true FY 0001054102

 0001054102

 2023-01-01
 2023-12-31

 0001054102

 2023-06-30

 0001054102

 2024-04-15

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 Amendment
No. 1

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____________to_________________

 Commission
file Number: 000-24249

 Interpace
Biosciences, Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 22-2919486

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Waterview
Plaza, Suite 310

 2001
Route 46, Parsippany, NJ 07054

 (Address
of principal executive offices and zip code)

 (855) 776-6419

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 N/A

 N/A

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the registrant's common stock, $0.01 par value per share, held by non-affiliates of the registrant on
June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, was $ 3,785,811 (based on
the closing sales price of the registrant's common stock on that date). Shares of the registrant's common stock held by each
officer and director and each person who owns 10% or more of the outstanding common stock of the registrant have been excluded because
such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for
other purposes.

 As
of April 15, 2024, 4,376,398 shares of the registrant's common stock, $0.01 par value per share, were issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Audit
 Firm ID

 Auditor
 Name

 Auditor
 Location

 EisnerAmper,
 LLP

 Philadelphia,
 Pennsylvania

 EXPLANATORY
NOTE

 Interpace
Biosciences, Inc. ("Interpace," the "Company," "we", "us" or "our") is filing
this Amendment No. 1 to Form 10-K (this "Amendment") to amend its Annual Report on Form 10-K for the fiscal year ended December
31, 2023, which was originally filed with the Securities and Exchange Commission (the "SEC") on April 1, 2024 (the "Original
Filing").

 We
are filing this Amendment solely for the purpose of including in Part III the information that was to be incorporated by reference from
the Company's definitive proxy statement for its 2024 Annual Meeting of Stockholders because the Company's definitive proxy
statement will not be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2023. This
Amendment amends and restates in its entirety Items 10, 11, 12, 13 and 14 of Part III and amends and restates in its entirety Part IV
of the Original Filing to include the prior exhibits and additional certifications required of the principal executive officer and principal
financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Amendment,
we are not including new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 Except
as described above, no other changes have been made to the Original Filing and the Original Filing continues to speak as of the date
of the Original Filing. Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the
Original Filing or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments
discussed above. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company's other filings
with the SEC.

 TABLE
OF CONTENTS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Board
of Directors

 The
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, Messrs. Aggarwal and Sullivan, will expire
at the 2025 annual meeting, and the term of our Class III directors, Messrs. Burnell and Keegan, will expire at the 2026 Annual Meeting.
The terms of our Class II director, Mr. Rocca, will expire at the 2024 annual meeting.

 NAME

 CLASS

 AGE

 PRINCIPAL
 OCCUPATION OR EMPLOYMENT

 Vijay
 Aggarwal

 I

 CEO
 of Phase Forward Technologies

 W. Burnell

 III

 President,
 Chief Executive Officer and Chairman of the Board of Interpace Biosciences, Inc.

 Joseph
 Keegan, Ph. D.

 III

 Independent
 Investor

 Fortunato
 Ron Rocca

 II

 President
 and Chief Executive Officer of Mindera Health

 Stephen
 J. Sullivan

 I

 Founder,
 CRO Advisors LLC

 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. 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 and Ampersand Designee. Dr. Vijay Aggarwal was designated as a director by Ampersand 2018 Limited Partnership,
a fund managed by Ampersand Capital Partners (" Ampersand "), as a holder of the Company's Series B Preferred
Stock, and thereby appointed and elected as a director effective February 1, 2022, replacing Eric B. Lev as designee of Ampersand. Dr.
Aggarwal serves as Chair of the Board's Compliance and Regulatory Committee (" Regulatory Compliance Committee ")
which was formerly part of the Company's Audit Committee and was formed in January 2020 and as a member of the Board's Nominating
Committee. Currently CEO of Phase Forward Technologies, and formerly a Managing Partner of The Channel Group, Dr. Aggarwal provides strategic
advisory and capital formation services to companies with operations or investments in the clinical diagnostics, molecular diagnostic,
and anatomic pathology sectors. He is also an active investor in early-stage medical technology companies. Prior to The Channel Group,
he served as CEO of Vaxigenix, a pharmaceutical company developing vaccine treatments for colorectal cancer. From 2004-2009, Dr. Aggarwal
was President and CEO of Aureon Laboratories, Inc., a predictive pathology company offering advanced tissue analysis services to practicing
physicians and the pharmaceutical industry. From 2001 to 2004, he served as President of AAI Development Services, Inc., a global contract
research and development services company serving the pharmaceutical and biotech industries. In 1999, following the acquisition of SmithKline
Beecham Clinical Laboratories by Quest Diagnostics, Dr. Aggarwal led the team that planned the integration of the two companies and served
on the Chairman's Council. In addition, he served as President of Quest Diagnostic Ventures, where his responsibilities included
new technology, new business models, clinical trials testing, and direct–to-consumer strategies.

 Dr.
Aggarwal spent 14 years with SmithKline Beecham Clinical Laboratories (" SBCL "), the clinical laboratory operations
of SmithKline Beecham plc. During his tenure with the company, he held many positions, including Director of Business Development, Executive
Vice President of Laboratories, having direct responsibility for all of SBCL's U.S.-based laboratories, and as Vice President of
Managed Care, responsible for third party reimbursement.

 Early
in his career, Dr. Aggarwal spent 8 years at Bio Science Laboratories, finishing his time with the company as Manager of Toxicology and
Special Chemistry. He currently holds Board positions at Accugenomics, Allergenis, Moleculera and Slone Partners. Previous Board positions
include Hycor Biomedical, Targeted Diagnostics and Therapeutics and ViraCor IBT Laboratories. He earned a BA in Chemistry from Case Western
Reserve University and a Ph. D. in Pharmacology/Toxicology from the Medical College of Virginia.

 Dr.
Aggarwal brings extensive leadership in clinical diagnostic services as well as institutional and individual investment experience.

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 served as Chairman of the Board of Cardiovascular Clinic
of Nebraska since October 2018 and has served as a member of the board of directors of miraDry, Inc. since January 2024. From October
15, 2019 until November 30, 2020, he served as President and Chief Executive Officer of Cardiovascular Clinic of Nebraska LLC, a medical
treatment facility focused on diagnosis and treatment of cardiac and vascular disorders, and 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, a private equity firm and the manager of a private
equity fund that is a major stockholder of the Company, where he represented Ampersand's 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 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.

 In
addition, from September 2005 until August 2010, Mr. Burnell served as President and Chief Executive Officer of Nebraska Heart Institute
Heart Hospital, a hospital which was acquired during his tenure by Catholic Health Initiatives. From February 2001 until August 2005,
he was President and Chief Executive Officer of Eurofins, a U.S. wholly owned subsidiary of Eurofins Scientific Group, a publicly held
international laboratory company (" Eurofins Group "). From September 2000 until June 2002, he was President and Chief
Executive Officer of GenomicFX, Inc., a leader in livestock and aquaculture genomics. From June 1989 until July 2000, Mr. Burnell held
various senior management positions at ContiGroup Companies, Inc., a global agriculture, food and nutrition company. 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 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
Chairman of our Audit Committee and our Nominating Committee. Dr. Keegan has more than 30 years of experience in life science businesses.
From 2007 to 2012, when it was sold to Pall Corporation, Dr. Keegan was chief executive officer at ForteBio, Inc., a life science tool
company, where he helped to lead a financing round and established product development and sales strategies for that company. From 1998
to 2007, Dr. Keegan was chief executive officer at Molecular Devices Corporation (NASDAQ: MDCC), a provider of bioanalytical measurement
systems, software and consumables, where Dr. Keegan helped grow the company both internally and through acquisitions. From 1992 to 1998,
Dr. Keegan worked at Becton Dickinson and Company, a medical technology company that manufactures and sells medical devices and instrument
systems, where he served as President of Worldwide Tissue Culture and Vice President, General Manager of Worldwide Flow Cytometry. From
1988 to 1992, Dr. Keegan was Vice President of the Microscopy and Scientific Instruments Division of Leica, Inc., a life science tool
and semiconductor equipment provider. He currently serves on the boards of directors as the chairman of the board for the following privately
held companies: Halo Labs (formerly known as Optofluidics, Inc.), Carterra (formerly known as Wasatch Microfluidics, Inc.), and Fluidic
Analytics and currently serves on the board of directors of Nuclera Nucleics. In April 2017, he joined the board of ArrayJet Ltd., a
privately held Scottish company and is currently chairman of the board. During 2022, Dr. Keegan joined the board of Hayward, CA based
Biolog, Inc. Dr. Keegan is a member of the board of directors of Bio-Techne Corporation (NASDAQ: TECH), a publicly held biotech company.
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 serve as a director.

 Fortunato
Ron Rocca, Class II Director and 1315 Capital Designee. 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 ") as a holder of Series B Preferred Stock.
Mr. Rocca was concurrently appointed to the Audit and Compensation Committees. Mr. Rocca has served as the President and Chief
Executive Officer of Mindera Health since May 2023 and he currently serves on the board of Circular Genomics. 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.
From 2005 to October 2011, Mr. Rocca served as Vice President, Sales and Marketing, and as General Manager at Prometheus, a
specialty pharmaceutical and diagnostic company which was acquired by Nestl SA in 2011, where he was responsible for leading
the commercial organization, strategic planning and implementation of projects designed to maximize brand sales. Prior to joining
Prometheus, Mr. Rocca served as the General Manager of Alpharma Inc., a specialty pharmaceutical company. Earlier in his career, Mr.
Rocca served in senior sales and marketing management positions for Elan Pharmaceuticals, Inc., a neuroscience-focused biotechnology
company and Janssen Pharmaceuticals, Inc., a pharmaceutical subsidiary of Johnson & Johnson. 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, contributed to our board of directors'
conclusion that he should serve as a director of our Company.

 Mr.
Rocca brings to the Board extensive experience as an officer at public companies developing healthcare tests.

 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 Chairman of various committees of the Board. Mr. Sullivan currently serves
as Chairman of the Compensation Committee and a member of the Audit and Nominating Committees. In early 2010, Mr. Sullivan founded CRO
Advisors LLC, a specialty consulting firm he continues to head. Previously, Mr. Sullivan was the president and chief executive officer
and a member of the board of directors of Harlan Laboratories, Inc. (" Harlan ") (acquired by Huntingdon Life Sciences
Inc.), a privately held global provider of preclinical research tools and services, from February 2006 through January 2010, when he
retired from that position. Prior to joining Harlan in 2006, Mr. Sullivan was a senior vice president of Covance, Inc. (" Covance ")
and the president of Covance Central Laboratories, Inc., a major division of Covance. Prior to joining Covance, Mr. Sullivan was chairman
and chief executive officer of Xenometrix, Inc. (" Xenometrix "), a biotechnology company with proprietary gene expression
technology. He assisted with the merger of Xenometrix with Discovery Partners International. Prior to Xenometrix, Mr. Sullivan was vice
president and general manager of a global diagnostic sector of Abbott Laboratories.

 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 of 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. From May 2015 until May 2021, Mr. Sullivan has been chairman of the board of Analytical Lab Group
(formerly known as Microbiology Research Associates), a privately held microbiology services company. In May of 2020, Analytical Lab
group was sold to Element, a UK company, at which time Mr. Sullivan resigned as Chairman and left the board.

 Mr.
Sullivan graduated from the University of Dayton, was a commissioned officer in the Marine Corps, and completed his M.B.A. in Marketing
and Finance at Rutgers University. 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 serve as a director of the Company.

 Executive
Officers

 The
following table sets forth the names, ages and principal position of our executive officers as of the date of this Amendment:

 Name

 Age

 Position

 W. Burnell

 President,
 Chief Executive Officer and Chairman of the Board of Directors

 Christopher
 McCarthy

 Chief
 Financial Officer

W. Burnell. The principal occupation and business experience for at least the last five years for Mr. Burnell is discussed in this
Amendment under the heading "Board of Directors" in this Item 10.

 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.

 Christopher
McCarthy. Christopher McCarthy has served as the Company's Vice President of Finance and Enterprise Systems since August 2022,
and was appointed Principal Financial Officer in April 2023 and Chief Financial Officer in July 2023. Prior to serving as the Company's
Vice President of Finance and Enterprise Systems, Mr. McCarthy served as the Company's Senior Director of Operations Finance from
August 2020 to August 2022 and the Company's 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 above, 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 Principal 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. 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.

 Governance
of the Company

 Corporate
Governance and Code of Business Conduct

 Our
Board has adopted a written Code of Business Conduct that applies to our directors, officers, and employees, as well as Guidelines on
Corporate Governance applicable specifically to our Board. You can find links to these documents in the "Investors-Corporate Governance"
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 Amendment. 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
(www.interpace.com). Our common stock is quoted on the OTCQX, which is operated by OTC Markets Group, Inc. ("OTC Markets").

 Audit
Committee

 The
Audit Committee is currently comprised of Dr. Keegan (Chairperson), 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 rules of OTC Markets and as required
by the Audit Committee charter. Our Board has determined that the chairperson 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 Securities Exchange Act of 1934,
as amended (the "Exchange Act").

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

 Compensation
Committee

 The
Compensation Committee is currently comprised of Mr. Sullivan (Chairperson) and Mr. Rocca. Each member of our Compensation Committee
is "independent" within the meaning of the OTCQX Rules 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; and (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" section of our website at www.interpace.com.

 Nominating
Committee

 The
Nominating Committee is currently comprised of Dr. Keegan (Chairperson), Mr. Aggarwal and Mr. Sullivan. Each member of our Nominating
Committee is "independent" within the meaning of the OTCQX Rules 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.

 In
addition, for so long as each of Ampersand and 1315 Capital holds at least sixty percent (60%) of the Series B Preferred Stock issued
to it on January 15, 2020, such Series B Investor will be entitled to elect two directors to the Board, provided that one of the directors
qualifies 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 are then listed or designated).

 Our
Nominating Committee charter is posted and can be viewed in the "Investors" section of our website at www.interpace.com.

 Regulatory
Compliance Committee

 The
Regulatory Compliance Committee is currently comprised of Mr. Aggarwal, who also serves as the Committee's Chairperson. Mr. Aggarwal
is "independent" within the meaning of the OTCQX Rules 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 was formerly
part of the Company's Audit Committee and was formed in January 2020.

 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 "Investor Relations" section of our website at
 www.interpace.com.

 Involvement
in Certain Legal Proceedings

 To
the best of our knowledge, none of our directors or executive officers has been involved in any material legal proceeding during the
past ten years.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent (10%) of our common
stock, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than ten percent
(10%) stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

 To
the best of our knowledge, based solely on our review of the copies of such forms furnished to us, or written representations that no
other forms were required, we believe that all Section 16(a) filing requirements applicable to our executive officers, directors and
greater than ten percent (10%) stockholders were complied with during the fiscal year ended December 31, 2023.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 This
section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary
to understand the information disclosed in the summary compensation table below.

 For
the year ended December 31, 2023, our named executive officers ("NEOs") were the following individuals:

Thomas W. Burnell, Chief Executive Officer

Christopher McCarthy, Chief Financial Officer

Thomas Freeburg, Former Chief Financial Officer

 Summary
Compensat i on Table

 The
following table sets forth certain information concerning compensation earned by our NEOs for fiscal years 2023 and
2022.

 SUMMARY COMPENSATION TABLE FOR 2023 AND 2022

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($) (1)

 Stock Awards ($) (2)

 All
Other Compen-sation

 ($) (3)

 Total ($)

 Thomas W. Burnell

 2023

 435,625

 226,525

 -

 16,257

 678,407

 CEO

 2022

 433,854

 185,000

 -

 15,315

 634,169

 Christopher McCarthy

 CFO

 2023

 207,083

 91,520

 25,000

 8,435

 332,038

 Thomas Freeburg (4)

 2023

 -

 -

 -

 60,938

 60,938

 CFO

 2022

 190,417

 -

 -

 159,008

 349,425

 (1)

 The
 amount set forth in this column represents the annual cash incentive bonus earned by the NEO for the applicable fiscal year
 performance. These annual cash incentive bonuses were paid in February 2024.

 (2)

 The
 dollar amounts set forth in this column for Mr. McCarthy represents 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 15 – "Stock-Based Compensation"
 to our consolidated financial statements included in our Original Filing.

 (3)

 For
 the NEOs, this column includes the following amounts:

 401(k)

 Company

 Match ($)

 Term

 Life/Disability

 Insurance

 Payment ($)

 Other ($) (1)

 Total ($)

 Thomas Burnell

 13,200

 3,057

 16,257

 Christopher McCarthy

 8,283

 8,435

 Thomas Freeburg

 -

 -

 60,938

 60,938

 (1)

 The
 amounts set forth in this column for Mr. Freeburg represent the consulting fees he earned for providing services to us.

 (4)

 Mr.
 Freeburg no longer served as Chief Financial Officer effective September 30, 2022.

 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, McCarthy and Freeburg.

 Base
Salaries

 Initially,
each NEO's base salary is generally set according to the NEO's 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 changes 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 2023, Mr. Burnell's annual base salary remained at the rate of $435,625, unchanged from the rate in
effect for fiscal year 2022.

 Christopher
McCarthy. For fiscal year 2023, Mr. McCarthy's annual base salary initially was at the rate of $185,000, until being increased
on February 1, 2023 to the rate of $200,000, and then again on July 24, 2023 to the rate of $220,000, in connection with his appointment
as Chief Financial Officer on July 24, 2023.

Freeburg. For fiscal year 2022, Mr. Freeburg's base salary was $255,000.

 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 Equity Incentive
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.

 Upon
appointment as Chief Financial Officer, Mr. McCarthy was granted 25,000 restricted stock units ("RSUs"), of which 12,500
vested immediately on the date of grant and12,500 vested on the six-month anniversary of the date
of grant.

 Perquisites

 As
a matter of practice, we provide only limited perquisites to NEOs, and the value of such perquisites provided during fiscal year 2023
are set forth in footnote 2 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

 Tom
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, and 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 (a)
six (6) months, if such termination of employment occurs on or after the first anniversary of employment but prior to the second anniversary
of employment, or (b) twelve (12) months, if such termination of employment occurs on or after the second anniversary of employment;
provided, however, that there will be no salary continuation payments in the event such termination of employment occurs prior to the
first anniversary of employment; (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 applicable 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 "). 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.

 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.

Freeburg

 On
September 30, 2022, Mr. Freeburg resigned from his position as Chief Financial Officer and as an employee of the Company. In connection
with his resignation the Company entered into a severance and consulting agreement, (the "Consulting Agreement"). Pursuant
to the Consulting Agreement, the Company agreed to provide Mr. Freeburg with the following payments and benefits: (i) a cash amount equal
to $127,500 payable in semi-monthly installments over a six-month period, (ii) payment for the cost of COBRA premiums for six months,
and (iii) the accelerated vesting of all outstanding equity grants on September 30, 2022. Mr. Freeburg consulted and remained the Company's
principal financial officer through March 31, 2023. Mr. Freeburg earned approximately $61,000 for consulting in 2023.

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

 Each
of Messrs. McCarthy, Burnell and Freeburg 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 Equity Incentive Plan provides that in the event of a change in control, 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.

 Outstanding
Equity Awards as of December 31, 2023

 The
following table provides information concerning the number and value of unexercised stock options and RSUs for the named executive officers
outstanding as of the year ended December 31, 2023:

 OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

 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)

 -

 135,000

 Christopher McCarthy

 1,666

 (3)

 6.00

 3/10/2031

 -

 -

 -

 -

 -

 -

 -

 12,500
 (4)

 13,500

 -

 -

 -

 -

 1,668
 (5)

 1,801

 (1)

 The
 market value is based on the closing price of $1.08 per share on December 29, 2023, the last day of trading in 2023.

 (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.

 (3)

 Consists of stock options that vested on March 10, 2024, subject to Mr. McCarthy's continued employment.

 (4)

 Consists of 12,500 RSUs that vested on January 31, 2024, subject to Mr. McCarthy's continued employment through the vesting date.

 (5)

 Consists of 1,668 RSUs that will vest on December 1, 2024, subject to Mr. McCarthy's continued employment through the vesting date.

 Director
Compensation for 2023

 The
following table presents information relating to total compensation for our non-employee directors for fiscal year 2023. Mr. Burnell,
our Chief Executive Officer, does not receive compensation for his services on the Board. Information regarding the compensation of Mr.
Burnell can be found above, under the heading "Narrative Disclosure to Summary Compensation Table".

 DIRECTOR COMPENSATION IN 2023

 Name

 Fees earned

 or paid in

 cash ($)

 Option

 awards ($) (1)

 Total ($)

 Vijay Aggarwal

 50,000

 -

 50,000

 Edward Chan (2)

 35,000

 -

 35,000

 Robert Gorman (3)

 158,913

 -

 158,913

 Joseph Keegan

 50,000

 -

 50,000

 Fortunato Ron Rocca

 40,000

 -

 40,000

 Stephen J. Sullivan (4)

 62,500

 -

 62,500

 (1)

 The
 aggregate number of option awards held by the non-employee directors as of December 31, 2023 are as follows: Mr. Aggarwal –
 28,000; Mr. Chan – 0; Mr. Gorman -168,000; Dr. Keegan – 32,920; Mr. Rocca – 28,000; and Mr. Sullivan – 33,820.

 (2)

 Mr.
 Chan's director compensation is payable to 1315 Capital. Mr. Chan resigned from the Board on November 15, 2023.

 (3)

 Mr.
 Gorman resigned from the Board on December 7, 2023.

 (4)

 Mr.
 Sullivan's fees include $12,500 for his work on a special committee.

 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. As noted above for Mr. Burnell, directors who also serve as employees of the
Company do not receive payment for services as directors. The current compensation program for non-employee directors has been in effect
since April 29, 2020, when it was approved by Board resolution, and is described further below.

 Cash
Compensation Policy

 In
2023, each of our non-employee directors received an annual director's fee of $40,000, payable quarterly in arrears. Additionally,
any non-employee director (except Mr. Gorman as Chairman) serving as Chairperson of a Board Committee received an annual fee of $10,000
(regardless of the number of Committees chaired.) For his roles as a director and Chairman of the Board, Mr. Gorman received a total
prorated annual fee of $158,913.

 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 receives 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 Aon Radford compensation consultants from
time to time.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table shows, as of April 15, 2024, the number of shares of our Common Stock beneficially owned by: (i) each stockholder who
is known by us to own beneficially in excess of 5% of our outstanding Common Stock; (ii) each of our current directors; (iii) each of
our current named executive officers, and (iv) all current directors and executive officers as a group.

 Except
as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of Common Stock owned
by them and all information with respect to beneficial ownership has been furnished to us by the respective stockholder. Except as otherwise
indicated, the address of the persons listed below is c/o Interpace Biosciences, Inc., Waterview Plaza, Suite 310, 2001 Route 46, Parsippany,
New Jersey 07054. The percentage of beneficial ownership is based on 4,376,398 shares of Common Stock outstanding on April 15, 2024.

 Name of Beneficial Owner

 Number of Shares
 Beneficially Owned (1)

 Percent of Shares
Outstanding

 5% Holders:

 Ampersand 2018 Limited Partnership (2)

 4,666,666
 (3)

 51.9%

 (19)

 1315 Capital II, L.P. (4)

 3,166,666
 (5)

 42.3%

 (20)

 Peter H. Kamin (6)

 781,956
 (7)

 17.9
 %

 Douglas M. Singer (8)

 250,000
 (9)

 5.7
 %

 Executive officers and directors:

 Thomas W. Burnell (10)(13)

 81,737
 (13)

 1.9
 %

 Christopher McCarthy (11)

 33,068
 (14)

 *

 Thomas Freeburg (21)

 -

 -

 Vijay Aggarwal (12)

 18,666
 (15)

 *

 Joseph Keegan (12)

 34,677
 (16)

 *

 Fortunato Ron Rocca (12)

 28,000
 (17)

 *

 Stephen J. Sullivan (12)

 36,279
 (18)

 *

 as a group (6 persons)

 232,427
 (14)(15)(16)(17)(18)

 5.2
 %

 *

 Represents
 beneficial ownership of less than 1% of our outstanding Common Stock

 (1)

 Beneficial
 ownership and percentage ownership are determined in accordance with the rules and regulations of the SEC and include voting or investment
 power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.
 In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we include shares underlying
 common stock derivatives, such as stock options and RSUs that a person has the right to acquire within 60 days of April 15, 2024.
 Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

 (2)

 The
 reported address of Ampersand is 55 William Street, Suite 240, Wellesley, MA 02481.

 (3)

 This
 information is based solely on an amended Schedule 13D/A filed with the SEC on November 12, 2021 by Ampersand. Ampersand reported
 shared voting power and shared dispositive power of 4,666,666 shares of common stock underlying 28,000 shares of Series B Preferred
 Stock. Series B Preferred Stock is convertible into shares of common stock at any time and from time to time, at the option of holders.
 The Series B Preferred Stock is convertible into shares of common stock pursuant to the terms of the Certificate of Designation of
 Series B Preferred Stock.

 (4)

 The
 reported address of 1315 Capital is 2929 Walnut Street, Suite 1240, Philadelphia, PA 19104.

 (5)

 This
 information is based solely on an amended Schedule 13D/A filed with the SEC on November 11, 2021 by 1315 Capital. 1315 Capital reported
 shared voting power and shared dispositive power of 3,166,666 shares of common stock underlying 19,000 shares of Series B Preferred
 Stock. Series B Preferred Stock is convertible into shares of common stock at any time and from time to time, at the option of holders.
 The Series B Preferred Stock is convertible into shares of common stock pursuant to the terms of the Certificate of Designation of
 Series B Preferred Stock.

 (6)

 The
 reported address of Mr. Kamin is 2720 Donald Ross Road, #311, Palm Beach Gardens, FL 33410.

 (7)

 234,805 shares of common stock held by the Peter H. Kamin Revocable Trust dated February 2003, of which Peter H. Kamin is the sole
 trustee, 133,186 shares of common stock held by the Peter H. Kamin Childrens Trust dated March 1997 of which Mr. Kamin is the trustee,
 44,670 shares of common stock held by 3K Limited Partnership, of which Mr. Kamin is the General Partner and 99,187 shares of common
 stock held by the Peter H. Kamin Family Foundation of which Mr. Kamin is the trustee. This information is based solely on a Schedule
 13D/A filed with the SEC on February 1, 2022 by Mr. Kamin. Mr. Kamin reported sole voting power and sole dispositive power of 781,956
 shares of common stock.

 (8)

 The
 reported address of Mr. Singer is 9600 North 96 th Street, Unit 241, Scottsdale, AZ 85258

 (9)

 250,000 shares of common stock held by Mr. Singer. This information is based solely on a Schedule 13G/A filed with the SEC on February
 12, 2024 by Mr. Singer. Mr. Singer reported sole voting power and sole dispositive power of 250,000 shares of common stock.

 (10)

 Currently
 serves as our President and Chief Executive Officer and as a Chairman of the Board.

 (11)

 Currently
 serves as our Chief Financial Officer.

 (12)

 Currently
 serves as a member of the Board.

 (13)

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

 (14)

 2,500 shares issuable pursuant to stock options exercisable within 60 days of April 15, 2024.

 (15)

 18,666 shares issuable pursuant to stock options exercisable within 60 days of April 15, 2024.

 (16)

 32,920 shares issuable pursuant to stock options exercisable within 60 days of April 15, 2024.

 (17)

 28,000 shares issuable pursuant to stock options exercisable within 60 days of April 15, 2024.

 (18)

 33,820 shares issuable pursuant to stock options exercisable within 60 days of April 15, 2024.

 (19)

 Ampersand's
 ownership would be 38.2%, assuming the conversion of all 47,000 outstanding shares of Series B into an aggregate of 7,833,332 shares
 of common stock.

 (20)

 1315
 Capital's ownership would be 25.9% assuming the conversion of all 47,000 outstanding shares of Series B into an aggregate of
 7,833,332 shares of common stock.

 (21)

 Former
 Principal Financial Officer

 *
Represents less than 1% of shares of common stock outstanding.

 Equity
Compensation Plan Information

 The
table below sets forth certain information with respect to all of our equity compensation plans as of December 31, 2023, and does not
reflect grants, awards, exercises, terminations or expirations since that date.

 Equity
Compensation Plan Information

 Year
Ended December 31, 2023

 Plan Category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

 Weighted-average exercise price of outstanding options, warrants and rights (b)

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

 Equity compensation plan approved by security holders (2019 Equity Compensation Plan and Restated 2004 Stock Award and Incentive Plan)

 692,688

 $
 6.52

 1,677,248

 Equity compensation plan not approved by security holders

 -

 -

 -

 Total

 692,688

 $
 6.52

 1,677,248

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Certain
Relationships and Related Transactions

 We
are required to disclose transactions since January 1, 2022, to which we have been a party, in which the amount involved in the transaction
exceeds $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our
capital stock or an affiliate or immediate family member thereof had or will have a direct or indirect material interest, other than
employment, compensation, termination and change in control arrangements with our named executive officers.

 On
August 31, 2022, the Company and its subsidiary, Interpace Pharma Solutions, Inc. (" IPS "), entered into an Asset Purchase
Agreement (the " Purchase Agreement ") with Flagship Biosciences, Inc. (" Flagship ") pursuant to which
Flagship agreed to (i) acquire substantially all of the assets of IPS used in IPS's business and (ii) assume and pay certain liabilities
related to the purchased assets as set forth in the Purchase Agreement (collectively, the " Asset Sale "). The Asset
Sale closed on August 31, 2022. As consideration for the Asset Sale, under the Purchase Agreement, the
Company received a total purchase price of approximately $6.2 million after working capital and other adjustments, subject to the assumption
by Flagship of certain specified liabilities. In addition, the Company received an earnout payment of approximately $1.0 million in September
2022. An affiliate of Ampersand Management LLC and an affiliate of BroadOak
Capital Partners have each provided equity financing to Flagship, collectively own a majority of Flagship's outstanding equity
securities and are represented on its Board of Directors. The affiliate of Ampersand Management LLC also owns 28,000 shares of the Company's
Series B Preferred Stock, convertible into 4,666,666 shares of the Company's common stock, par value $0.01 per share, pursuant
to that certain Securities Purchase and Exchange Agreement dated January 10, 2020. The affiliate of Ampersand Management LLC has designated
two directors to the Company's Board of Directors, Robert Gorman, who has since resigned, and Vijay Aggarwal. In addition, an affiliate of BroadOak Capital
Partners provided the Company a term loan in the aggregate principal amount of $8,000,000 pursuant to that certain Loan and Security
Agreement dated October 29, 2021 and a Convertible Note which converted into a term loan advance in the aggregate amount of $2,000,000.
The total purchase price for the Asset Sale was determined following a sales process conducted by the Company and its advisors and an
arms length negotiation between Flagship and the Company. The purchase price was based on a market consistent multiple of anticipated
revenue for a non-profitable, cash-negative business. The Asset Sale was approved by a majority of the disinterested directors of the
Company.

 Director
Independence

 The
Board determined that each of the members of the current Board, except Mr. Burnell, are independent directors within the meaning of the
applicable rules and regulations of the SEC and OTC Markets.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 EisnerAmper
LLP ("EisnerAmper"), an independent registered public accounting firm, has served as our indpenednt accountants since April
13, 2022. Prior to April 13, 2022, BDO USA LLP ("BDO") had served as our independent accountants. Fees for services provided
by EisnerAmper and BDO for the past two completed years ended December 31 were as follows:

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 2023

 2022

 Audit Fees (1)(2)

 $
 247,275

 $
 346,974

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total Fees

 $
 247,275

 $
 346,974

 (1)

 Audit
 fees include the audit of our consolidated financial statements.

 (2)

 Included
 within audit fees for the year ended December 31, 2022 are $85,000 billed by BDO for the review of the Company's 2021 financials
 that were adjusted for discontinued operations.

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

 Under
its charter, 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. The Audit Committee approved the termination of our relationship
with BDO and our retention of EisnerAmper as our independent registered accounting firm for the fiscal year ended December 31, 2022.
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 above were approved by
the Audit Committee.

 PART
IV

 ITEM
 15.

 EXHIBITS,
 FINANCIAL STATEMENT SCHEDULES

 The
following documents are filed as part of this Form 10-K/A, as previously listed on Form 10-K, filed April 1, 2024:

 Exhibits

 Exhibit

 No.

 Description

 2.1

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

 2.2

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

 3.1+

 Conformed version of Certificate of Incorporation of Interpace Biosciences, Inc., as amended by the Certificate of Amendment, effective January 15, 2020, and the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, filed January 17, 2020, incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

 3.2

 Amended and Restated Bylaws of Interpace Biosciences, Inc., incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed with the SEC on November 14, 2019.

 4.1

 Description of Securities, incorporated by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K, filed with the SEC on April 1, 2021.

 4.2

 Specimen Certificate Representing the Common Stock, incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-3 (File No. 333-227728), filed with the SEC on October 5, 2018.

 10.1*

 Amended and Restated 2004 Stock Award and Incentive Plan, incorporated by reference to Annex A of the Company's definitive proxy statement, filed with the SEC on August 14, 2017.

 10.2*

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

 Exhibit

 No.

 Description

 10.3*

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

 10.4*

 Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

 10.5*

 Form of Incentive Stock Option Agreement, incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018.

 10.6*

 Interpace Diagnostics Group, Inc. 2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.1 of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

 10.7*

 Amendment to the Interpace Biosciences, Inc. 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10.8 of the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on June 26, 2020.

 10.8*

 Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.3 of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

 10.9*

 Form of Interpace Biosciences, Inc. 2019 Equity Incentive Plan Restricted Stock Unit And Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.9 of the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on June 26, 2020.

 10.10*

 Form of Stock Option Grant Notice and Stock Option Agreement under the 2019 Equity Incentive Plan, incorporated by reference to Exhibit 4.4 of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019.

 10.11*

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

 10.12*

 Incentive Stock Option Agreement between Interpace Diagnostics Group, Inc. and Jack E. Stover, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on October 20, 2016.

 10.13*

 Employment Agreement, dated November 23, 2020, between Thomas W. Burnell and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on November 25, 2020.

 10.14*

 Employment Agreement, dated July 24, 2023, between Christopher McCarthy and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on August 2, 2023.

 10.15*

 Form of Indemnification Agreement by and between Interpace Diagnostics Group, Inc. and its directors and executive officers, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on August 8, 2016.

 10.16*

 Form of Indemnification Agreement by and between Interpace Biosciences, Inc. and Indemnitee, incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed with the SEC on January 17, 2020.

 10.17*

 Agreement, dated January 21, 2022, between Dr. Vijay Aggarwal and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on January 27, 2022.

 10.18

 License Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 10.31 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

 Exhibit

 No.

 Description

 10.19

 CPRIT License Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 10.32 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

 10.20

 Supply Agreement, dated August 13, 2014, by and between Interpace Diagnostics, LLC and Asuragen, Inc., incorporated by reference to Exhibit 10.33 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

 10.21

 Guaranty, dated August 13, 2014 by the Company in favor of Asuragen, Inc., incorporated by reference to Exhibit 10.34 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 5, 2014.

 10.22

 Lease Agreement, dated March 31, 2017, by and between Saddle Lane Realty, LLC and the Company, incorporated by reference to Exhibit 10.53 of the Company's Registration Statement on Form S-1 (333-218140), as amended on June 13, 2017.

 10.23

 First Amendment, dated September 26, 2017, by and between Saddle Lane Realty, LLC and Interpace Diagnostics Corporation, incorporated by reference to Exhibit 10.36 of the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

 10.24

 Amendment No. 2 to Lease, dated March 15, 2018, between Saddle Lane Realty, LLC and Interpace Diagnostics Corporation, incorporated by reference to Exhibit 10.45 of the Company's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 23, 2018.

 10.25

 Fourth Lease Amendment (the "Amendment") by and between Interpace Biosciences, Inc. and Saddle Lane Realty, LLC, dated as of October 31, 2022, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on November 4, 2022.

 10.26

 Securities Purchase Agreement, dated July 15, 2019, by and between Interpace Diagnostics Group, Inc. and Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed with the SEC on July 19, 2019.

 10.27

 Form of Voting Agreement, incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K, filed with the SEC on July 19, 2019.

 10.28

 Securities Purchase and Exchange Agreement, dated January 10, 2020, by and among Interpace Biosciences, Inc., 1315 Capital II, L.P. and Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on January 14, 2020.

 10.29

 Amended and Restated Investor Rights Agreement, dated as of January 15, 2020, by and among Interpace Biosciences, Inc., 1315 Capital II, L.P. and Ampersand 2018 Limited Partnership, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on January 17, 2020.

 10.30

 Support Agreement, dated April 2, 2020, by and between 1315 Capital II, L.P. and Interpace Biosciences, Inc., incorporated by reference to Exhibit 10.2 of the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on October 19, 2020.

 Exhibit

 No.

 Description

 10.31

 Loan
 and Security Agreement by and between Comerica Bank, Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics,
 LLC and Interpace Pharma Solutions, Inc., dated October 13, 2021, incorporated by reference to Exhibit 10.1 of the Company's
 Current Report on Form 8-K, filed with the SEC on October 19, 2021.

 10.32

 Subordination
 Agreement by and between Ampersand 2018 Limited Partnership, 1315 Capital II. L.P., Comerica Bank Interpace Biosciences, Inc., Interpace
 Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated October 13, 2021, incorporated by
 reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed with the SEC on October 19, 2021.

 10.33

 Loan
 and Security Agreement by and between BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace
 Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated October 29, 2021, incorporated by reference to Exhibit 10.1 of the Company's
 Current Report on Form 8-K, filed with the SEC on November 3, 2021.

 10.34

 Second
 Amendment to Loan and Security Agreement by and between BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace Diagnostics
 Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated October 24, 2023, incorporated by reference to
 Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the SEC on October 27, 2023.

 10.35

 First
 Amendment to Loan and Security Agreement by and between Comerica Bank, Interpace Biosciences, Inc., Interpace Diagnostics Corporation,
 Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated November 1, 2021, incorporated by reference to Exhibit 10.2
 of the Company's Current Report on Form 8-K, filed with the SEC on November 3, 2021.

 10.36

 Subordination
 and Intercreditor Agreement by and between Comerica Bank, BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace Diagnostics
 Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated as of November 1, 2021, incorporated by reference
 to Exhibit 10.3 of the Company's Current Report on Form 8-K, filed with the SEC on November 3, 2021.

 10.37*

 Amendment
 to the Interpace Biosciences, Inc. 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Company's Current
 Report on Form 8-K, filed with the SEC on November 15, 2022.

 10.38*

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

 10.39

 Third
 Amendment to Loan and Security Agreement by and between BroadOak Fund V, L.P., Interpace Biosciences, Inc., Interpace Diagnostics
 Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated March 29, 2024 incorporated by reference to Exhibit
 10.39 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024.

 16.1

 Letter
 from BDO USA, LP dated April 13, 2022, incorporated by reference to Exhibit 16.1 of the Company's Current Report on Form 8-K,
 filed with the SEC on April 14, 2022.

 21.1

 Subsidiaries
 of the Registrant, incorporated by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the year ended
 December 31, 2019, filed with the SEC on April 22, 2020, as amended from time to time.

 23.1

 Consent
 of EisnerAmper, LLP, incorporated by reference to Exhibit 23.1 of the Company's Annual Report on Form 10-K for the year ended
 December 31, 2023, filed with the SEC on April 1, 2024.

 31.1

 Certification
 of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 31.1 of
 the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024.

 31.2

 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 31.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024.

 31.3

 Certification
 of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

 31.4

 Certification
 of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

 32.1

 Certification
 of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
 incorporated by reference to Exhibit 32.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023,
 filed with the SEC on April 1, 2024.

 32.2

 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 32.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024.

 INS

 SCH

 CAL

 DEF

 LAB

 PRE

 Cover

 *

 Denotes
 compensatory plan, compensation arrangement or management contract.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

 INTERPACE
 BIOSCIENCES, INC.

 Date:
 April 26, 2024

 /s/
 Thomas W. Burnell

 W. Burnell

 President
 and Chief Executive Officer