee and Compensation Committee and was subsequently appointed to the Regulatory Compliance Committee. On October 11, 2024, 1315 Capital exchanged its Series B Preferred Stock for Series C Preferred Stock pursuant to which it no longer has director designation rights. In January 2026, all outstanding shares of Series C Preferred Stock were converted into shares of Common Stock which do not have director designation rights. Mr. Rocca has served as the President and Chief Executive Officer of Mindera Inc. from May 2023 until August 2025 and he currently serves on the board of Circular Genomics, where he is also a member of the Audit Committee and the Compliance Committee. From October 2011 through October 2022, Mr. Rocca served as President, Chief Executive Officer and Director of Exagen Inc. (NASDAQ: XGN), a company dedicated to transforming the care continuum for patients suffering from debilitating and chronic autoimmune diseases.

Mr. Rocca received a B.S. in Marketing and Personnel Management from Towson State University. Mr. Rocca’s extensive knowledge of our business, as well as his over 25 years of experience in the diagnostic and pharmaceutical industries, as well as his extensive experience as an officer at public companies developing healthcare tests contributed to our Board’s conclusion that he should continue to serve as a director of our Company.

Stephen J. Sullivan, Class I Director. Stephen J. Sullivan is currently a director and served as Chairman of the Board from June 21, 2016 until April 16, 2020. Mr. Sullivan served as Interim Chairman of the Board from January 1, 2016 to June 20, 2016. Mr. Sullivan joined the Company as a director in September 2004 and has served as Chair of various committees of the Board. Mr. Sullivan currently serves as Chair of the Compensation Committee and a member of the Audit Committee and Nominating Committee. In early 2010, Mr. Sullivan founded CRO Advisors LLC, a specialty consulting firm he continues to head.

Mr. Sullivan has extensive experience as a director. In 2019, Mr. Sullivan became a director of The Emmes Company, LLC, a clinical research collaborator within the contract research organization industry. In July 2022, The Emmes Company LLC was sold to New Mountain Capital, at which time Mr. Sullivan resigned from the board. Since April 2018, Mr. Sullivan has been a member of the board of Transnetyx, Inc., a privately held genotyping company.

Mr. Sullivan graduated from the University of Dayton with a B.S. in Political Science, was a commissioned officer in the Marine Corps, and completed his M.B.A. in Marketing and Finance at Rutgers University in 1976. Mr. Sullivan is currently an adjunct Professor of Management at Georgetown University.

Mr. Sullivan has held senior leadership positions in companies in the life sciences and healthcare services industries. His specific qualifications and skills in the areas of general operations, financial operations and administration, and mergers and acquisitions led the Board to conclude that Mr. Sullivan should continue to serve as a director of the Company.

INFORMATION ABOUT THE COMPENSATION OF OUR DIRECTORS

Director Compensation

The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors for Board and committee chair services. Directors who also serve as employees of the Company, such as Mr. Burnell, our President, Chief Executive Officer and Chairman of the Board, do not receive payment for services as directors. The current compensation program for non-employee directors is described further below.

Cash Compensation Policy

In 2025, each of our non-employee directors received an annual director’s fee of $40,000, payable quarterly in arrears. Additionally, any non-employee director serving as Chair of a Board Committee received an annual fee of $10,000 (regardless of the number of committees chaired).

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

Equity Compensation Policy

Commencing in 2020, each new appointee to the Board received a grant of 28,000 stock options which vest in equal annual installments over a three-year period. Director equity compensation is reviewed on a regular basis with the assistance of compensation consultants from time to time. Assuming that Proposal 3 included in this proxy statement is approved by our stockholders, each non-employee member of the Board will receive a one-time grant of 69,252 restricted stock units, with vesting over four years in equal amounts. Non-employee director compensation after 2026 is expected to be paid in cash.

Director Compensation in 2025

The following table presents information relating to total compensation for our non-employee directors for the year ended December 31, 2025. Mr. Burnell, our President, Chief Executive Officer and Chairman, does not receive compensation for his services on the Board. Information regarding the compensation of Mr. Burnell can be found below, under the heading “Narrative Disclosure to Summary Compensation Table.”

DIRECTOR COMPENSATION IN 2025
Name	Fees earned or paid in cash ($)		Option awards ($) ⁽¹⁾		Total ($)
Vijay Aggarwal		50,000		-		50,000
Joseph Keegan		50,000		-		50,000
Fortunato Ron Rocca		47,500		-		47,500
Stephen J. Sullivan		50,000		-		50,000

(1)

The aggregate number of option awards held by the non-employee directors as of December 31, 2025 are as follows which are fully vested: Dr. Aggarwal – 28,000; Dr. Keegan – 32,920; Mr. Rocca – 28,000; and Mr. Sullivan – 33,820.

PROPOSAL 6 —
NON-BINDING ADVISORY VOTE ON RESOLUTION TO APPROVE
NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act, which was added by the Dodd-Frank Act, the Company’s stockholders are entitled to vote at the Annual Meeting on whether to provide advisory approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement. At our 2023 Annual Meeting of Stockholders, stockholders agreed, and the Board subsequently approved, that our stockholders should have the opportunity to cast an advisory vote to approve the compensation of our named executive officers on a triennial basis. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall total compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement, including under the heading “Information About Our Executive Compensation.” The stockholder vote on executive compensation is an advisory vote only, and it is not binding on us or the Board.

Our executive compensation programs are designed to attract and retain superior employees in key positions to enable us to succeed in the highly competitive market for talent, while simultaneously maximizing stockholder returns. Our goal is to provide a competitive compensation package to our executives, tie a significant portion of pay to performance and utilize components that align the interests of our executives with those of our stockholders. The Compensation Committee and the Board believe that our executive compensation program fulfills these goals and is reasonable, competitive, and appropriately aligned with our performance and the performance of our executives.

We are asking the Company’s stockholders to indicate their support for the advisory approval of the Company’s executive compensation as described in this Proxy Statement, including under the heading “Information About Our Executive Compensation.” Accordingly, we ask that our stockholders vote “FOR” the following resolution:

“RESOLVED, that the Company’s stockholders APPROVE, on an advisory basis, the Company’s executive compensation as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Summary Compensation Table and the other related compensation tables and narrative disclosure.”

While this advisory vote is non-binding, the Board values the opinions that stockholders express in their votes and will, as a matter of good corporate practice, take into account the outcome of the vote when considering future compensation decisions.

The Board Unanimously Recommends a Vote “FOR” the Executive Compensation Proposal and Proxies that are Returned will be so Voted Unless Otherwise Instructed.

PROPOSAL 7 —
RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed EisnerAmper as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Although stockholder approval is not required, we desire to obtain from the stockholders an indication of their approval or disapproval of the Audit Committee’s action in appointing EisnerAmper as the independent registered public accounting firm of the Company and its subsidiaries Accordingly, we ask that our stockholders vote “FOR” the following resolution:

“RESOLVED, that the Company’s stockholders ratify the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.”

A representative of EisnerAmper is expected to be available at the Annual Meeting and will be afforded an opportunity to make a statement and to respond to questions. If the stockholders do not ratify this appointment, such appointment will be reconsidered by the Audit Committee, but the Audit Committee will not be required to take any action.

AUDIT COMMITTEE MATTERS AND FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

Under our Certificate of Incorporation, the Audit Committee must pre-approve all engagements of our independent registered public accounting firm unless an exception to such pre-approval exists under the Exchange Act or the rules of the SEC. Each year, the independent registered public accounting firm’s retention to audit our financial statements and permissible non-audit services, including the associated fees, is approved by the Audit Committee. At the beginning of each fiscal year, the Audit Committee evaluates other known potential engagements of the independent registered public accounting firm, in light of the scope of the work proposed to be performed and the proposed fees, and approves or rejects each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public accounting firm’s independence. At subsequent Audit Committee meetings, the Audit Committee receives updates on the services actually provided by the independent registered public accounting firm, and management may present additional services for approval. Typically, these would be services, such as due diligence for an acquisition, that were not known at the beginning of the year. The Audit Committee has delegated to the Chairperson of the Audit Committee the authority to evaluate and approve engagements on behalf of the Audit Committee in the event that a need arises for pre-approval between committee meetings. If the Chairperson so approves any such engagements, he will report that approval to the full Audit Committee at the next Audit Committee meeting. All of the services and corresponding fees described below were approved by the Audit Committee.

During the fiscal years ended December 31, 2025 and 2024, there were no (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with EisnerAmper with respect to any matter relating to accounting principles or practices, financial statement disclosures, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of EisnerAmper, would have caused it to make reference thereto in its reports on the audited consolidated financial statements of the Company for such years; or (ii) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weakness in the Company’s internal control over financial reporting in the fourth quarter of 2024 related to the Company’s royalty accrual reported in Part II, Item 9A “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Audit and Other Fees

EisnerAmper, an independent registered public accounting firm, has served as our independent accountants since April 13, 2022. Fees for services provided by EisnerAmper for the past two completed years ended December 31 were as follows:

PRINCIPAL ACCOUNTANT FEES AND SERVICES
	2025		2024
Audit Fees ⁽¹⁾	$	320,250	$	368,550
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	320,250	$	368,550

(1)	Audit fees include the audit of our consolidated financial statements.

AUDIT COMMITTEE REPORT

The following Report of the Audit Committee shall not be deemed incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent we specifically incorporate it by reference therein.

The Audit Committee has reviewed our audited financial statements for the fiscal year ended December 31, 2025 and discussed them with management and EisnerAmper, the independent registered public accounting firm that audited our financial statements for fiscal 2025. The Audit Committee has also discussed with EisnerAmper the matters required to be discussed by the SEC and the Public Company Accounting Oversight Board’s (the “PCAOB”) Auditing Standard No. 1301, “Communications with Audit Committees.” The Audit Committee also received the written disclosures and the letter from EisnerAmper required by Rule 3526 of the PCAOB, “Communications with Audit Committees Concerning Independence,” and the Audit Committee discussed with EisnerAmper the firm’s independence.

Management is responsible for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations, including the effectiveness of internal control over financial reporting. EisnerAmper was responsible for performing an independent audit of our financial statements and expressing an opinion as to their conformity with generally accepted accounting principles. EisnerAmper had full access to the Audit Committee to discuss any matters they deem appropriate.

Based on the reports and discussions described in this Proxy Statement, the Audit Committee recommended to the Board that our audited financial statements for the fiscal year ended December 31, 2025 be included in our Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.

	Submitted by the Audit Committee

	Dr. Joseph Keegan, Chairperson

	Stephen Sullivan

	Fortunato Ron Rocca

The Board Recommends a Vote “FOR” the Auditor Ratification Proposal and Proxies that are Returned will be so Voted Unless Otherwise Instructed.

GOVERNANCE OF THE COMPANY

Corporate Governance; Code of Business Conduct; Insider Trading Policy

Our Board has adopted a written Code of Business Conduct that applies to our directors, officers, employees, consultants and other representatives, as well as Guidelines on Corporate Governance applicable specifically to our Board. You can find links to these documents in the “Investors-Investor Relations-Corporate Governance-Governance Documents” section of our website page at www.interpace.com. The content contained in, or that can be accessed through, our website is not incorporated into this Proxy Statement. Disclosure regarding any amendments to, or any waivers from, a provision of our Code of Business Conduct that applies to one or more of our directors, our principal executive officer, our principal financial or our principal accounting officer will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, or posted on our website at www.interpace.com.

Our Insider Trading Policy, adopted in March 2025, expressly prohibits our, and our direct and indirect subsidiaries’, employees, directors, officers and designated contractors and consultants, who know or have access to material information regarding the Company that has not been fully disclosed to the public from: (i) trading in Company securities or engaging in transactions in securities of another company with which the Company conducts business, such as a customer, partner, distributor or supplier, if they are in possession of or otherwise aware of material information relating to such other company obtained in course of employment with, or services performed on behalf of, the Company; (ii) pledging Company securities as collateral for a loan; (iii) engaging in hedging or monetization transactions with respect to Company securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds; and (iv) trading in derivative securities related to Company securities, which includes publicly traded call and put options. Our Insider Trading Policy also provides that the Company will not effect transactions in respect of its securities, or adopt any securities repurchase plans, when it is in possession of material nonpublic information concerning the Company, other than in compliance with applicable law.

Board Leadership and Structure

The Chairman of the Board presides at all meetings of the Board. Mr. Burnell serves as the Chairman of the Board. The Board has determined that Mr. Burnell is not “independent” within the meaning of the Nasdaq Rules for U.S. Companies (the “Nasdaq Rules”) (or any successor rule or similar rule promulgated by another exchange on which the Company’s securities are then listed or designated). The Board has determined that the remaining members of the Board are independent within the meaning of the Nasdaq Rules, although the Nasdaq Rules are not applicable to companies quoted on the OTCID.

Our Board does not have a policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board or, if the roles are separate, whether the Chairman should be selected from the non-employee directors or should be an employee. The Board believes that Mr. Burnell’s dual role as both Chairman of the Board and Chief Executive Officer serves the best interests of both us and our stockholders. His combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, customers and suppliers. Mr. Burnell possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our business and is thus best positioned to develop agendas that ensure that the time and attention of the Board are focused on the most critical matters. This structure also enables our Chief Executive Officer to act as a bridge between management and the Board, helping both to act with a common purpose.

Risk Oversight by the Board

The Board and, in particular, the Audit Committee view enterprise risk management as an integral part of the Company’s planning process. The subject of risk management is a recurring agenda item. The Audit Committee evaluates enterprise risk with management and the Company’s independent registered public accountants on a regular basis and also receives updates from the Company’s internal audit consultants, and the Audit Committee in turn calls the Board’s attention to items in such reports as it deems appropriate for review by the full Board.

Additionally, the charters of certain of the Board’s committees assign oversight responsibility for particular areas of risk. For example, our Audit Committee oversees management of enterprise-wide risks, including those related to accounting, auditing and financial reporting and maintaining effective internal control over financial reporting, and for compliance with the Code of Business Conduct. Our Regulatory Compliance Committee oversees management’s efforts to adopt and implement policies and procedures that require the Company and its employees to comply with the regulatory framework of laws and regulations with respect to its operations and to be compliant with applicable operational, health, safety, quality, and regulatory requirements and best practices. Our Audit Committee and Regulatory Compliance Committee both also review and discuss with relevant management, at least annually, the implementation and effectiveness of risk management programs in the areas of cybersecurity and privacy as it relates to healthcare compliance. Our Nominating Committee oversees compliance with listing standards for independent directors, committee assignments and related party transactions and other conflicts of interest. Our Compensation Committee oversees the risk related to our compensation plans, policies and practices. All of these risks are discussed with the entire Board in the ordinary course of the chairperson’s report of committee activities at regular Board meetings.

Board Meetings and Committees

During the year ended December 31, 2025, the Board held 4 meetings and additionally acted twice by unanimous written consent, the Audit Committee held 5 meetings, the Compensation Committee held 1 meeting, the Nominating Committee held no meetings, and the Regulatory Compliance Committee held 4 meetings.

Each committee member is a non-employee director of the Company who meets the independence requirements of the Nasdaq Rules, although such rules are not applicable to OTCID quoted companies, and applicable law. Each of our directors attended at least 75% of the total number of Board meetings and committee meetings on which he or she served during 2025. We have adopted a policy encouraging our directors to attend annual meetings of stockholders. 3 of our then-current directors attended our annual stockholders’ meeting held on November 12, 2024. Our Board has four standing committees, each of which is described below.

Audit Committee

The Audit Committee is currently comprised of Dr. Keegan (Chair), Mr. Sullivan and Mr. Rocca. The primary purposes of our Audit Committee are to assist the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control, legal compliance and risk management functions of the Company, including, without limitation, assisting the Board’s oversight of: (i) the integrity of our financial statements; (ii) the effectiveness of our internal control over financial reporting; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent registered public accounting firm; (v) the selection, retention and termination of our independent registered public accounting firm; and (vi) the performance of our internal audit function and independent registered public accounting firm. The Audit Committee is also responsible for preparing the report of the Audit Committee required by the rules and regulations of the SEC for inclusion in our annual proxy statement.

Our Board has determined that each member of our Audit Committee is independent within the meaning of the Nasdaq Rules, although such rules are not applicable to OTCID quoted companies, and as required by the Audit Committee charter. Our Board has determined that the Chair of the Audit Committee, Dr. Keegan, is an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K under the Exchange Act.

Our Audit Committee charter is posted and can be viewed in the “Investors-Investor Relations-Corporate Governance-Governance Documents” section of our website at www.interpace.com.

Compensation Committee

The Compensation Committee is currently comprised of Mr. Sullivan (Chair), Dr. Aggarwal and Mr. Rocca. Each member of our Compensation Committee is “independent” within the meaning of the Nasdaq Rules, although such rules are not applicable to OTCID quoted companies, and as required by the Compensation Committee charter. The primary purposes of our Compensation Committee are: (i) to establish and maintain our executive compensation policies consistent with corporate objectives and stockholder interests; (ii) to oversee the competency and qualifications of our senior management personnel and the provisions of senior management succession planning; and (iii) to advise the Board with respect to director compensation issues. The Compensation Committee also administers our equity compensation plans. The Compensation Committee may form subcommittees for any purpose that they deem appropriate and may delegate to such subcommittees such power and authority as they deem appropriate, provided that the subcommittee consists of at least two members and provided further that the Compensation Committee must not delegate any power or authority required by any law, regulation or listing standards to be exercised by the Compensation Committee as a whole.

Our Compensation Committee charter is posted and can be viewed in the “Investors-Investor Relations-Corporate Governance-Governance Documents” section of our website at www.interpace.com.

Nominating Committee

The Nominating Committee is currently comprised of Dr. Keegan (Chair), Dr. Aggarwal and Mr. Sullivan. Each member of our Nominating Committee is “independent” within the meaning of the Nasdaq Rules, although such rules are not applicable to OTCID quoted companies, and as required by the Nominating Committee charter. The primary purposes of the Nominating Committee are: (i) to recommend to the Board the nomination of individuals who are qualified to serve as our directors and on committees of the Board; (ii) to advise the Board with respect to the composition, size, structure and procedures of the Board; (iii) to advise the Board with respect to the composition, size and membership of the Board’s committees; (iv) to advise the Board with respect to corporate governance principles applicable to the Company; (v) to develop and maintain the Company’s corporate governance guidelines; (vi) to oversee the evaluation of the Board as a whole and the evaluation of its individual members standing for re-election; and (vii) to advise the Board with respect to any other matters required by federal securities laws. The Nominating Committee also has responsibility for reviewing and approving all transactions that are “related party” transactions under SEC rules, unless the Board empowers a special committee.

The Nominating Committee does not set specific, minimum qualifications that nominees for director must meet in order for the Nominating Committee to recommend them to the Board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account our needs and the composition of the Board. Members of the Nominating Committee discuss and evaluate possible candidates in detail, and suggest individuals to explore in more depth. Once a candidate is identified whom the Nominating Committee wants to seriously consider and move toward nomination, the chairperson of the Nominating Committee enters into a discussion with that nominee candidate. Subsequently, the chairperson will discuss the qualifications of the candidate with the other members of the Nominating Committee, and the Nominating Committee will then make a final recommendation with respect to that candidate to the Board.

The Nominating Committee considers many factors when determining the eligibility of candidates for nomination as directors. The Nominating Committee does not have a diversity policy; however, its goal is to nominate candidates from a broad range of experiences and backgrounds who can contribute to the Board’s deliberations by reflecting a range of perspectives, thereby increasing its overall effectiveness. In identifying and recommending nominees for positions on the Board, the Nominating Committee places primary emphasis on: (i) a candidate’s judgment, character, expertise, skills and knowledge useful to the oversight of our business; (ii) a candidate’s business or other relevant experience; and (iii) the extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other members of the Board will build a Board that is effective, collegial and responsive to our needs.

The Nominating Committee will consider nominees recommended by stockholders, based on the same criteria described above, provided such nominations comply with the applicable provisions of our Certificate of Incorporation, Bylaws and the procedures to be followed in submitting proposals. No material changes have been implemented to the procedures by which stockholders may recommend nominees to our Board since we filed Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2025 on April 30, 2026.

In addition, in connection with the Exchange Agreement dated October 10, 2024, pursuant to which Ampersand and 1315 Capital exchanged their Series B Preferred Stock for Series C Preferred Stock, Ampersand and 1315 Capital no longer have the right to designate any directors. Previously and for so long as each of Ampersand and 1315 Capital held at least sixty percent (60%) of the Series B Preferred Stock issued to it on January 15, 2020, each was entitled to elect two directors to the Board, provided that one of the directors qualified as an “independent director” under Rule 5605(a)(2) of the listing rules of the Nasdaq Stock Market (or any successor rule or similar rule promulgated by another exchange on which the Company’s securities were then listed or designated). Ampersand and 1315 Capital had designated each of Dr. Aggarwal and Mr. Rocca, respectively, as directors of the Company, each of whom continues to serve as a director. In January 2026, all outstanding shares of Series C Preferred Stock were converted into shares of Common Stock which do not have director designation rights.

Our Nominating Committee charter is posted and can be viewed in the “Investors-Investor Relations-Corporate Governance-Governance Documents” section of our website at www.interpace.com.

Regulatory Compliance Committee

The Regulatory Compliance Committee is currently comprised of Dr. Aggarwal (Chair), Dr. Keegan and Mr. Rocca. Each member is “independent” within the meaning of the Nasdaq Rules, although such rules are not applicable to OTCID quoted companies, and as required by the Regulatory Compliance Committee charter. The primary purposes of our Regulatory Compliance Committee are to assist the Board in carrying out its oversight responsibility with respect to the regulatory framework of laws and regulations with respect to our operations, compliance with high quality, ethical and legal standards, and to be compliant with applicable operational, health, safety, quality, and regulatory requirements and best practices. Specifically, the Regulatory Compliance Committee assists the Board with respect to compliance with the operation of clinical laboratories and the provision of laboratory services and related customer billing and Medicare reimbursement.

The Regulatory Compliance Committee also reviews and discusses with relevant management the implementation and effectiveness of regulatory risk management programs in the areas of supply chain, environmental regulations, employee health and safety, privacy, cybersecurity, regulatory and political expenditures and lobbying activities.

Our Regulatory Compliance Committee charter is posted and can be viewed in the “Investors-Investor Relations-Corporate Governance-Governance Documents” section of our website at www.interpace.com.

Compensation Committee Interlocks and Insider Participation

As of December 31, 2025, the Compensation Committee was comprised of Mr. Sullivan (Chair), Dr. Aggarwal and Mr. Rocca. During 2025 and as of the date of this Proxy Statement, no member of our Compensation Committee has ever been an executive officer or employee of ours and no executive officer of ours currently serves, or has served during the last completed year, on the board of directors, compensation committee or other committee serving an equivalent function, of any other entity that has one or more officers serving as a member of our Board or Compensation Committee.

Policies on Communicating with our Board and Reporting of Concerns Regarding Regulatory, Accounting or Auditing Matters

Stockholders may contact an individual director, a committee of our Board or our Board as a group. The name of any specific intended director recipient (or recipients) should be noted in the communication. Communications may be sent to Interpace Biosciences, Inc., 2001 Route 46 Waterview Plaza, Suite 310, Parsippany, NJ 07054. Our CEO will forward such correspondence only to the intended recipients. Prior to forwarding any correspondence, however, the CEO will review the correspondence and will not forward any communications deemed to be of a commercial or frivolous nature or otherwise inappropriate for our Board’s consideration. In such cases, that correspondence may be forwarded elsewhere in the Company for review and possible response.

Any person who has a concern regarding corporate compliance matters, including accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate that concern in either of the following manners: (1) by utilizing our Whistleblower Hotline to report such concerns via a confidential telephone based reporting system administered by an external vendor, which may be reached toll-free at 1-866-238-1324; or (2) by setting forth such concerns in writing and forwarding them in a sealed envelope to the Chairperson of the Audit Committee, in care of the Company’s Corporate Secretary, at the following mailing address: Interpace Biosciences, Inc., Chair of the Audit Committee of the Board of Directors, c/o Corporate Secretary, 2001 Route 46 Waterview Plaza, Suite 310, Parsippany, NJ 07054, such envelope to be labeled with a legend such as: “Anonymous Submission of Complaint or Concern.” All such communications will be forwarded to the chairperson of our Audit Committee.

Any person who has a concern regarding regulatory compliance matters may, in a confidential or anonymous manner, communicate that concern in either of the following manners: (1) by utilizing our Whistleblower Hotline to report such concerns via a confidential telephone based reporting system administered by an external vendor, which may be reached toll-free at 1-866-238-1324; or (2) by setting forth such concerns in writing and forwarding them in a sealed envelope to the Chairperson of the Regulatory Compliance Committee, in care of the Company’s Corporate Secretary, at the following mailing address: Interpace Biosciences, Inc., Chair of the Regulatory Committee of the Board of Directors, c/o Corporate Secretary, 2001 Route 46 Waterview Plaza, Suite 310, Parsippany, NJ 07054, such envelope to be labeled with a legend such as: “Anonymous Submission of Complaint or Concern.” All such communications will be forwarded to the chairperson of our Regulatory Compliance Committee.

Hedging Policy

Our Board has not adopted a hedging policy with respect to transactions by our directors, officers and employees that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.

EXECUTIVE OFFICERS

The following table sets forth the names, ages and principal positions of our executive officers as of the date of this Proxy Statement:

Name	Age	Position
Thomas W. Burnell	64	President, Chief Executive Officer and Chairman of the Boar
Christopher McCarthy	34	Chief Financial Officer and Chief Operating Office

Mr. Burnell’s business experience is discussed above, under the heading “Director Biographies and Qualifications.” There are no arrangements or understandings between Mr. Burnell and any other persons pursuant to which he was selected as an officer. In addition, there is no family relationship between Mr. Burnell and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer that would require disclosure pursuant to Item 401(d) of Regulation S-K. There is no related party transaction as of the date hereof between Mr. Burnell and the Company that would require disclosure under Item 404(a) of Regulation S-K.

The principal occupation and business experience for at least the last five years for Mr. McCarthy as a named executive officer (“NEO”) is set forth below.

On July 24, 2023, Christopher McCarthy was appointed as the Chief Financial Officer of the Company and he was appointed as the Chief Operating Officer of the Company in December 2024. Mr. McCarthy has served as the Company’s Principal Financial Officer since April 2023. Prior to serving as the Company’s Chief Financial Officer, Mr. McCarthy served as the Company’s Vice President of Finance and Enterprise Systems from August 2022 to July 2023, Senior Director of Operations Finance from August 2020 to August 2022 and Senior Financial Analyst from June 2019 to August 2020. Prior to joining the Company, Mr. McCarthy served as a Senior Financial Systems Analyst at Simon & Schuster, Inc. from January 2016 to June 2019.

Except as described herein, Mr. McCarthy has served in no other Company positions and there is no arrangement or understanding between Mr. McCarthy and any other person pursuant to which he was selected to serve as Chief Financial Officer. Mr. McCarthy has no family relationship with any director or executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company that would require disclosure pursuant to Item 401(d) of Regulation S-K. There are no related party transactions as of the date hereof between Mr. McCarthy and the Company that would require disclosure under Item 404(a) of Regulation S-K.

INFORMATION ABOUT OUR EXECUTIVE COMPENSATION

The following table sets forth certain information concerning compensation earned by our NEOs for fiscal years 2025 and 2024.

SUMMARY COMPENSATION TABLE FOR 2025 AND 2024
Name and Principal Position	Year	Salary ($)		Non-Equity Incentive Compensation ($)⁽¹⁾		Stock Awards ($)⁽²⁾		All Other Compensation ($) ⁽⁴⁾		Total ($)
Thomas W. Burnell
CEO, President and Chairman of the Board	2025		460,625		230,312		-		17,255		708,192
	2024		456,458		230,312		-		17,022		703,792
Christopher McCarthy
CFO and COO⁽³⁾	2025		325,000		130,000		-		13,265		468,265
	2024		274,583		110,000		38,750		11,200		434,533

	⁽¹⁾	The amount set forth in this column represents the annual cash incentive bonus earned by the NEO for the applicable fiscal year performance.

	⁽²⁾	The dollar amounts set forth in this column for Mr. McCarthy represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For purposes of computing such amounts, we disregarded estimates of forfeitures related to service-based vesting conditions. For additional information regarding our valuation assumptions, please refer to Note 13 – “Stock-Based Compensation” to our consolidated financial statements included in our Annual Report on Form 10-K filed on March 30. 2026.

	⁽³⁾	Was appointed Chief Operating Officer in December 2024.

	⁽⁴⁾	For the NEOs, this column includes the following amounts:

	401(k) Company Match ($)		Term Life/Disability Insurance Payment ($)		Other ($)		Total ($)
Thomas W. Burnell		14,000		3,255		-		17,255
Christopher McCarthy		13,000		265		-		13,265

Narrative Disclosure to Summary Compensation Table

The following narrative discusses the base salaries, annual cash incentives, long-term equity incentives, and perquisites of the Company with respect to Messrs. Burnell and McCarthy.

Base Salary

Initially, each NEO’s base salary is generally set according to the NEO’s employment agreement with the Company and thereafter may be adjusted based on the NEO’s performance. Each year, the Compensation Committee reviews each NEO’s base salary level and determines whether any change to such level is necessary and adjustments may be based on factors such as new roles and/or responsibilities assumed by the NEO and the NEO’s impact on our strategic goals and financial performance.

Tom Burnell. For fiscal year 2025, Mr. Burnell’s annual base salary was at the rate of $460,625. For fiscal year 2024, Mr. Burnell’s annual base salary initially was at the rate of $435,625, until being increased on March 1, 2024 to $460,625.

Christopher McCarthy. For fiscal year 2025, Mr. McCarthy’s annual base salary was at the rate of $325,000. For fiscal year 2024, Mr. McCarthy’s annual base salary initially was at the rate of $220,000, until being increased on February 1, 2024 to the rate of $275,000, and then again on December 1, 2024 to the rate of $325,000.

Annual Cash Incentives

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

Equity Incentives

Our executives are also eligible to participate in an equity incentive program, which is currently administered under the 2019 Plan. The equity incentive component of our compensation program is used to promote alignment with stockholders. The Compensation Committee believes that stock-based compensation enhances our ability to attract and retain high quality talent, provides motivation to improve our financial performance, and increase stockholder value.

In 2024, Mr. McCarthy was granted 10,000 RSUs in February and 25,000 RSUs in July, all of which vested immediately on the date of the corresponding grant.

Perquisites

As a matter of practice, we provide only limited perquisites to NEOs, and the value of such perquisites provided during fiscal years 2025 and 2024 are set forth in footnote 4 to the Summary Compensation Table. Otherwise, NEOs are eligible for the standard benefits and programs generally available to all of our employees.

Qualified Plan

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

Employment Agreements and Severance Arrangements

Thomas W. Burnell

On December 1, 2020, the Company appointed Mr. Burnell as Chief Executive Officer and President and entered into an employment agreement with Mr. Burnell (the “Burnell Employment Agreement”). Under the Burnell Employment Agreement, Mr. Burnell is to receive an annual base salary of at least $425,000, a target annual bonus opportunity of up to 50% of such base salary, certain other benefits such as housing (although no such housing benefit has been provided to Mr. Burnell to date) and participation in the benefit plans and programs maintained by the Company.

In the event that Mr. Burnell’s employment is terminated by the Company without Cause or by Mr. Burnell for Good Reason (in each case, as defined in the Burnell Employment Agreement), then subject to, among other things, Mr. Burnell’s execution and non-revocation of a release agreement in favor of the Company, Mr. Burnell would be entitled to: (i) salary continuation payments for a period of twelve (12) months; (ii) all outstanding equity awards that were scheduled to vest during the twenty-four (24) month period following the termination date, but for the termination, would become fully vested and exercisable (including any such awards that vest in whole or in part based on the attainment of performance-vesting conditions that would be deemed achieved at the target level of the applicable award agreement); and (iii) continuation of health and welfare benefits for the salary continuation period.

Christopher McCarthy

On July 24, 2023, the Company appointed Mr. McCarthy as Chief Financial Officer and entered into an employment agreement with Mr. McCarthy (the “McCarthy Employment Agreement”). Mr. McCarthy was appointed Chief Operating Officer in December 2024. Under the McCarthy Employment Agreement, Mr. McCarthy is to receive an annual base salary of at least $220,000, a target annual bonus opportunity of up to 40% of such base salary, and participation in the benefit plans and programs maintained by the Company. Mr. McCarthy’s annual base salary was increased on February 1, 2024 to the rate of $275,000, and then again on December 1, 2024 to the rate of $325,000.

In the event that Mr. McCarthy’s employment is terminated by the Company without Cause or by Mr. McCarthy for Good Reason (in each case, as defined in the McCarthy Employment Agreement), then subject to, among other things, Mr. McCarthy’s execution and non-revocation of a release agreement in favor of the Company, Mr. McCarthy would be entitled to salary continuation payments for a period of six (6) months and the continuation of health and welfare benefits for the duration of the six (6) month period.

Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement (“Restrictive Covenants Agreement”)

Each of Messrs. McCarthy and Burnell also entered into a Restrictive Covenants Agreement with the Company that includes customary provisions regarding confidentiality and non-disclosure, customary non-competition and non-solicitation provisions that extend for up to one (1) year following termination of employment, and a customary invention assignment regarding ownership of intellectual property. The payment of any severance benefits under each executive’s employment agreement and/or severance agreement is conditioned on continued compliance with his Restrictive Covenants Agreement.

Treatment of Outstanding Equity on a Change in Control

The 2019 Plan provides that in the event of a “change in control” (as defined under the 2019 Plan), the Compensation Committee may take certain actions in its sole and absolute discretion with respect to awards granted, but there is no automatic vesting provision. The 2026 Plan provides that in the event of a Change in Control (as defined in the 2026 Plan), the Compensation Committee may, in its sole and absolute discretion and on a participant-by-participant basis: (i) cause any or all outstanding awards to become vested and immediately exercisable (as applicable), in whole or in part; (ii) cause any outstanding option or stock appreciation right to become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that option or stock appreciation right upon closing of the Change in Control; (iii) cancel any unvested award or unvested portion thereof, with or without consideration; (iv) cancel any award in exchange for a substitute award; (v) redeem any restricted stock or RSU for cash and/or other substitute consideration with value equal to the fair market value of an unrestricted share on the date of the Change in Control; (vi) cancel any Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal to: (A) the number of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the date of the Change in Control and the exercise price of that Option or the base price of the Stock Appreciation Right; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the exercise price of any such Option or the base price of any such Stock Appreciation Right, the Committee may cancel that Option or Stock Appreciation Right without any payment of consideration therefor; (vii) take such other action as the Compensation Committee shall determine to be reasonable under the circumstances; and/or (viii) in the case of any award subject to Section 409A of the Code, such award shall vest and be distributed only in accordance with the terms of the applicable award agreement and the Compensation Committee shall only be permitted to use discretion to the extent that such discretion would be permitted under Section 409A of the Code.

Compensation Features Intended to Prevent Excessive Risk Taking

The Compensation Committee reviews our compensation policies and practices for all employees, including executive officers, and believes that such compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. In particular, the Compensation Committee believes that the following factors help mitigate against any such risks: (a) annual cash incentive compensation and long-term equity incentive compensation entitlements are based on a mix of our overall performance, business unit performance and individual performance; (b) the annual cash incentive compensation plan has no minimum funding levels, such that employees will not receive any rewards if satisfactory financial performance is not achieved by us; and (c) base salaries are consistent with employees’ responsibilities and general market practices so that they are not motivated to take excessive risks to achieve a reasonable level of financial security.

Outstanding Equity Awards as of December 31, 2025

The following table provides information concerning the number and value of unexercised stock options and RSUs for the NEOs outstanding as of the fiscal year ended December 31, 2025:

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
Option Awards						Equity Incentive Plan Awards		Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Performance RSUs that have not Vested (#)		Number of Shares/RSUs that have not Vested (#)	Market Value of Shares/RSUs that have not Vested ($)(1)
Thomas W. Burnell	-		-	-		125,000	⁽²⁾	-	153,750
Christopher McCarthy	2,500	⁽³⁾	-	6.00	3/10/2031	-		-	-

	(1)	The market value is based on the closing price of $1.23 per share on December 31, 2025, the last day of trading in 2025.
	(2)	Consists of 125,000 performance based RSUs which will be eligible to vest on the day immediately following a 30-calendar day period in which, for each trading day of such period, a share of Common Stock has a closing per share price of at least $11.34. Mr. Burnell has agreed to cancellation of such RSUs irrespective of the outcome of the shareholder vote on Proposal 3.
	(3)	Consists of 2,500 fully vested stock options.

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.

Year	Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid toPEO⁽²⁾		Total for Non-PEO NEOs⁽³⁾		Paid to Non-PEO NEOs⁽⁴⁾		Total Shareholder Return⁽⁶⁾		Net Income (millions)⁽⁷⁾		Adjusted EBITDA (millions)⁽⁸⁾
	Summary				Average Summary Compensation Table		Average Compensation Actually		Value of Initial Fixed $100 Investment Based On⁽⁵⁾:
Year	Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid toPEO⁽²⁾		Total for Non-PEO NEOs⁽³⁾		Paid to Non-PEO NEOs⁽⁴⁾		Total Shareholder Return⁽⁶⁾		Net Income (millions)⁽⁷⁾		Adjusted EBITDA (millions)⁽⁸⁾
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)
2025	$	708,192	$	708,192		468,265	$	468,265	$	118	$	24.6	$	5.4
2024	$	703,792	$	703,792		434,533	$	473,283	$	260	$	6.7	$	8.7
2023	$	678,407	$	608,074		332,038	$	343,862	$	104	$	2.0	$	5.6

(1)	The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Burnell (our President, Chief Executive Officer and Chairman of the Board) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Information About Our Executive Compensation.”

(2)	The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Burnell, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Burnell during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Burnell’s total compensation for each year to determine the compensation actually paid which is reported above:
(3)	The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding Mr. Burnell, who has served as our President, Chief Executive Officer and Chairman of the Board) in the “Total” column of the Summary Compensation Table in each applicable year. Chris McCarthy, Chief Financial Officer, was the only non-PEO NEO included for purposes of calculating the average amounts in each applicable year.

(4)	The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Burnell), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Burnell) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Burnell) for each year to determine the compensation actually paid, using the same methodology described above in Note 3:

(5)	The TSR figures, assuming a $100 investment on January 1, 2023, would be as follows: 2023 – $104; 2024 – $260; 2025 – $118.

(6)	Cumulative TSR is calculated by taking the difference between the Company’s share price at the end and the beginning of the applicable measurement period by the Company’s share price at the beginning of the applicable measurement period.

(7)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(8)	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 expenses including change in fair value of notes payable. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to company performance. Adjusted EBITDA is a non-generally accepted accounting principles financial measure. The tables below show the Company’s Adjusted EBITDA reconciled to the comparable GAAP financial metric included in this Proxy Statement.

SEC Form PRE 14A filed by Interpace Biosciences, Inc.