false 0001054102 0001054102 2024-11-04 2024-11-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

Date of Report (Date of earliest event reported): November 4, 2024

 

INTERPACE BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)

 

delaware   0-24249   22-2919486

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Waterview Plaza, 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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. ☐

 

 

 

 
 

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 4, 2024, Interpace Biosciences, Inc. issued a press release announcing its results of operations and financial condition for the third quarter ended September 30, 2024. 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
     
99.1   Press Release, dated November 4, 2024
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.

 

  Interpace Biosciences, Inc.
     
  By: /s/ Thomas W. Burnell
  Name: Thomas W. Burnell
  Title: President and Chief Executive Officer

 

Date: November 6, 2024

 

 

 

 

Exhibit 99.1

 

Interpace Biosciences Announces Record Third Quarter 2024 Financial and Business Results

 

  Q3 Revenue of $12.3 million; a $3.2M and 35% increase year-over-year
  Q3 Test volume up 26% year over year to record levels
  Q3 Cash collections of $11.3M; a $1.4M and 15% increase year-over-year
 

Q3 Volume, Revenue, and Profitability at all-time record levels

 

PARSIPPANY, NJ, Nov 4, 2024 (GLOBE NEWSWIRE) — Interpace Biosciences, Inc. (“Interpace” or the “Company”) (OTCQX: IDXG) today announced financial results for the third quarter ended September 30, 2024 and provided a business and financial update.

 

Third quarter Net Revenue was $12.3 million. Operating costs per test for the third quarter were approximately 11% lower than the same period of 2023. Income from continuing operations in the third quarter of 2024 was $1.4 million, a $1.9M improvement from the prior year quarter. “The Company achieved record test volume, revenue, and cash collections, while reducing operating costs per test, in the third quarter of 2024. Test volume, test revenue, and cash collections increased over the prior year quarter, driven by increased volume and collection initiatives,” said Chris McCarthy, Chief Financial Officer. “The cash position of the Company allowed for additional investments in our salesforce, while simultaneously improving income from continuing operations. This also supported additional principal payments on our debt agreement, continuing to improve the Company’s balance sheet.” McCarthy added.

 

“Q3 2024 represented record revenue and testing volume for the Company, resulting in the achievement of continued profitability and positive cash flow,” stated Tom Burnell, President and CEO. “The Company’s proprietary molecular diagnostics tests (ThyGeNEXT® + ThyraMIR®v2 and PancraGEN®) continued to grow by double-digits in Q3 2024 over Q3 2023 and is further evidence of the importance of molecular diagnostics for the risk stratification of thyroid and pancreatic cancer. Q3 2024 marked the eighteenth consecutive quarter of year-over-year volume growth for the Company. With several quarters of growth, and the recently announced change to the Company’s capital structure, Interpace believes it is now well positioned for substantial continued growth through additional product commercialization and/or M&A activity” added Burnell. He said, “the Company is in the process of interviewing equity research partners as well as investment bankers to assist in raising additional capital to help the company achieve its growth strategy as well as become a Nasdaq-listed company.”

 

Third Quarter and 2024 Financial Performance

 

For the Third Quarter of 2024 as Compared to the Third Quarter of 2023

 

  Net Revenue was $12.3 million, an increase of 35% from $9.1 million for the prior year quarter
     
  Gross Profit percentage was approximately 61%, an increase of 11% from 55% for the prior year quarter
     
  Operating income was $1.9 million vs an operating loss of ($0.02) million in the prior year quarter
     
  Income from continuing operations was $1.4 million vs a loss from continuing operations of ($0.5) million in the prior year quarter
     
  Adjusted EBITDA was $2.1 million vs $0.4 million in the prior year quarter
     
  Q3 2024 cash collections totaled $11.3 million, an increase of 15% from $9.8 million for the prior year quarter
     
  September 30, 2024 cash balance was $2.1 million vs September 30, 2023 cash balance of $5.0 million, driven by $6.6 million additional debt paydown

 

 

 

 

 

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.

 

Interpace provides 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 five commercialized molecular tests and one test in a clinical evaluation program (CEP): PancraGEN® for the diagnosis and prognosis of pancreatic cancer from pancreatic cysts; PanDNA®, a “molecular only” version of PancraGEN that provides physicians a snapshot of a limited number of factors; 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-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, the reimbursement of the Company’s tests being subject to review by CMS, the Company’s ability to continue to perform, bill and receive reimbursement for our PancraGEN® molecular test under the existing local coverage determination (“LCD”), given that such LCD is currently under review by Novitas Solutions, Inc., the Company’s Medicare administrative contractor, the possibility that the Company’s estimates of future revenue, cash flows and adjusted EBITDA may prove to be materially inaccurate, the Company’s prior history of operating losses, the Company’s ability to adequately finance its business and seek alternative sources of financing, the Company’s ability to repay borrowings with BroadOak, the Company’s dependence on sales and reimbursements , the Company’s ability to retain or secure reimbursement including its reliance on third parties to process and transmit claims to payers and the adverse impact of any delay, data loss, or other disruption in processing or transmitting such claims, the Company’s revenue recognition being based in part on estimates for future collections which estimates may prove to be incorrect, and the Company’s ability to uplist its common stock onto Nasdaq.

 

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, 2023, as amended, 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

[email protected]

 

 

 

 

INTERPACE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2024   2023   2024   2023 
                 
Revenue, net  $12,295   $9,078   $34,610   $29,931 
Cost of revenue   4,789    4,124    13,602    12,163 
Gross Profit   7,506    4,954    21,008    17,768 
                     
Sales and marketing   2,864    2,498    8,571    7,444 
Research and development   199    149    483    484 
General and administrative   2,538    2,124    6,918    7,515 
Acquisition amortization expense   -    199    -    834 
Total operating expenses   5,601    4,970    15,972    16,277 
                     
Operating income (loss)   1,905    (16)   5,036    1,491 
Interest accretion expense   (4)   (26)   (34)   (92)
Note payable interest   (141)   (230)   (514)   (682)
Other expense, net   (394)   (252)   (406)   (408)
Income (loss) from continuing operations before tax   1,366    (524)   4,082    309 
Provision for income taxes   4    4    12    12 
Income (loss) from continuing operations   1,362    (528)   4,070    297 
                     
Loss from discontinued operations, net of tax   (82)   (86)   (260)   (385)
                     
Net income (loss)  $1,280   $(614)  $3,810   $(88)
                     
Basic income (loss) per share of common stock:                    
From continuing operations  $0.31   $(0.12)  $0.93   $0.07 
From discontinued operations   (0.02)   (0.02)   (0.06)   (0.09)
Net income (loss) per basic share of common stock  $0.29   $(0.14)  $0.87   $(0.02)
                     
Diluted income (loss) per share of common stock:                    
From continuing operations  $0.31   $(0.12)  $0.92   $0.07 
From discontinued operations   (0.02)   (0.02)   (0.06)   (0.09)
Net income (loss) per diluted share of common stock  $0.29   $(0.14)  $0.87   $(0.02)
                     
Weighted average number of common shares and common share equivalents outstanding:                    
Basic   4,393    4,319    4,380    4,313 
Diluted   4,423    4,319    4,404    4,355 

 

 

 

 

Selected Balance Sheet Data (Unaudited)
($ in thousands)
         
   September 30,   December 31, 
   2024   2023 
Cash and cash equivalents  $2,113   $3,498 
           
Total current assets   11,110    10,322 
Total current liabilities   18,769    17,474 
           
Total assets   14,039    13,021 
Total liabilities   25,185    28,157 
Total stockholders’ deficit   (57,682)   (61,672)

 

Selected Cash Flow Data (Unaudited)
($ in thousands)
     
   For the Nine Months Ended 
   September 30, 
   2024   2023 
Net income (loss)  $3,810   $(88)
           
Net cash provided by operating activities  $3,462   $2,649 
Net cash (used in) provided by investing activities   (747)   55 
Net cash used in financing activities   (4,100)   (2,500)
Change in cash and cash equivalents   (1,385)   204 
Cash and cash equivalents – beginning   3,498    4,828 
Cash and cash equivalents – ending  $2,113   $5,032 

 

 

 

 

Reconciliation of Adjusted EBITDA (Unaudited)

($ in thousands)

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2024   2023   2024   2023 
Income (loss) from continuing operations (GAAP Basis)  $1,362   $(528)  $4,070   $297 
Depreciation and amortization   85    241    205    954 
Stock-based compensation   86    152    218    501 
Taxes expense   4    4    12    12 
Interest accretion expense   4    26    34    92 
Note payable interest   141    230    514    682 
Interest income   (10)   (21)   (40)   (34)
Change in fair value of note payable   404    259    445    400 
Adjusted EBITDA  $2,076   $363   $5,458   $2,904 

 

Non-GAAP Financial 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 and ESPP plans, interest and taxes, and other non-cash expenses including change in fair values of notes payable and contingent consideration. The table above includes a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.