IDXG 8-K
Interpace Biosciences, Inc. (IDXG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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.
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 |
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 7.01. 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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the effective date of the Reverse Stock Split and the trading of the Common Stock on a Reverse Stock Split - adjusted basis. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Form of Certificate of Amendment to the Certificate of Incorporation | |
| 99.1 | Press Release, dated August 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 27, 2026 | INTERPACE BIOSCIENCES, INC. | |
| By: | /s/ Thomas W. Burnell | |
| Name: | Thomas W. Burnell | |
| Title: | President and Chief Executive Officer | |
Exhibit 3.1
FORM OF
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
INTERPACE BIOSCIENCES, INC.
Interpace Biosciences, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFYTHAT:
FIRST: Article IV of the Amended and Restated Certificate of Incorporation, (the “Certificate of Incorporation”), of the Corporation is hereby amended by adding the following paragraph at the end thereof:
“Upon the effectiveness (the “Reverse Split Effective Time”) pursuant to the General Corporation Law of the State of Delaware of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each five shares of Common Stock, par value $0.01 per share, issued and outstanding (or held in treasury) immediately prior to the Reverse Split Effective Time, shall automatically be reclassified and combined into one (1) validly issued, fully paid, and non-assessable share of Common Stock, par value $0.01 per share, without any action by any holder thereof, subject to the treatment of fractional shares set forth below (the “Reverse Stock Split”). No fractional shares shall be issued as a result of the Reverse Stock Split. Any stockholder of record of Common Stock immediately prior to the Reverse Split Effective Time that would otherwise be entitled to a fractional share as a result of the Reverse Stock Split shall be entitled, upon the Reverse Split Effective Time, to receive one whole share of Common Stock in lieu of such fractional share.
From and after the Reverse Split Effective Time, certificates that, immediately prior to the Reverse Split Effective Time, represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which such shares shall have been reclassified and combined as a result of the Reverse Stock Split, including the treatment of fractional shares set forth above.”
SECOND: This Certificate ofAmendment shall become effective on [●], 2026, at 12:01 a.m. (Eastern Time).
THIRD: That the foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate ofAmendment of Certificate of Incorporation to be signed by its duly authorized officer, on August [●], 2026.
| Interpace Biosciences, Inc. | ||
| By: | ||
| Thomas W. Burnell | ||
| President and Chief Executive Officer | ||
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 reduced as a result of the Reverse Stock Split. Proportional adjustments will be made to the number of shares of common stock issuable upon exercise or vesting of the Company’s outstanding stock options and restricted stock units, as well as the applicable exercise prices, and to the number of shares issuable under the Company’s equity incentive and employee stock purchase plans. No fractional shares will be issued in connection with the Reverse Stock Split, and fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. There will be no change in the par value of $0.01 per share of the common stock as a result of the Reverse Stock Split.
At the annual meeting of stockholders held on August 20, 2026, the Company’s stockholders voted to approve a proposal granting the Company’s Board of Directors the discretion to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range from one-for-two to one-for-ten. The Company’s Board of Directors approved a 1-for-5 reverse stock split on August 20, 2026. The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirement for listing on the Nasdaq Capital Market (“Nasdaq”). There is no guarantee that the Company will meet the minimum bid price requirement, and even if it does, there are additional requirements for listing on Nasdaq, including the requirement to have a $15 million market value of unrestricted publicly held shares.
Interpace’s transfer agent, Equiniti Trust Company, will provide information to stockholders regarding their stock ownership following the Reverse Stock Split. Stockholders holding their shares in book-entry form or through a bank, broker, or other nominee do not need to take any action in connection with the Reverse Stock Split. Their accounts will be automatically adjusted to reflect the number of shares owned. Beneficial holders are encouraged to contact their bank, broker, or other nominee with any procedural questions.
Tom Burnell, CEO of Interpace, commented: “This reverse stock split is a key part of our strategy to uplist our common stock to Nasdaq, which we believe will help support our planned growth and attract a broader range of investors.”
About Interpace Biosciences
Interpace Biosciences is an emerging leader in enabling personalized medicine, offering specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications.
Clinical services, through Interpace Diagnostics, provide clinically useful molecular diagnostic tests and bioinformatics and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. Interpace has two commercialized molecular tests: ThyGeNEXT® for the diagnosis of thyroid cancer from thyroid nodules utilizing a next-generation sequencing assay and ThyraMIR®v2, used in combination with ThyGeNEXT®, for the diagnosis of thyroid cancer utilizing a proprietary microRNA pairwise expression profiler along with algorithmic classification.
For more information, please visit Interpace Biosciences’ website at www.interpace.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, relating to the Company’s future financial and operating performance. The Company has attempted to identify forward-looking statements by terminology including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are based on current expectations, assumptions and uncertainties involving judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. These statements also involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to be materially different from those expressed or implied by any forward-looking statements, including, but not limited to, statements regarding the effective date of the Reverse Stock Split and the trading of the common stock on a split-adjusted basis, the Company’s ability to timely implement the Reverse Stock Split, and the Company’s belief that the Reverse Stock Split will allow the Company to comply with Nasdaq minimum bid price listing standards and achieve a Nasdaq listing.
Additionally, all forward-looking statements are subject to the “Risk Factors” detailed from time to time in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. Because of these and other risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and, except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Contacts
Investor Relations
Interpace Biosciences, Inc.
(855) 776-6419