Current Report · Items 5.03, 7.01, 9.01 · 8-K
INTERPACE BIOSCIENCES INC
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the annual meeting of stockholders held on August 20, 2026, the stockholders of Interpace Biosciences, Inc.…
Filed Aug 27, 2026Accepted Aug 27, 2026, 8:30 AM EDTCIK 1054102Accession 0001493152-26-040329
Company context
We are a company that provides esoteric molecular diagnostic testing and pathology services to aid physicians in their evaluation of cancer risk in patients with indeterminate biopsies and a perceived risk of cancer from clinical features. We develop and commercialize genomic tests that can personalize medicine to help improve patient diagnosis and management. Due to the decision of CMS to cease reimbursement coverage of our PancraGEN® test for assessing the risk of pancreatic cyst progression to cancer on April 24, 2025 which resulted in specimens for first-line fluid chemistry and PancraGEN® testing not being accepted by the Company after May 2, 2025, we are currently concentrating our efforts on our molecular diagnostic tests for thyroid cancer, ThyGeNEXT® and ThyraMIR®v2.
Current securities
Historical securities (2)
Disclosure sections
Items 5.03, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At
the annual meeting of stockholders held on August 20, 2026, the stockholders of Interpace Biosciences, Inc. (the “Company”)
authorized the board of directors of the Company (the “Board”), in its discretion, to amend the Company’s Amended and
Restated Certificate of Incorporation (the “Certificate of Incorporation”), to effect a reverse split of the Company’s
outstanding common stock, par value $0.01 (the “Common Stock”), at a ratio between one-for-two (1:2) and one-for-ten (1:10),
with such final ratio to be determined by the Board. The Board determined to set the reverse stock split ratio at one-for-five (1:5)
(the “Reverse Stock Split”) and approved the final form of the Certificate of Amendment to the Certificate of Incorporation
to effectuate the Reverse Stock Split (the “Certificate of Amendment”). The Certificate of Amendment was filed with the Secretary
of State of the State of Delaware on August 25, 2026, and the Reverse Stock Split will become effective in accordance with the terms
of the Certificate of Amendment at 12:01 a.m. Eastern Time on Thursday, August 27, 2026 (the “Effective Time”).
At
the Effective Time, every five shares of Common Stock issued and outstanding will be automatically combined into one share of issued
and outstanding Common Stock, without any change in the par value per share.
Fractional
shares will not be issued as a result of the Reverse Stock Split. Instead, any fractional shares of the Company’s Common Stock
that would have otherwise resulted from the Reverse Stock Split will be rounded up to the nearest whole share.
Stockholders
who are holding their shares of Common Stock electronically in direct registered book-entry form with Equiniti Trust Company, LLC, the
Company’s transfer agent (the “Transfer Agent”), or in “street name” (through a broker, bank or other holder
of record) will not need to take action. The Reverse Stock Split will automatically be reflected in the Transfer Agent’s records
and on such stockholders’ next account statement. Stockholders holding paper certificates that are issued and outstanding and were
not exchanged as part of previous corporate actions will be automatically canceled and exchanged for book-entry shares.
The
Common Stock is expected to begin trading on the OTCID quotation system (“OTCID”) on a Reverse Stock Split - adjusted basis
as of the commencement of market open on Thursday, August 27, 2026. Interpace’s ticker symbol on the OTCID will temporarily change
to IDXGD for a period of 20 trading days, including the effective date. In connection with the Reverse Stock Split, the CUSIP number
for the Common Stock has been changed to 46062X 402.
The
Reverse Stock Split will result in a proportionate adjustment to the per share exercise price and the number of shares of Common Stock
issuable upon the exercise of outstanding stock options, as well as the number of shares of Common Stock eligible for issuance under
the Company’s newly adopted 2026 Incentive Stock Plan and 2026 Employee Stock Purchase Plan (as defined in the Company’s
Current Report on Form 8-K/A filed with the Security Exchange Commission on August 26, 2026).
The
information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form
of Certificate of Amendment that effectuated the Reverse Stock Split, which is filed as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01. Regulation FD Disclosure.
On
August 26, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit
99.1 hereto.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under
that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htmEX-99.1
3
ex99-1.htm
EX-99.1
Exhibit
99.1
Interpace
Biosciences Announces Reverse Stock Split to Support Proposed Nasdaq Uplisting
PARSIPPANY,
NJ, August 26, 2026 - Interpace Biosciences, Inc. (OTCID: IDXG) (“Interpace” or the “Company”), an
emerging leader in enabling personalized medicine, today announced that it will effect a 1-for-5 reverse stock split (“Reverse
Stock Split”) of its issued and outstanding common stock. The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time
on August 27, 2026, and Interpace common stock is expected to begin trading on a split-adjusted basis on the OTCID quotation system (“OTCID”)
as of the commencement of market open that same day. Interpace’s ticker symbol on the OTCID will temporarily change to IDXGD for
a period of 20 trading days, including the effective date. The new CUSIP number for the common stock following the Reverse Stock Split
will be 46062X402.
After
the effectiveness of the Reverse Stock Split, the number of outstanding shares of common stock will be reduced from approximately 27.7
million (as of the date of this press release) to approximately 5.5 million. The total authorized number of shares will not be …
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