Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion and analysis includes certain forward-looking statements that involve risks, uncertainties and assumptions. You should review the Risk Factors sections of this Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements. See Forward-Looking Statement Information at the beginning of this Form 10-K.

Company Overview

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.

Impact of Our Reliance on CMS and Novitas

Along with many laboratories, we have been negatively impacted by LCD L39365, which was finalized on April 24, 2025, by our local Medicare Administrative Contractor, Novitas. This LCD, which governs "Genetic Testing for Oncology," resulted in the loss of existing coverage for one of our molecular tests, PancraGEN^®.

On January 9, 2025, the Company announced the new LCD established non-coverage for its PancraGEN^® test, and that it would stop offering the test and would not accept specimens for first-line fluid chemistry and PancraGEN^® testing after February 7, 2025. As a result of the established non-coverage for PancraGEN^®, the Company announced in January 2025 that its board of directors had approved a restructuring and cost-savings plan to reduce operating costs and better align its workforce with the loss of PancraGEN^® (the "Restructuring Plan").

On January 27, 2025, the Company announced that CMS had directed its Medicare Administrative Contractors, Novitas and First Coast Service Options, Inc., to delay implementation of the Genetic Testing for Oncology LCD (L39365), from February 23, 2025, until April 24, 2025. On April 24, 2025, the Company announced that the LCD would take effect immediately. Because PancraGEN^® is primarily ordered for Medicare patients, the decision to end reimbursement coverage meant that the Company was no longer able to continue offering this test. Specimens for first-line fluid chemistry and PancraGEN^® testing were not accepted by the Company after May 2, 2025. As a result of the loss of PancraGEN^®, on April 25, 2025, the Company announced implementation of its previously approved Restructuring Plan whereby it reduced its workforce and impacted employees received severance benefits. For more information, please see "Restructuring" below.

Restructuring

As discussed above in "Impact of Our Reliance on CMS and Novitas," on January 14, 2025, the Board of Directors approved a Restructuring Plan and cost-savings to reduce and better align its workforce with the anticipated loss of PancraGEN^® coverage by CMS.

Under the Restructuring Plan which was announced on April 25, 2025, the Company reduced its workforce and impacted employees were eligible to receive severance benefits. The Company recorded severance and related costs of approximately $0.7 million in 2025. The expenses were paid in the quarter that they were incurred, and the Company has no restructuring liability accrued for as of December 31, 2025. For the year ended December 31, 2025, the Company recorded $0.5 million in severance costs that were charged to sales and marketing and $0.2 million that were charged to general and administrative expenses in the Company's consolidated statement of operations.

Clinical services

Our clinical services business commercializes clinically useful molecular diagnostic tests and molecular pathology services. We commercialize genomic tests and related first-line assays principally focused on risk-stratification of cancer using the latest technology to help personalize medicine and improve patient diagnosis and management. Our tests and services provide mutational analysis of genomic material contained in suspicious cysts, nodules, and lesions with the goal of better informing surgery or surveillance treatment decisions in patients suspected of thyroid cancer. The molecular diagnostic tests we offer enable healthcare providers to stratify cancer risk, helping to avoid unnecessary surgical treatment in patients at low risk, while also helping to identify patients that would benefit from increased surveillance or surgical intervention.

Our mission is to assist healthcare providers in the diagnosis, triage, and treatment of patients through advanced diagnostics. Our laboratory is licensed pursuant to federal law under Clinical Laboratory Improvement Amendments of 1988 ("CLIA") and are accredited by the College of American Pathologists ("CAP") and our products are approved by New York State. We are leveraging our laboratory to refine and commercialize our assays and products. We aim to provide physicians and patients with diagnostic options for detecting genomic and other molecular alterations that are associated with gastrointestinal, endocrine, and other cancers. Our customers consist primarily of physicians, hospitals, and clinics.

We currently have two commercialized molecular diagnostic tests in the marketplace: ThyGeNEXT^®, an expanded oncogenic mutation panel that helps "rule-in" and "rule-out" malignancy in thyroid nodules; and ThyraMIR^®v2, used in combination with ThyGeNEXT^®, which further stratifies thyroid nodules for malignancy risk utilizing a proprietary microRNA gene expression classifier.

The global esoteric molecular diagnostics market, valued at $29.6 billion (USD) in 2025, is projected to grow to $32.6 billion (USD) in 2026 and to $75.9 billion (USD) by 2034, exhibiting a Compound Annual Growth rate, or CAGR, of 11.12% during the forecast period, according to Fortune Business Insights™ (Report ID: FBI108868, Updated January, 2026).

We believe that the molecular diagnostics market offers significant growth and strong patient value given the substantial opportunity it affords to lower healthcare costs by helping to reduce unnecessary surgeries and ensuring the appropriate frequency of monitoring. We are keenly focused on growing our test volumes, securing additional insurance coverage and reimbursement, maintaining and growing our current reimbursement and supporting revenue growth for our molecular diagnostic tests, introducing related first line product and service extensions, as well as expanding our business by developing and promoting synergistic products in our markets.

OTCID

Effective February 25, 2021, our common stock was delisted from The Nasdaq Capital Market and began trading on the OTCQX Best Market under the symbol "IDXG."

On May 20, 2025, we received notice from the OTCQX indicating that the Company's market capitalization has stayed below the required $5 million for 30 consecutive calendar days preceding the date of such notice, and that the Company no longer meets the standards for continued qualification for the OTCQX U.S. tier under the OTCQX Rules for U.S. Companies section 3.2.b.2. The Company's common stock was removed from quotation on the OTCQX on August 18, 2025.

The Company's common stock is currently quoted on the OTCID^® tier of the OTC Markets Group Inc. (the "OTCIDQX"), an electronic quotation service operated by OTC Markets Group Inc.

DESCRIPTION OF REPORTING SEGMENTS

We operate under one segment which is the business of developing and selling diagnostic clinical services.

CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, or ("GAAP"). The preparation of financial statements and related disclosures in conformity with GAAP requires management to make judgments, estimates and assumptions at a specific point in time that affect the amounts reported in our consolidated financial statements and disclosed in the accompanying notes. These assumptions and estimates are inherently uncertain. Outlined below are accounting policies, which are important to our financial position and results of operations and require our management to make significant judgments in their application. Some of those judgments can be subjective and complex. Management's estimates are based on historical experience, information from third-party professionals, facts and circumstances available at the time and various other assumptions that are believed to be reasonable. Actual results could differ from those estimates. Additionally, changes in estimates could have a material impact on our consolidated results of operations in any one period. For a summary of all of our significant accounting policies, including the accounting policies discussed below, see Note 1, Nature of Business and Significant Accounting Policies, to our consolidated financial statements included in this Annual Report on Form 10-K.

Revenue Recognition

ASC 606 Revenue Recognition

Clinical services derive their revenues from the performance of their proprietary assays or tests. The Company's performance obligation is fulfilled upon completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Revenue is recognized based on the estimated transaction price or net realizable value ("NRV"), which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience.

For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRVs and related contractual allowances accordingly. If actual collections and related NRVs vary significantly from our estimates, we adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known.

Income Taxes

Income taxes are based on income for financial reporting purposes calculated using our expected annual effective rate and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes.

We account for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of our assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

We operate in multiple tax jurisdictions and provide taxes in each jurisdiction where we conduct business and are subject to taxation. The breadth of our operations and the complexity of the various tax laws require assessments of uncertainties and judgments in estimating the ultimate taxes we will pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and state audits. We have established estimated liabilities for uncertain federal and state income tax positions. Uncertain tax positions are recognized in the financial statements when it is more likely than not (for example, a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. We adjust our accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. We believe that any potential audit adjustments will not have a material adverse effect on our financial condition or liquidity. However, any adjustments made may be material to our consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense.

Significant judgment is also required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. We currently have significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences. The realization of these assets is dependent on generating future taxable income. We perform an analysis each year to determine whether the expected future income will more likely than not be sufficient to realize the deferred tax assets. Our recent operating results and projections of future income weighed heavily in our overall assessment. As of December 31, 2025, we are in a cumulative income position for the current year and prior two years. As such, we have sufficient positive evidence to project future taxable income. Accordingly, we have released a significant portion of the valuation allowance against our deferred tax assets as of December 31, 2025 that we determined were more likely than not to be realized based upon those future projections of taxable income.

The NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL, and tax credit carry forwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Code as well as similar state tax provisions. The amount of the annual limitation, if any, will be determined based on the value of our company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. Additionally, U.S. tax laws limit the time during which these carry forwards may be applied against future taxes, therefore, we may not be able to take full advantage of these carry forwards for federal income tax purposes. During 2021, the Company completed a 382 assessment of the available NOLs under Section 382 and determined that the Company underwent an ownership change on September 30, 2017 and July 15, 2019, and as a result, NOLs attributable to the pre-ownership change are subject to a substantial annual limitation under Section 382 of the Code due to the multiple ownership changes. The Company has adjusted their NOL carryforwards to address the impact of the 382 ownership change.

CONSOLIDATED RESULTS OF OPERATIONS

The following table sets forth the selected statements of operations data ($ in thousands) as a percentage of revenue for the periods indicated. The trends illustrated in this table may not be indicative of future operating results.

		Years Ended December 31,
		2025				2025				2024				2024
						% to								% to
						revenue								revenue
Revenue, net		$	38,728				100.0	%		$	46,926				100.0	%
Cost of revenue			14,598				37.7	%			17,001				36.2	%
Gross profit			24,130				62.3	%			29,925				63.8	%
Operating expenses:
Sales and marketing			9,924				25.6	%			11,655				24.8	%
Research and development			642				1.7	%			676				1.4	%
General and administrative			9,480				24.5	%			9,486				20.2	%
Total operating expenses			20,046				51.8	%			21,817				46.5	%
Operating income			4,084				10.5	%			8,108				17.3	%
Interest accretion expense			-				0.0	%			(34	)			-0.1	%
Note payable interest expense			(168	)			-0.4	%			(625	)			-1.3	%
Other expense, net			(142	)			-0.4	%			(499	)			-1.1	%
Income from continuing operations before tax			3,774				9.7	%			6,950				14.8	%
(Benefit) provision for income taxes			(21,210	)			-54.8	%			4				0.0	%
Income from continuing operations			24,984				64.5	%			6,946				14.8	%
Loss from discontinued operations, net of tax			(409	)			-1.1	%			(244	)			-0.5	%
Net income		$	24,575				63.5	%		$	6,702				14.3	%

Revenue, net

Consolidated revenue for the year ended December 31, 2025 decreased by $8.2 million, or 18%, to $38.7 million, compared to $46.9 million for the year ended December 31, 2024. The decrease in net revenue was primarily driven by the loss of reimbursement for PancraGEN^® in April 2025, which resulted in specimens for PancraGEN^® testing no longer being accepted by the Company after May 2, 2025.

Cost of revenue

Consolidated cost of revenue for the year ended December 31, 2025 decreased by $2.4 million, or 14%, to $14.6 million, compared to $17.0 million for the year ended December 31, 2024. This decrease was primarily driven by the discontinuance of our PancraGEN^® test resulting from the loss of reimbursement discussed above. As a percentage of revenue, cost of revenue increased to approximately 38% for the year ended December 31, 2025 as compared to approximately 36% for the year ended December 31, 2024. This increase can be attributed to the decline in revenue mentioned above and costs decreasing at a lower rate overall.

Gross Profit

Consolidated gross profit for the year ended December 31, 2025 decreased $5.8 million, or 19%, to $24.1 million, compared to $29.9 million for the year ended December 31, 2024. The decrease can be attributed to the decrease in revenue resulting from the discontinuance of our PancraGEN^® test as a result of the loss of reimbursement.

Sales and marketing expense

Sales and marketing expense was $9.9 million for the year ended December 31, 2025 and $11.7 million for the year ended December 31, 2024. The decrease can be attributed to the reduction in salesforce size as a result of the discontinuance of our PancraGEN^® test resulting from the loss of PancraGEN^® reimbursement discussed previously. As a percentage of revenue, sales and marketing expense was approximately 26% for the year ended December 31, 2025 and 25% for the year ended December 31, 2024.

Research and development

Research and development expense was $0.6 million for the year ended December 31, 2025 and $0.7 million for the year ended December 31, 2024. As a percentage of revenue, research and development expense increased to 1.7% from 1.4% in the prior year period due to the decrease in revenue discussed above.

General and administrative

General and administrative expense was approximately $9.5 million for both the years ended December 31, 2025 and December 31, 2024, respectively. As a percentage of net revenue, general and administrative expense was 25% for the year ended December 31, 2025 as compared to 20% for the year ended December 31, 2024. This percentage increase can be attributed to the decline in revenue mentioned above.

Operating income

Operating income from continuing operations was $4.1 million for the year ended December 31, 2025 as compared to operating income of $8.1 million for the year ended December 31, 2024. The decrease in operating income was primarily attributable to the decreases in revenue and gross profit discussed above.

Note payable interest expense

Note payable interest expense was $0.2 million for the year ended December 31, 2025 and $0.6 million for the year ended December 31, 2024. The reduction in interest expense was attributable to a lower principal balance on the BroadOak loan in 2025.

Other expense, net

During the years ended December 31, 2025 and December 31, 2024, there were other expenses, net of approximately $0.1 million and $0.5 million, respectively. The amounts are primarily related to the fair value adjustments recorded on the note payable to BroadOak.

(Benefit) provision for income taxes

The income tax benefit was approximately $21.2 million for the year ended December 31, 2025 and a provision of $4,000 for the year ended December 31, 2024. The benefit was related to the Company's partial release of its valuation allowance. See Note 16, Income Taxes, for more details.

Loss from discontinued operations, net of tax

We had a loss from discontinued operations of approximately $0.4 million and $0.2 million for the years ended December 31, 2025 and December 31, 2024, respectively. The loss in both periods pertained to the interest accrued on uncertain tax position liabilities.

Net income

We had net income of $24.6 million for the year ended December 31, 2025 as compared to net income of $6.7 million for the year ended December 31, 2024. The increase pertained in large part to our income tax benefit of $21.2 million due to the partial release of our valuation allowance.

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 10-K, 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 and related expense, interest and taxes, and other non-cash expenses including asset impairment costs, and change in fair value of notes payable. The table below includes a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.

Reconciliation of Adjusted EBITDA (Unaudited)

($ in thousands)

		Years Ended
		December 31,
		2025				2024
Income from continuing operations (GAAP Basis)		$	24,984			$	6,946
Depreciation and amortization			425				300
Stock-based compensation			35				291
Severance & related expense			692				-
Asset impairment - lab supplies			198				-
Tax (benefit) expense			(21,210	)			4
Interest accretion expense			-				34
Note payable interest			168				625
Other expense/income, net			32				(48	)
Change in fair value of note payable			110				547
Adjusted EBITDA		$	5,434			$	8,699

LIQUIDITY AND CAPITAL RESOURCES

In October 2021, the Company and its subsidiaries entered into the Term Loan with BroadOak, providing for a term loan in the aggregate principal amount of $8,000,000. Funding of the Term Loan took place on November 1, 2021. The Term Loan was scheduled to mature upon the earlier of (i) October 31, 2024 or (ii) the occurrence of a change in control, and bears interest at the rate of 9% per annum. The Term Loan is secured by a security interest in substantially all the Company's and its subsidiaries' assets and was subordinate to the Company's former $7,500,000 revolving credit facility with Comerica Bank. The Term Loan had an origination fee of 3% of the Term Loan amount, and a terminal payment equal to (i) 15% of the original principal amount of the Term Loan if the change of control occurred on or prior to the first anniversary of the funding of the Term Loan, (ii) 20% of the original principal amount of the Term Loan if the change of control occurred after the first anniversary but on or prior to the second anniversary of the funding of the Term Loan and (iii) 30% of the original principal amount of the Term Loan if the change of control occurred after the second anniversary of the funding of the Term Loan, or if the Term Loan is repaid on its maturity date. Upon receipt of the Term Loan, the proceeds were used to repay in full at their maturity certain notes extended by Ampersand and 1315 Capital. See Note 12, Notes Payable, for more details. In May 2022, the Company issued a Convertible Note to BroadOak, pursuant to which BroadOak funded a term loan in the aggregate principal amount of $2.0 million which was converted into a subordinated term loan and was added to the outstanding balance of the Term Loan. See Note 12, Notes Payable, in the Company's Consolidated Financial Statements for more details.

On October 24, 2023, the Company entered into a Second Amendment to the Loan and Security Agreement with BroadOak (the "Second Amendment"). The primary changes to the Term Loan were as follows:

	●	The Company made a one-time payment in an aggregate amount equal to $2,500,000, on October 30, 2023 and applied the payment in full satisfaction of the $3,000,000 Terminal Payment (as defined in the Term Loan). See Note 12, Notes Payable, in the Company's Consolidated Financial Statements regarding the Terminal Payment.
	●	Effective November 1, 2023, the interest rate under the Term Loan was reduced from 9% to 8% through the maturity date of October 31, 2024 or earlier, upon the occurrence of a change in control ("Loan Maturity Date").

●

The Company had the option to request an extension of the Loan Maturity Date in writing no less than sixty days prior to the Loan Maturity Date. If BroadOak agreed to the extension, the Loan Maturity Date would automatically have been extended.

On March 29, 2024, the Company entered into a Third Amendment to the Loan and Security Agreement with BroadOak (the "Third Amendment"). The primary changes to the Second Amendment were as follows:

	●	The maturity date was extended to June 30, 2025.
	●	Beginning April 1, 2024, the Company made $500,000 monthly payments with the remaining loan balance due on the new maturity date.

On January 14, 2025, the Company entered into a Fourth Amendment to the Loan and Security Agreement with BroadOak (the "Fourth Amendment"). The primary changes to the Third Amendment were as follows:

	●	The maturity date was extended to December 31, 2025.
	●	Beginning July 1, 2025, and continuing through December 1, 2025, the Company made monthly interest-only payments with the remaining loan balance due on the new maturity date.

The Term Loan contained affirmative and negative restrictive covenants, including restrictions on certain mergers, acquisitions, investments and encumbrances which could have adversely affected our ability to conduct our business. The Term Loan also contained customary events of default. The balance of the Term Loan was paid in full in November 2025.

For the year ended December 31, 2025, we had operating income from continuing operations of $4.1 million. As of the year ended December 31, 2025, we had cash and cash equivalents of $2.5 million, total current assets of $9.9 million and current liabilities of $5.1 million. As of March 20, 2026, we had approximately $2.4 million of cash on hand, net of restricted cash.

During the year ended December 31, 2025, net cash provided by operating activities was $5.8 million. The main components of cash provided by operating activities were net income of $24.6 million, offset by a change in deferred taxes of $21.3 million, and a decrease in accounts receivable of $2.9 million. During the year ended December 31, 2024, net cash provided by operating activities was $4.6 million. The main component of cash provided by operating activities was net income of $6.7 million.

During the year ended December 31, 2025, there was net cash used in investing activities of $0.4 million which primarily pertained to capital expenditures associated with the lab. During the year ended December 31, 2024, there was net cash used in investing activities of $0.9 million which primarily pertained to capital expenditures associated with the lab.

For the year ended December 31, 2025, cash used in financing activities was $4.4 million which was for principal repayments of the Term Loan. See Note 12, Notes Payable, of the Company's Consolidated Financial Statements for more details. For the year ended December 31, 2024, cash used in financing activities was $5.8 million, of which $5.6 million was for principal repayments of the Term Loan. See Note 12, Notes Payable, of the Company's Consolidated Financial Statements for more details.

We generated positive cash flows from operations for the year ending December 31, 2025. We intend to meet our ongoing capital needs by using our available cash as well as through targeted margin improvement; collection of accounts receivable; containment of costs; and the potential use of other financing options and other strategic alternatives.

The Company continues to explore various strategic alternatives, dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources in order to provide additional liquidity. With the Company's delisting of its common stock from Nasdaq in February 2021, our ability to raise additional capital on terms acceptable to the Company has been adversely impacted. There can be no assurance that the Company will be successful in obtaining such funding on terms acceptable to the Company. The Company may seek an uplisting of its common stock to Nasdaq, but no assurances can be given that a Nasdaq listing will be achieved.

Further, along with many laboratories, we have been negatively impacted by the LCD L39365, which was finalized on April 24, 2025 by our local Medicare Administrative Contractor, Novitas. This LCD, which governs "Genetic Testing for Oncology," resulted in the loss of existing Medicare coverage for one of our molecular tests, PancraGEN^®.

On January 9, 2025, we announced that the new LCD established non-coverage for the Company's PancraGEN^® test, and that we would stop offering the test and would not accept specimens for first-line fluid chemistry and PancraGEN^® testing after February 7, 2025. As a result of the established non-coverage for PancraGEN^®, we announced, in January 2025, that our board of directors had approved the Restructuring Plan to reduce operating costs and better align our workforce with the loss of PancraGEN^®. See "Restructuring."

On January 27, 2025, the Company announced that CMS had directed its Medicare Administrative Contractors, Novitas and First Coast Service Options, Inc., to delay implementation of the Genetic Testing for Oncology LCD (L39365), from February 23, 2025 until April 24, 2025. On April 24, 2025, the Company announced that the LCD would take effect immediately and that specimens for first-line fluid chemistry and PancraGEN^® testing will not be accepted by the Company after May 2, 2025. On April 25, 2025, the Company announced implementation of its previously approved Restructuring Plan. The Company has incurred approximately $0.7 million in severance and related costs as a result of this plan.

Even with the discontinuance of the PancraGEN^® test resulting from the loss of reimbursement coverage as of the date of this filing the Company anticipates that current cash and cash equivalents and forecasted cash receipts will be sufficient to meet its anticipated cash requirements through the next twelve months from the date of the filing of this report.

As of December 31, 2025, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows:

						Less than				1 to 3				3 to 5				After
		Total				1 Year				Years				Years				5 Years
Operating lease obligations		$	1,375			$	550			$	825			$	-			$	-
Total		$	1,375			$	550			$	825			$	-			$	-

GOVERNANCE OF THE COMPANY

Corporate Governance; Code of Ethics; Insider Trading Policy

Our Board has adopted a written Code of Business Conduct that applies to our directors, officers, and employees, as well as Corporate Governance Guidelines applicable specifically to our Board. You can find links to these documents in the "Investor Relations-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 Annual Report on Form 10-K. 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 or our principal financial 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 Insider Trading Policy, adoptedin March 2025, expressly prohibits our, and our direct and indirect subsidiaries', employees, directors, officers and designated contractors and consultants, who know or have access to material information regarding the Company that has not been fully disclosed to the public from (i) trading in Company securities or engaging in transactions in securities of another company with which the Company conducts business, such as a customer, partner, distributor or supplier, if they are in possession of or otherwise aware of material information relating to such other company obtained in course of employment with, or services performed on behalf of, the Company, (ii) pledging Company securities as collateral for a loan, (iii) engaging in hedging or monetization transactions with respect to Company securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, and (iv) trading in derivative securities related to our Company securities, which includes publicly traded call and put options. Our Insider Trading Policy also provides that the Company will not effect transactions in respect of its securities, or adopt any securities repurchase plans, when it is in possession of material nonpublic information concerning the Company, other than in compliance with applicable law.