8-K
Interpace Biosciences, Inc. (IDXG)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): May 8, 2025
INTERPACE
BIOSCIENCES, INC.
(Exactname of registrant as specified in its charter)
| Delaware | 0-24249 | 22-2919486 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
WaterviewPlaza, Suite 310, 2001 Route 46
Parsippany,NJ 07054
(Address, including zip code, of principal executive offices)
(855)776-6419
Registrant’s
telephone number, including area code
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02 Results of Operations and Financial Condition.
On May 8, 2025, Interpace Biosciences, Inc. issued a press release announcing its results of operations and financial condition for the quarter ended March 31, 2025. The full text of the press release is set forth as Exhibit 99.1 attached hereto and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br> Number | Description |
|---|---|
| 99.1 | Press Release, dated May 8, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERPACE BIOSCIENCES, INC. | |
|---|---|
| By: | /s/ Thomas W. Burnell |
| Name: | Thomas<br> W. Burnell |
| Title: | President<br> and Chief Executive Officer |
Date: May 8, 2025
Exhibit99.1
InterpaceBiosciences Announces First Quarter 2025 Financial and Business Results
| ● | Q1 Revenue of $11.5 million; a 13% increase year-over-year |
|---|---|
| ● | Q1 Cash Collections of $11.3 million; a 10% increase year-over-year to record levels |
| ● | Q1 Thyroid test volume up 16% year-over-year to record levels |
| ● | Q1 Thyroid revenue of $8.0M; up 19% year-over-year to record levels |
| ● | Initiates Full Year 2025 Revenue Guidance of approximately $38 million |
PARSIPPANY,NJ, May 8, 2025 (GLOBE NEWSWIRE) — Interpace Biosciences, Inc. (“Interpace” or the “Company”) (OTCQX: IDXG) today announced financial results for the first quarter ended March 31, 2025 and provided a business and financial update.
First quarter Net Revenue was $11.5 million. Income from continuing operations in the first quarter of 2025 was $1.8 million, a $0.9 million improvement over the prior year quarter. “The Company achieved record Thyroid test revenue and cash collections in the first quarter of 2025 driven by increased volume and collection initiatives,” said Chris McCarthy, Chief Financial Officer. “The cash position of the Company allowed for additional investments in lab operational efficiency, driven by our AI and automation digital strategy, while simultaneously improving income from continuing operations. This also supported additional principal payments on our long-term debt agreement, continuing to improve the Company’s balance sheet. Based on our Q1 performance and current outlook, despite the loss of PancraGEN revenue after May 2, 2025, we are initiating full-year 2025 revenue guidance of approximately $38 million,” McCarthy added.
“Despite the uncertainty of PancraGEN reimbursement, Q1 2025 represented another quarter of year-over- year double digit volume and revenue growth,” stated Tom Burnell, President and CEO. “We are pleased with the Company’s continued growth in revenue, profitability and cash flow. These historical trends have established a new foundation and expectation for companies in the diagnostics industry and the patients they serve,” added Burnell.
FirstQuarter 2025 Financial Performance
Forthe First Quarter of 2025 as Compared to the First Quarter of 2024
| ● | Net<br> Revenue was $11.5 million, an increase of 13% from $10.2 million for the prior year quarter |
|---|---|
| ● | Gross<br> Profit percentage was 64% compared to 62% for the prior year quarter |
| ● | Operating<br> income was $1.8 million vs operating income of $1.1 million in the prior year quarter |
| ● | Income<br> from continuing operations was $1.8 million vs income from continuing operations of $0.8 million in the prior year quarter |
| ● | Adjusted<br> EBITDA was $2.1 million vs $1.2 million in the prior year quarter |
| ● | Q1<br> 2025 cash collections totaled $11.3 million |
AboutInterpace 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 three commercialized molecular tests and one test in a clinical evaluation program (CEP): ThyGeNEXT® for the diagnosis of thyroid cancer from thyroid nodules utilizing a next-generation sequencing assay; ThyraMIR®v2, used in combination with ThyGeNEXT®, for the diagnosis of thyroid cancer utilizing a proprietary microRNA pairwise expression profiler along with algorithmic classification; and RespriDX®, that differentiates lung cancer of primary versus metastatic origin. In addition, BarreGEN®, a molecular-based assay that helps resolve the risk of progression of Barrett’s Esophagus to esophageal cancer, is currently in a CEP, whereby we gather information from physicians using BarreGEN to assist us in gathering clinical evidence relative to the safety and performance of the test and also providing data that will potentially support payer reimbursement.
For more information, please visit Interpace Biosciences’ website at www.interpace.com.
Forward-lookingStatements
Thispress release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of theSecurities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, relating to the Company’s future financialand 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 arebased on current expectations, assumptions and uncertainties involving judgments about, among other things, future economic, competitiveand market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of whichare beyond the Company’s control. These statements also involve known and unknown risks, uncertainties and other factors that maycause the Company’s actual results to be materially different from those expressed or implied by any forward-looking statements,including, but not limited to, the possibility that the Company’s estimates of future revenue, cash flows and adjusted EBITDA mayprove to be materially inaccurate, the Company’s prior history of operating losses, the Company’s ability to adequately financeits business and seek alternative sources of financing, the Company’s ability to repay borrowings from BroadOak, the Company’sdependence on sales and reimbursements from its clinical services, the Company’s ability to retain or secure reimbursement includingits reliance on third parties to process and transmit claims to payers and the adverse impact of any delay, data loss, or other disruptionin processing or transmitting such claims, the Company’s revenue recognition being based in part on estimates for future collectionswhich estimates may prove to be incorrect, and the Company’s ability to restructure itself in light of the loss of reimbursementfor its PancraGEN product.
Additionally,all forward-looking statements are subject to the “Risk Factors” detailed from time to time in the Company’s AnnualReport on Form 10-K for the fiscal year ended December 31, 2024, as amended, Current Reports on Form 8-K and Quarterly Reports on Form10-Q filed with the Securities and Exchange Commission. Because of these and other risks, uncertainties and assumptions, undue relianceshould not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press releaseand, except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statementsfor any reason.
Contacts:
Investor Relations
Interpace Biosciences, Inc.
(855)-776-6419
Info@Interpace.com
INTERPACEBIOSCIENCES, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited,in thousands, except per share data)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2025 | 2024 | |||||
| Revenue, net | $ | 11,515 | $ | 10,178 | ||
| Cost of revenue | 4,145 | 3,867 | ||||
| Gross Profit | 7,370 | 6,311 | ||||
| Sales and marketing | 2,814 | 2,821 | ||||
| Research and development | 177 | 137 | ||||
| General and administrative | 2,550 | 2,239 | ||||
| Total operating expenses | 5,541 | 5,197 | ||||
| Operating income | 1,829 | 1,114 | ||||
| Interest accretion expense | - | (19 | ) | |||
| Note payable interest | (78 | ) | (197 | ) | ||
| Other income (expense), net | 21 | (82 | ) | |||
| Income from continuing operations before tax | 1,772 | 816 | ||||
| Provision for income taxes | 18 | 4 | ||||
| Income from continuing operations | 1,754 | 812 | ||||
| Loss from discontinued operations, net of tax | (107 | ) | (104 | ) | ||
| Net income | $ | 1,647 | $ | 708 | ||
| Basic income (loss) per share of common stock: | ||||||
| From continuing operations | $ | 0.40 | $ | 0.19 | ||
| From discontinued operations | (0.03 | ) | (0.02 | ) | ||
| Net loss per basic share of common stock | $ | 0.37 | $ | 0.16 | ||
| Diluted income (loss) per share of common stock: | ||||||
| From continuing operations | $ | 0.06 | $ | 0.19 | ||
| From discontinued operations | (0.00 | ) | (0.02 | ) | ||
| Net loss per diluted share of common stock | $ | 0.06 | $ | 0.16 | ||
| Weighted average number of common shares and common share equivalents outstanding: | ||||||
| Basic | 4,420 | 4,370 | ||||
| Diluted | 27,704 | 4,384 |
SelectedBalance Sheet Data (Unaudited)
($in thousands)
| March 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash and cash equivalents | $ | 1,196 | $ | 1,461 | ||
| Total current assets | 11,654 | 11,773 | ||||
| Total current liabilities | 8,678 | 10,615 | ||||
| Total assets | 14,494 | 14,792 | ||||
| Total liabilities | 15,076 | 17,009 | ||||
| Total stockholders’ deficit | (582 | ) | (2,217 | ) |
SelectedCash Flow Data (Unaudited)
($in thousands)
| For the Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2025 | 2024 | |||||
| Net income | $ | 1,647 | $ | 708 | ||
| Net cash provided by (used in) operating activities | $ | 1,235 | $ | (58 | ) | |
| Net cash used in investing activities | - | (28 | ) | |||
| Net cash used in financing activities | (1,500 | ) | (600 | ) | ||
| Change in cash and cash equivalents | (265 | ) | (686 | ) | ||
| Cash and cash equivalents – beginning | 1,461 | 3,498 | ||||
| Cash and cash equivalents – ending | $ | 1,196 | $ | 2,812 |
Reconciliationof Adjusted EBITDA (Unaudited)
($in thousands)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2025 | 2024 | |||||
| Income from continuing operations (GAAP Basis) | $ | 1,754 | $ | 812 | ||
| Depreciation and amortization | 95 | 52 | ||||
| Stock-based compensation | 15 | 79 | ||||
| Severance expense | 168 | - | ||||
| Taxes expense | 18 | 4 | ||||
| Interest accretion expense | - | 19 | ||||
| Note payable interest | 78 | 197 | ||||
| Interest income | (7 | ) | (16 | ) | ||
| Change in fair value of note payable | (25 | ) | 98 | |||
| Adjusted EBITDA | $ | 2,096 | $ | 1,245 |
Non-GAAPFinancial Measures
In addition to the United States generally accepted accounting principles, or GAAP, results provided throughout this document, we have provided certain non-GAAP financial measures to help evaluate the results of our performance. We believe that these non-GAAP financial measures, when presented in conjunction with comparable GAAP financial measures, are useful to both management and investors in analyzing our ongoing business and operating performance. We believe that providing the non-GAAP information to investors, in addition to the GAAP presentation, allows investors to view our financial results in the way that management views financial results.
In this document, we discuss Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is a metric used by management to measure cash flow of the ongoing business. Adjusted EBITDA is defined as income or loss from continuing operations, plus depreciation and amortization, non-cash stock-based compensation, severance expense, interest and taxes, and other non-cash expenses including change in fair values of notes payable. The table above includes a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.