As filed with the Securities and Exchange Commission on January 29, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTERPACE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Interpace Biosciences, Inc. 2019 Equity Incentive Plan

(Full title of the plan)

Thomas W. Burnell

President and Chief Executive Officer

Interpace Biosciences, Inc.

Morris Corporate Center 1, Building C

300 Interpace Parkway, Parsippany, NJ 07054

(Name and address of agent for service)

(855) 776-6419

(Telephone number, including area code, of agent for service)

with a copy to:

Merrill M. Kraines, Esq.

Troutman Pepper Hamilton Sanders LLP

875 Third Avenue

New York, NY 10022

Tel: (212) 808-2711

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. [  ]

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 1,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Interpace Biosciences, Inc., a Delaware corporation (the “Registrant” or the “Company”), which are authorized for issuance under the Company’s 2019 Equity Incentive Plan, as amended (the “2019 Plan”), pursuant to the approval of such increase by the Company’s stockholders at its annual meeting of stockholders held on July 9, 2020. On October 22, 2019, the Registrant filed a registration statement on Form S-8 (File No. 333-234284) (the “Prior Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 2,300,000 shares of Common Stock that were authorized for issuance under the 2019 Plan. As a result of a one-for-ten (1:10) reverse stock split effected on January 15, 2020, such number of shares of Common Stock was adjusted to 230,000.

Contemporaneously with the filing of the Prior Registration Statement, the Company also filed Post-Effective Amendment No. 1 to its registration statement on Form S-8 (File No. 333-224554), filed on April 30, 2018, which reflected that the shares of Common Stock that remained available for grant under the Company’s Amended and Restated 2004 Stock Award and Incentive Plan (the “2004 Plan”) as of October 10, 2019, the date that the 2019 Plan was approved by the Company’s stockholders (the “Original Approval Date”), plus the shares of Common Stock underlying outstanding awards under the 2004 Plan that expire, are canceled, are forfeited, are settled in cash or otherwise are terminated without the delivery of such shares to the holder of the award after the Original Approval Date will become available for issuance pursuant to awards granted under the 2019 Plan (collectively, the “2004 Recycled Shares”).

Upon the effectiveness of this Registration Statement, an aggregate of 1,230,000 shares of Common Stock (plus the 2004 Recycled Shares) will be registered for issuance under the 2019 Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Prior Registration Statement are presented herein. Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2019 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents of the Registrant filed with the Commission are incorporated by reference in this Registration Statement as of their respective dates:

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

Item 8. Exhibits.

EXHIBIT INDEX

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Township of Parsippany, State of New Jersey, on January 29, 2021.

POWER OF ATTORNEY

Each individual whose signature appears below constitutes and appoints Thomas W. Burnell, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.