As filed with the Securities and Exchange Commission on January 3, 2022

Registration No. 333-261504

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTERPACE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Morris Corporate Center 1, Building C

300 Interpace Parkway

Parsippany, New Jersey 07054

(855) 776-6419

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas W. Burnell

President, Chief Executive Officer and Director

Morris Corporate Center 1, Building C

300 Interpace Parkway

Parsippany, New Jersey 07054

(855) 776-6419
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Merrill M. Kraines, Esq.

Troutman Pepper Hamilton Sanders LLP

875 Third Avenue

New York, NY 10022

Tel: (212) 808-2711

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission of which this prospectus forms a part is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 3, 2022

PRELIMINARY PROSPECTUS

Up to 4,184,707 Shares of Common Stock

Issuable Upon the Exercise of Rights to Subscribe for such Shares at $[●] per Share

Interpace Biosciences, Inc. (the “Company”, “we”, “us” or “our”) is distributing to holders of our common stock, par value $0.01 per share, and holders of outstanding warrants we issued on January 25, 2017, March 22, 2017, June 21, 2017, October 12, 2017 and January 25, 2019 (the “Eligible Warrants”), at no charge on a pro rata basis, non-transferable Subscription Rights (“Subscription Rights”) to purchase shares of our common stock. We refer to the offering that is the subject of this prospectus as the “Rights Offering.” In the Rights Offering, you will receive one Subscription Right for each share of common stock owned (including each share of common stock underlying the Eligible Warrants) at 5:00 p.m., New York City Time, on January 10, 2022, the record date of the Rights Offering (the “Record Date”). Holders of Eligible Warrants are entitled to receive Subscription Rights without the exercise of the related warrants (subject to certain beneficial ownership limitations). The holders of our Series B convertible preferred stock, par value $0.01 per share (“Series B Preferred Stock”), have waived their right to receive Subscription Rights.

For each Subscription Right held, you will be entitled to purchase 0.75 shares of common stock (“Basic Subscription Right”) at a subscription price per whole share of [●] (the “Subscription Price”). We will not issue fractional shares in this Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. If the Rights Offering is not fully subscribed and you fully exercise your Subscription Rights, you will be entitled to exercise an over-subscription privilege to purchase additional shares of common stock that are not subscribed for by other Subscription Rights holders under the Rights Offering, such privilege being referred to as the “Over-Subscription Privilege.” Both the Basic Subscription Right and the Over-Subscription Privilege are collectively referred to as the “Subscription Rights.” The Subscription Rights will be a new issue of non-transferable securities with no prior trading market. We do not intend to list the Subscription Rights for trading on any securities exchange or recognized trading system.

The maximum aggregate number of offered shares of common stock listed on this cover page and elsewhere in this prospectus is based on an estimated 4,174,962 shares of common stock and 1,404,648 Eligible Warrants outstanding as of the Record Date.

The Subscription Rights will expire if they are not exercised before 5:00 p.m., New York City Time, on [●], 2022, unless the Rights Offering is extended or earlier terminated by us in our sole discretion (as it may be so extended, or earlier terminated, the “Expiration Date”); provided, however, that we may not extend the Expiration Date by more than 30 calendar days past the original Expiration Date. If you exercise your Subscription Rights, you may revoke such exercise before the Expiration Date by following the instructions herein. If the Expiration Date is extended, you may revoke your exercise of Subscription Rights at any time before 5:00 p.m., New York City Time, on the final Expiration Date as so extended. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable thereafter without interest or deduction.

We intend to enter into a standby purchase agreement (the “Standby Purchase Agreement”) with Peter H. Kamin and certain of his affiliates (“together, the “Investors”), including 3K Limited Partnership (the “Standby Purchaser”), pursuant to which, and subject to the terms and conditions thereof, the Investors will agree to subscribe for their pro rata share of the Rights Offering. We also expect the Standby Purchaser to agree to purchase, in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), all shares of common stock that are offered pursuant to Subscription Rights but not subscribed for at the expiration of the Rights Offering (the “Standby Purchase Commitment”) at a price per whole share equal to the Subscription Price less $0.15. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege.

The Investors as a group beneficially own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock). Upon the closing of the Rights Offering, the Company expects to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. In light of the Standby Purchase Commitment, we anticipate that we will receive aggregate gross proceeds of at least $[●] million if the Rights Offering is completed, whether or not any of the holders, other than the Investors, exercise their Subscription Rights. Pursuant to the Standby Purchase Agreement, we also expect to grant the Investors the right to designate a candidate for our board of directors and will cause our board of directors to appoint such candidate, effective as of the closing of the Standby Purchase Commitment, and to nominate and recommend such candidate for each subsequent election; provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities). After the closing of the Rights Offering, if no other holders exercise their Subscription Rights and the Investors and the Standby Purchaser purchase their committed amount of our common stock, we expect that as a group they will own 59.4% of our common stock outstanding or 30.6% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”) will serve as the information and subscription agent for the Rights Offering (the “Subscription Agent”). The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or terminate the Rights Offering. If you want to participate in this Rights Offering and are the record holder of your shares or Eligible Warrants, we recommend that you submit your subscription documents to the Subscription Agent well before the deadline. If you want to participate in this Rights Offering and hold shares or Eligible Warrants through a broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. For a detailed discussion, see “Description of the Rights Offering.”

Our common stock is currently quoted on the OTCQX market of the OTC Markets Group, Inc. (“OTC”) under the symbol “IDXG.” The common stock to be issued in the Rights Offering, like our existing shares of common stock, will be quoted on the OTCQX market under the same symbol. On December 31, 2021, the last reported sale price of our common stock was $7.47 per share. There is no established public trading market for the Subscription Rights, and we do not intend to list or quote the Subscription Rights on any securities exchange or recognized trading system. You are urged to obtain a current price quote for our common stock before exercising your Subscription Rights.

The exercise of your Subscription Rights and investment in our securities involves a high degree of risk. You should carefully read the Risk Factors beginning on page 17, as well as the risk factors in any document we incorporate by reference into this prospectus before you make a decision as to the exercise of your Subscription Rights.

(1) Assumes full exercise of the Subscription Rights to purchase an estimated 4,184,707 shares, before deducting estimated expenses of approximately $450,800.

Our board of directors is not making any recommendation regarding whether you should exercise your Subscription Rights.

This is not an underwritten offering. The Subscription Rights are being offered directly by us without the services of an underwriter or selling agent.

Upon completion of the Rights Offering, holders of common stock who do not fully exercise their Subscription Rights will own a smaller proportional interest in the Company than if they had timely and fully exercised their Subscription Rights.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We will not be required to issue to you shares of our common stock pursuant to the exercise of Subscription Rights in the Rights Offering if, in our opinion, you are required to obtain prior clearance or approval from any state or federal regulatory authorities to own or control such shares and if, at the time the Rights Offering expires, you have not obtained such clearance or approval.

We reserve the absolute right to reject any subscriptions not properly submitted or the acceptance of which would be unlawful. We are not soliciting, selling or accepting any offers to participate in our Rights Offering in any jurisdictions where such actions are prohibited. No offers to purchase any shares of our common stock are made to Subscription Rights holders who are residents of such jurisdictions, and we will not sell or accept offers for the purchase of our common stock from such Subscription Rights holders. The distribution of the Subscription Rights and the offer and sale of the shares of common stock issuable upon exercise of the Subscription Rights is not registered or otherwise qualified in California. Accordingly, the Rights Offering is not available to residents of California.

We intend to issue the shares of common stock to each subscriber by book-entry credit as soon as practicable after completion of the Rights Offering; however, there may be a delay between the Expiration Date and the date and time that the shares are issued and delivered to you or your nominee, as applicable.

The date of this prospectus is                                             , 2022.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any prospectus supplement or free-writing prospectus or any amendment hereto or thereto. We have not authorized anyone to provide you with additional or different information from that contained in this prospectus or in any prospectus supplement or free-writing prospectus or any amendment hereto or thereto. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus regardless of the time of delivery of this prospectus or any exercise of the Subscription Rights. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read carefully the entirety of this prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus and any applicable prospectus supplement, before making an investment decision.

As permitted under the rules of the U.S. Securities and Exchange Commission, or the “SEC,” this prospectus incorporates important business information about Interpace Biosciences, Inc. that is contained in documents that we file with the SEC, but that is not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov, as well as from other sources. See the sections in this prospectus under the captions “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC. The exhibits to the registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase our securities, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

The distribution of this prospectus and the Rights Offering and the sale of our securities in certain jurisdictions may be restricted by law. This prospectus does not constitute an offer of, or a solicitation of an offer to buy, any of our securities in any jurisdiction in which such offer or solicitation is not permitted. No action is being taken in any jurisdiction outside the United States to permit an offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

References in this prospectus to “Interpace,” the “Company,” “we,” “us,” “our,” or “its,” unless the context otherwise requires, refer to Interpace Biosciences, Inc., a Delaware corporation, together with its consolidated subsidiaries, and references in this prospectus to the “Board of Directors” or “Board,” unless the context otherwise requires, refer to the Board of Directors of Interpace Biosciences, Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements,” as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995. These “forward-looking statements” are not based on historical fact and involve assessments of certain risks, developments, and uncertainties in our business looking to the future. Such forward-looking statements can be identified by the use of terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “intend,” “continue,” or “believe,” or the negatives or other variations of these terms or comparable terminology. Forward-looking statements may include projections, forecasts, or estimates of future performance and developments. Forward-looking statements contained in this prospectus are based upon assumptions and assessments that we believe to be reasonable as of the date of this prospectus. Whether those assumptions and assessments will be realized will be determined by future factors, developments, and events, which are difficult to predict and may be beyond our control. Actual results, factors, developments, and events may differ materially from those we assumed and assessed. Risks, uncertainties, contingencies, and developments, including those identified in the “Risk Factors” section of this prospectus and in our most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and other filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), incorporated by reference herein, could cause our future operating results to differ materially from those set forth in any forward-looking statement. We cannot assure you that any such forward-looking statement, projection, forecast or estimate contained can be realized or that actual returns, results, or business prospects will not differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.

QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING

The following are examples of what we anticipate will be common questions about the Rights Offering. The answers are based on selected information from this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. This prospectus contains more detailed descriptions of the terms and conditions of the Rights Offering and provides additional information about us and our business, including potential risks related to the Rights Offering, our common stock and our business.

Why are we conducting the Rights Offering?

The purpose of the Rights Offering is to increase our liquidity position, to fund our anticipated internal and external growth through potential strategic investments and partnerships, including product line acquisitions, and for general corporate and working capital purposes. See “Use of Proceeds.”

What is the Rights Offering?

We are distributing, at no charge and on a pro rata basis, to all holders of our common stock and holders of Eligible Warrants as of the Record Date, non-transferable Subscription Rights to purchase shares of common stock. In the Rights Offering, you will receive one Subscription Right for each share of common stock (including each share of common stock underlying the Eligible Warrants) owned at 5:00 p.m., New York City Time, on the Record Date. For each Subscription Right held, you will receive one Basic Subscription Right to purchase 0.75 shares of common stock at the Subscription Price of $[●] per whole share and an Over-Subscription Privilege to subscribe for additional shares at the Subscription Price. We will not issue fractional shares in this Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. Holders of Eligible Warrants are entitled to receive Subscription Rights without the exercise of the related warrants (subject to certain beneficial ownership limitations).

The common stock to be issued in the Rights Offering, like our existing shares of common stock, will be quoted on the OTCQX market of the OTC under the symbol “IDXG” and will not be listed for trading on a national securities exchange. The Subscription Rights to be issued in the Rights Offering will not be listed for trading or quoted on any securities exchange or recognized trading system.

The maximum aggregate number of offered shares of common stock listed on the cover page and elsewhere in this prospectus is based on an estimated 4,174,962 shares of common stock and 1,404,648 Eligible Warrants outstanding as of the Record Date.

The Subscription Rights will expire if they are not exercised before 5:00 p.m., New York City Time, on the Expiration Date unless the Rights Offering is extended or earlier terminated by us in our sole discretion; provided, however, that we may not extend the Expiration Date by more than 30 calendar days past the original Expiration Date. We will not be required to issue additional shares of common stock to you if the Subscription Agent receives your Subscription Rights certificate or your subscription payment after that time.

What is the Basic Subscription Right?

Each Subscription Right gives the holder the opportunity to purchase 0.75 shares of our common stock at the Subscription Price of $[●] per whole share. Each holder as of 5:00 p.m., New York City time, on the Record Date, will be granted one (1) Subscription Right for each share of our common stock owned (or underlying the Eligible Warrants) at that time. Each Subscription Right carries with it a Basic Subscription Right and an Over-Subscription Privilege, as described below.

Is there an Over-Subscription Privilege?

Yes. If, and only if, you fully exercise your Basic Subscription Rights, you will also be able to exercise an Over-Subscription Privilege, which will allow you to purchase additional shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to the availability and pro rata allocation of shares among stockholders and Eligible Warrant holders exercising this Over-Subscription Privilege. You must state your intention to exercise your Over-Subscription Privilege at the same time that you exercise your Basic Subscription Rights. The shares sold through the Over-Subscription Privilege will be sold at the same Subscription Price applicable to the Basic Subscription Rights. See the section in this prospectus under the caption “Description of the Rights Offering—Pro Rata Allocation.”

What if there is an insufficient number of shares to satisfy the Over-Subscription Privilege requests?

If there is an insufficient number of shares of our common stock available to fully satisfy all of the Over-Subscription Privilege requests, holders who exercise their Over-Subscription Privilege will receive the available shares pro rata based on the number of shares each holder has subscribed for under the Over-Subscription Privilege. Any excess subscription payments will be returned by mail, without interest or deduction, within ten (10) business days after the expiration of the Rights Offering.

How do I exercise my Subscription Rights?

If you are a record holder of our common stock or a holder of an Eligible Warrant, the number of shares you may purchase pursuant to your Subscription Rights is indicated on the enclosed Subscription Rights Certificate. If you wish to participate in the Rights Offering, you must deliver to the Subscription Agent, prior to the Expiration Date, all of the following, which the Subscription Agent must receive (and funds must clear) before 5:00 p.m., New York City Time, on [●], 2022, which is [●] [●] calendar days after the anticipated effective date of this prospectus:

If you cannot deliver your Subscription Rights Certificate to the Subscription Agent before 5:00 p.m., New York City Time, on the Expiration Date, you may use the procedures for guaranteed delivery as described in “Description of the Rights Offering—Guaranteed Delivery Procedures.”

If you are a beneficial owner of shares of our common stock or Eligible Warrants that are registered in the name of a broker, dealer, bank or other nominee, you will not receive a Subscription Rights Certificate. Instead, we will issue one Subscription Right to such nominee record holder for each share of our common stock held (including the shares underlying the Eligible Warrants) by such nominee at the Record Date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares in the Rights Offering and follow the instructions provided by your nominee. See “Description of the Rights Offering—Exercise of Subscription Rights.”

If you exercise your Subscription Rights, you may revoke such exercise before 5:00 p.m., New York City Time, on the Expiration Date by following the instructions herein. If the Expiration Date is extended, you may revoke your exercise of Subscription Rights at any time before 5:00 p.m., New York City Time, on the final Expiration Date as so extended. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable thereafter without interest or deduction.

Will the Subscription Rights be listed or quoted?

No. We do not intend to list or quote the Subscription Rights on any securities exchange or recognized trading system.

What effect will the Rights Offering have on our outstanding common stock?

Based on an estimated 4,174,962 shares of common stock outstanding as of the Record Date, assuming no other transactions involving our common stock prior to the expiration of the Rights Offering, we expect to have a minimum of approximately 8,359,669 shares of our common stock issued and outstanding following the completion of the Rights Offering (including the Standby Purchase Commitment, if necessary). The minimum number of shares of common stock that we will issue in this Rights Offering assumes that the Investors fully subscribe for all of the shares offered for purchase under their Basic Subscription Privilege in the Rights Offering and no other holders exercise their Subscription Rights, with all of the shares of common stock that are offered pursuant to Subscription Rights but not subscribed for at the expiration of the Rights Offering being issued pursuant to the Standby Purchase Commitment.

How was the Subscription Price determined?

The Subscription Price of $[●] per share was determined by the Pricing Committee of the Board of Directors (the “Pricing Committee”) in its sole discretion. In making its determination, the Pricing Committee considered many factors, including, but not limited to: (i) a discount to the recent closing prices for our common stock preceding the commencement of the Rights Offering and the price at which our stockholders might be willing to participate in the Rights Offering, (ii) the amount of proceeds desired to achieve our financing goals, (iii) potential market conditions, (iv) historical and current trading prices for our common stock, and (v) the negotiations with the Investors, including the Standby Purchaser, and holders of our Series B Preferred Stock regarding the Rights Offering and the Standby Purchase Commitment.

The Subscription Price was not determined on the basis of any investment bank or third-party valuation that was commissioned by us. The Subscription Price does not bear any particular relationship to the book value of our assets, past operations, cash flows, losses, financial condition or other criteria for ascertaining value. You should not consider the Subscription Price as an indication of the value of our company or any inherent value of shares of our common stock. The Board of Directors reserves the right, exercisable in its sole discretion, to change the Subscription Price or determine to cancel or otherwise alter the terms of the Rights Offering. After the date of this prospectus, our common stock may trade at prices below the Subscription Price. You should obtain a current price quote for our common stock before exercising your Subscription Rights and make your own assessment of our business and financial condition, our prospects for the future and the terms of this Rights Offering.

Am I required to exercise all of the Subscription Rights I receive in the Rights Offering?

No. You may exercise your Subscription Rights in part. For each Basic Subscription Right held, you will be entitled to purchase 0.75 shares of common stock at the Subscription Price. You must, however, exercise your full Basic Subscription Rights to be entitled to exercise the Over-Subscription Privilege. If you do not exercise any Subscription Rights, the number of shares of our common stock you own will not change, and you will not receive any additional shares of common stock. However, if you choose not to exercise your Subscription Rights in full, and we successfully complete the Rights Offering, including the sale to the Standby Purchaser of any unsubscribed shares upon expiration of the Rights Offering, your proportionate ownership interest in our company will decrease.

How soon must I act to exercise my Subscription Rights?

If you received a Subscription Rights Certificate and elect to exercise any or all of your Subscription Rights, the Subscription Agent must receive your completed and signed Subscription Rights Certificate and payment for the Subscription Rights you elect to exercise before the Rights Offering expires on [●], 2022 at 5:00 p.m., New York City Time. If you hold your shares of common stock or Eligible Warrants in the name of a broker, dealer, bank or other nominee, your nominee may establish a deadline before the expiration of the Rights Offering by which you must provide it with your instructions to exercise your Subscription Rights, along with the required subscription payment.

May I transfer my Subscription Rights?

No. You may not sell, transfer or assign your Subscription Rights to anyone. The Subscription Rights will not be quoted on the OTCQB or listed for trading on any stock exchange or market. The Subscription Rights Certificates may only be completed by the holder who receives them.

Are we requiring a minimum subscription to complete the Rights Offering?

No. There is no aggregate minimum we must receive to complete the Rights Offering. However, pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them. We also expect the Standby Purchaser to agree to purchase from us, upon expiration of the Rights Offering, all of the shares offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege.

Do any directors, officers, or principal stockholders have an interest in the Rights Offering?

All holders of our common stock and holders of Eligible Warrants as of the Record Date for the Rights Offering will receive, at no charge, non-transferable Subscription Rights to purchase additional shares of common stock as described in this prospectus. To the extent that our directors and officers hold shares of our common stock as of the Record Date, they will receive the Subscription Rights and, while they are under no obligation to do so, will be entitled to participate in the Rights Offering.

Pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them. We also expect the Standby Purchaser to agree to purchase from us, upon expiration of the Rights Offering, all of the shares offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege.

The Investors as a group are one of our largest stockholders and beneficially own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock). Upon the closing of the Standby Purchase Commitment, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. We also intend to grant the Investors the right to designate a candidate for our board of directors and cause our board of directors to appoint such candidate, effective as of the closing of the Standby Purchase Commitment, and to nominate and recommend such candidate for each subsequent election; provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities). After the closing of the Rights Offering, if no other holders exercise their Subscription Rights and the Investors and the Standby Purchaser purchase their committed amount of our common stock, we expect that as a group they will own 59.4% of our common stock outstanding or 30.7% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

Other than as described, our officers, directors and principal stockholders have no interests in the Rights Offering different than our other stockholders, and we have not otherwise received any indication from any of our directors, officers or other stockholders as to whether they plan to subscribe for shares of common stock in the Rights Offering. The holders of shares of our Series B Preferred Stock, 1315 Capital II, L.P. (“1315 Capital”) and Ampersand Capital Partners (“Ampersand”), have waived their right to participate in the Rights Offering in their capacities as such.

Why is 3K Limited Partnership acting as Standby Purchaser for the Rights Offering?

Our objective is to raise $[●] million in gross proceeds from the Rights Offering. In the event that holders do not exercise all of the Subscription Rights, we would fall short of that objective. We therefore intend to enter into the Standby Purchase Agreement with the Investors to ensure we will receive at least $[●] million in gross proceeds from the Rights Offering. Upon the closing of the Standby Purchase Commitment, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. The Standby Purchaser will be obligated to purchase all of the remaining shares of common stock offered pursuant to Subscription Rights but not subscribed for at the expiration of the Rights Offering pursuant to the Standby Purchase Commitment at a price per whole share equal to the Subscription Price less $0.15.

Pursuant to the Standby Purchase Agreement, the Investors will have the right to designate a candidate for our board of directors and the Company has agreed to cause its board of directors to appoint such candidate to the board of directors, effective as of the closing of the Standby Purchase Commitment, and nominate and recommend such candidate for each subsequent election; provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities). After the closing of the Rights Offering, if no other holders exercise their Subscription Rights and the Investors and the Standby Purchaser purchase their committed amount of our common stock, we expect that as a group they will own 59.4% of our common stock outstanding or 30.7% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

How many shares will the Investors own after the Rights Offering?

The Investors as a group are one of our largest stockholders and beneficially own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

After giving effect to the Rights Offering and the Standby Purchase Commitment, we expect to issue a minimum of approximately 4,184,707 shares of common stock in the aggregate, as a result of which we will have a minimum of approximately 8,359,669 shares of common stock issued and outstanding following the Rights Offering and the Standby Purchase Commitment (assuming no holders besides the Investors exercise their Subscription Rights). If all the shares available in this Rights Offering are sold pursuant to the exercise of Subscription Rights, the Investors as a group would continue to beneficially own approximately 18.7% of our combined issued and outstanding common stock assuming no other shares of common stock are issued. If none of our stockholders or holders of Eligible Warrants as of the Record Date purchase shares of common stock in the Rights Offering other than the Investors pursuant to their Basic Subscription Rights, then the Standby Purchaser will purchase, pursuant to the Standby Purchase Agreement, all of the remaining shares of common stock offered pursuant to Subscription Rights that remained unsubscribed for in the Rights Offering and the Investors as a group would own approximately 59.4% of our issued and outstanding common stock or 30.7% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock), assuming no other shares of common stock are issued.

Pursuant to the Standby Purchase Agreement, we expect to grant the Investors the right to designate a candidate for our board of directors and have agreed to cause our board of directors to appoint such candidate, effective as of the closing of the Standby Purchase Commitment, and nominate and recommend such candidate for each subsequent election; provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities).

In view of the Investors’ expected right to designate a member of our board of directors and the large percentage of our common stock currently owned by the Investors, together with the shares of common stock acquired by them pursuant to the Rights Offering and the Standby Purchase Commitment (if any), we expect the Investors will continue to have the ability to exert significant influence over our management and policies.

How does the Standby Purchase Commitment by the Standby Purchaser work?

Subject to certain conditions and pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them and, additionally, upon expiration of the Rights Offering, we expect the Standby Purchaser to agree to purchase from us, at a price per whole share equal to the Subscription Price less $0.15, all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege. If all the shares available in this Rights Offering are sold pursuant to the exercise of Subscription Rights, there will be no unsubscribed shares, and no excess shares will be sold to the Standby Purchaser pursuant to the Standby Purchase Agreement. Please see “The Standby Purchase Agreement” for further information, including conditions to the obligation of the Investors to consummate the transactions contemplated by the Standby Purchase Agreement.

Is the Standby Purchaser receiving any fees for the Standby Purchase Commitment?

Yes. Upon the closing of the Standby Purchase Commitment, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. The Standby Purchaser will also be entitled to a discount of $0.15 per whole share from the Subscription Price for each share of common stock purchased pursuant to the Standby Purchase Commitment. In addition, we expect to reimburse the Standby Purchaser for its reasonable legal and out-of-pocket expenses, whether or not the Rights Offering is completed.

Has the Board of Directors made a recommendation holders of Subscription Rights regarding the Rights Offering?

No. Neither our Board of Directors nor our management has made any recommendation regarding your exercise of the Subscription Rights. Subscription Rights holders who exercise Subscription Rights and receive additional shares of our common stock will incur investment risk on new money invested. We cannot predict the price at which our shares of common stock will trade and, therefore, cannot assure you that the market price for our common stock before, during or after the Rights Offering will be above the Subscription Price, or that anyone purchasing additional shares of common stock at the Subscription Price will be able to sell the shares of common stock in the future at a price equal to or greater than the Subscription Price. You are urged to make your decision to invest based on your own assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering, the information in this prospectus and other information relevant to your circumstances. Before you exercise your Subscription Rights to purchase additional shares of common stock, you should be aware that there are risks associated with your investment, and you should carefully read and consider risks described in the section captioned “Risk Factors,” together with all of the other information included in this prospectus and the documents incorporated by reference herein.

How do I exercise my Subscription Rights?

If you are a stockholder of record (meaning you hold your shares of our common stock in your name and not through a broker, dealer, bank or other nominee) or the holder of record of an Eligible Warrant and you wish to participate in the Rights Offering, you must deliver a properly completed and signed Subscription Rights Certificate, together with full payment of the Subscription Price for the shares of common stock subscribed for, to the Subscription Agent before 5:00 p.m., New York City Time, on the Expiration Date. If you are exercising your Subscription Rights through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents and full payment for the shares of common stock subscribed for in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. You must pay for your Over-Subscription Privilege shares at the time you exercise your Basic Subscription Rights; provided, that, to the extent you are not allocated all requested shares pursuant to the Over-Subscription Privilege, any excess funds will be returned to you, without interest.

What if my shares are held in “street name”?

If you hold your shares of our common stock or an Eligible Warrant in the name of a broker, dealer, bank or other nominee, then your broker, dealer, bank, or other nominee is the record holder of the shares or Eligible Warrants you beneficially own. The record holder must exercise the Subscription Rights on your behalf. Therefore, you will need to have your record holder act for you.

If you wish to participate in the Rights Offering and purchase shares of common stock, please promptly contact the record holder of your shares or Eligible Warrants. We will ask the record holder, who may be your broker, dealer, bank, or other nominee, to notify you of the Rights Offering.

What form of payment is required?

Payments must be made in full in U.S. currency by:

Payment received after 5:00 p.m., New York City Time, on the Expiration Date will not be honored, and, in such event, the Subscription Agent will return your payment to you, without interest or deduction, as soon as practicable.

If you elect to exercise your Subscription Rights, you should consider using a wire transfer or certified check drawn on a U.S. bank to ensure that the Subscription Agent receives your funds before the Rights Offering expires. If you send a personal check, payment will not be deemed to have been received by the Subscription Agent until the check has cleared. The clearinghouse may require five or more business days to clear a personal check. Accordingly, holders who wish to pay the Subscription Price by means of a personal check should make payment sufficiently in advance of the expiration of the Rights Offering to ensure that the payment is received and clears by the Expiration Date. If you send a wire directly to the Subscription Agent’s account, payment will be deemed to have been received by the Subscription Agent immediately upon receipt of such wire transfer. If you send a certified check, payment will be deemed to have been received by the Subscription Agent immediately upon receipt of such instrument.

The method of payment of the subscription payment to the Subscription Agent will be at the risk of the holders of Subscription Rights. If sent by mail, we recommend that you send those certificates and payments by registered mail, properly insured, with return receipt requested, or by overnight courier, and that you allow a sufficient number of days to ensure delivery to the Subscription Agent and clearance of payment before the Rights Offering expires.

If you send a payment that is insufficient to purchase the number of shares of common stock you requested, or if the number of shares of common stock you requested is not properly specified, then the funds will be applied to the exercise of Subscription Rights only to the extent of the payment actually received by the Subscription Agent. If you deliver subscription payments in a manner different than that described in this prospectus, then we may not honor the exercise of your Subscription Rights. You must pay for your Over-Subscription Privilege shares at the time you exercise your Basic Subscription Rights; provided, that, to the extent you are not allocated all requested shares pursuant to the Over-Subscription Privilege, any excess funds will be returned to you, without interest.

You should read the instruction letter accompanying the Subscription Rights Certificate carefully and strictly follow it. DO NOT SEND SUBSCRIPTION RIGHTS CERTIFICATES OR PAYMENTS DIRECTLY TO US.

When will I receive my new shares of common stock?

We intend to issue the shares of common stock in book-entry, or uncertificated, form to each subscriber as soon as practicable after completion of the Rights Offering; however, there may be a delay between the Expiration Date and the date and time that the shares are issued and delivered to you or your nominee, as applicable. We will issue the shares in book-entry, or uncertificated, form to each subscriber; we will not issue any stock certificates. If you are the holder of record of our common stock or the holder of an Eligible Warrant, you will receive a direct registration, or DRS, account statement from our transfer agent, American Stock Transfer & Trust Company, LLC, reflecting ownership of the shares of common stock that you have purchased in the Rights Offering. If you hold your shares of common stock or your Eligible Warrants in the name of a broker, dealer, bank, or other nominee who uses the services of the DTC, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering. You may request a statement of ownership from the nominee following the completion of the Rights Offering.

After I send in my payment and the Subscription Rights Certificate is submitted (either by me or my nominee) to the Subscription Agent, may I cancel my exercise of Subscription Rights?

Yes. If you exercise your Subscription Rights, you may revoke such exercise before 5:00 p.m., New York City Time, on the Expiration Date by following the instructions herein. If the Expiration Date is extended, you may revoke your exercise of Subscription Rights at any time before 5:00 p.m., New York City Time, on the final Expiration Date as so extended. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable thereafter without interest or deduction. See the section in this prospectus under the caption “The Rights Offering—Revocation Rights.”

How much will we receive from the Rights Offering?

Assuming all of the 4,184,707 shares of common stock offered hereby are sold in the Rights Offering based on the combined exercise of the Basic Subscription Rights and Over-Subscription Privilege, we estimate that the net proceeds from the Rights Offering will be approximately $[●] million, based on a Subscription Price of $[●] per share and after deducting other expenses payable by us. Assuming only the Investors purchase their pro rata shares of common stock at a Subscription Price of $[●] per share (and no holders exercise their Over-Subscription Privilege in the Rights Offering) and assuming completion of the Standby Purchase Commitment for all the shares of common stock offered pursuant to Subscription Rights but not subscribed for upon expiration of the Rights Offering at a price per whole share equal to the Subscription Price less $0.15, we estimate that the net proceeds from the Rights Offering and Standby Purchase Commitment will be approximately $[●] million after deducting estimated expenses payable by us.

We intend to use the net proceeds from the Rights Offering to increase our liquidity position, to fund our anticipated internal and external growth through potential strategic investments and partnerships, including product line acquisitions, and for working capital and general corporate purposes. We cannot specify with certainty the particular uses of the net proceeds stated above, and our allocation of the proceeds may change depending on the success of our planned initiatives. See “Use of Proceeds” in this prospectus.

Are there risks in exercising my Subscription Rights?

Yes. The exercise of your Subscription Rights involves risks. Exercising your Subscription Rights involves the purchase of additional shares of our common stock, and you should consider this investment as carefully as you would consider any other investment. The market price of our common stock may not exceed the Subscription Price, and the market price of our common stock may decline during or after the Rights Offering. You may not be able to sell shares of our common stock acquired in the Rights Offering at a price equal to or greater than the Subscription Price. Before you exercise your Subscription Rights to purchase additional shares of common stock, you should be aware that there are risks associated with your investment, and you should carefully read and consider risks described in the section captioned “Risk Factors,” together with all of the other information included in this prospectus and the documents incorporated by reference herein.

Are there any conditions to the completion of the Rights Offering?

No. There are no conditions to the completion of the Rights Offering.

Can the Board of Directors terminate or extend the Rights Offering?

Yes. Our Board of Directors may decide to terminate the Rights Offering at any time and for any reason before the expiration of the Rights Offering. We also have the right to extend the Rights Offering for additional periods in our sole discretion; provided, however, that we may not extend the Expiration Date of the Rights Offering by more than 30 days past the original Expiration Date. We do not presently intend to extend the Rights Offering. We will notify the public if the Rights Offering is extended by issuing a press release announcing the extension no later than 9:00 a.m., New York City Time, on the next business day after the most recently announced expiration date of the Rights Offering. If we terminate the Rights Offering, we will issue a press release notifying the public of the termination within one business day of such termination.

If the Rights Offering is not completed or is terminated, will my Subscription Payment be refunded to me?

Yes. The Subscription Agent will hold funds received in payment for shares in a segregated account pending completion of the Rights Offering. The Subscription Agent will hold this money until the Rights Offering is completed or terminated. To the extent you properly exercise your Subscription Rights for an amount of shares that exceeds the number of unsubscribed shares available to you, any excess Subscription Payments will be returned to you as soon as practicable after the expiration of the Rights Offering, without interest or penalty. If we do not complete the Rights Offering, all Subscription Payments received by the Subscription Agent will be returned as soon as practicable after the termination or expiration of the Rights Offering, without interest or deduction. If you own shares in “street name,” it may take longer for you to receive any refund of your Subscription Payment because the Subscription Agent will return payments through the record holder of your shares.

How do I exercise my Subscription Rights if I live outside the United States or in California?

The Subscription Agent will hold Subscription Rights Certificates for stockholders or holders of Eligible Warrants having addresses outside the United States. To exercise Subscription Rights, non-U.S. stockholders must notify the Subscription Agent and timely follow other procedures described in the section entitled “The Rights Offering—Regulatory Limitations; No Offer Made to California Residents; No Unlawful Subscriptions.”

The distribution of the Subscription Rights and the offer and sale of the shares of common stock issuable upon the exercise of Subscription Rights is not registered or otherwise qualified in California. Accordingly, the Rights Offering is not available to residents of California.

What fees or charges apply if I exercise my Subscription Rights?

We are not charging any fees or sales commission to issue Subscription Rights to you or to issue the shares of common stock to you if you exercise your Subscription Rights. If you exercise your Subscription Rights through a broker, dealer, bank or other nominee, you are responsible for paying any fees your broker, dealer, bank or other nominee may charge you.

What are the U.S. federal income tax consequences of receiving and/or exercising my Subscription Rights?

Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects, for U.S. federal income tax purposes, we believe and intend to take the position that you generally should not recognize income or loss in connection with the receipt or exercise of Subscription Rights in the Rights Offering. You should consult your tax advisor as to the tax consequences of the Rights Offering to you in light of your particular circumstances. For a detailed discussion, see “Material U.S. Federal Income Tax Considerations.”

To whom should I send my forms and payment?

If your shares of common stock or Eligible Warrants are held in the name of a broker, dealer, bank or other nominee, then you should send your subscription documents and Subscription Payment to that broker, dealer, bank or other nominee.

If you are the record holder of your shares of common stock or an Eligible Warrant, then you should send your subscription documents, Subscription Rights Certificate, notice of guaranteed delivery (if applicable) and Subscription Payment to the Subscription Agent by hand delivery, first class mail or courier service to:

You or, if applicable, your nominee are solely responsible for completing delivery to the Subscription Agent of your subscription documents, Subscription Rights Certificate, notice of guaranteed delivery (if applicable) and Subscription Payment. You should allow sufficient time for delivery of your subscription materials to the Subscription Agent and clearance of payment before the expiration of the Rights Offering at 5:00 p.m., New York City Time, on the Expiration Date.

Whom should I contact if I have other questions?

If you have other questions or need assistance, please contact the Subscription Agent, Broadridge Corporate Issuer Solutions, Inc., at (888) 789-8409 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com.

RISK FACTORS

Exercising your Subscription Rights and investing in our common stock involves risks. Before making an investment decision, you should carefully consider the risks and uncertainties described under the section captioned “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on April 1, 2021, as amended on April 29, 2021 and August 20, 2021, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 11, 2021, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Commission on August 11, 2021, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 10, 2021, each of which is incorporated by reference in this prospectus, together with all of the information contained in this prospectus and documents incorporated by reference herein. We caution you that the risks and uncertainties we have described, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements.

Risks Related to the Rights Offering

Your interest in us may be diluted as a result of the Rights Offering.

In the Rights Offering, our stockholders and holders of Eligible Warrants will receive one non-transferable Subscription Right for each outstanding share of common stock owned (and each share of common stock underlying the Eligible Warrants) as of the Record Date, and each Subscription Right shall entitle the holder to purchase 0.75 shares of common stock. We do not intend to apply to list the Subscription Rights for trading on any securities exchange or any other market.

Holders who do not fully exercise their Subscription Rights should expect that they will, at the completion of Rights Offering and the Standby Purchase Commitment, own a smaller proportional interest in us than would otherwise be the case had they fully exercised their Subscription Rights. After giving effect to the Rights Offering and the Standby Purchase Commitment, assuming no holders besides the Investors exercise their Subscription Rights and no other transactions involving the issuance of our common stock prior to the expiration of the Rights Offering, we will have a minimum of approximately 8,359,669 shares of common stock outstanding, representing a 100% increase in the outstanding shares (or approximately 4,184,707 shares).

Further, because the price per share being offered may be substantially higher than the net tangible book value per share of our common stock, you may suffer substantial dilution in the net tangible book value of the common stock you purchase in the Rights Offering. If you purchase additional shares of common stock in this offering at the Subscription Price, you may suffer immediate and substantial dilution in the net tangible book value of the common stock. See “Dilution” in this prospectus for a more detailed discussion of the dilution which may incur in connection with this Rights Offering.

The Subscription Rights are non-transferable, and thus there will be no market for them.

You may not sell, transfer or assign your Subscription Rights to anyone else. We do not intend to list the Subscription Rights on any securities exchange or any other trading market. Because the Subscription Rights are non-transferable, there is no market or other means for you to directly realize any value associated with them.

The Rights Offering may cause the price of our common stock to decline and it may not recover for a substantial period of time or at all.

The Subscription Price, together with the number of shares of our common stock we propose to issue and ultimately will issue as a result of the Rights Offering (including the Standby Purchase Commitment), may result in an immediate decrease in the market value of our common stock. This decrease may continue after the completion of the Rights Offering and the Standby Purchase Commitment. If the market price of our common stock falls below the Subscription Price, participants in the Rights Offering will have committed to buy shares of common stock at a price greater than the prevailing market price. Further, if the holders of shares received upon exercise of their Subscription Rights choose to sell some or all of those shares, the resulting sales could depress the market price of our common stock. We cannot assure you that the market price of our shares of common stock will not decline prior to the Expiration Date or that, after shares of our common stock are issued upon exercise of Subscription Rights, a subscribing rights holder will be able to sell shares of our common stock acquired in the Rights Offering at a price greater than or equal to the Subscription Price.

Our common stock price may be even more volatile as a result of the Rights Offering.

Historically, the market price of our common stock has fluctuated over a wide range for a variety of reasons, including company-specific factors and global and industry-wide conditions and events. In the future, the value of our common stock may be impacted by our operating performance, ability to control expenses, results or business prospects.

In addition, the price of the common stock that will prevail in the market after the Rights Offering may be higher or lower than the Subscription Price depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. Financings that may be available to us under current market conditions frequently involve sales at prices below the prices at which our common stock currently trades on the OTC, as well as the issuance of warrants or convertible equity that require exercise or conversion prices that are calculated in the future at a discount to the then market price of our common stock.

We cannot assure you that the trading price of our common stock will not decline after you elect to exercise your Subscription Rights. If that occurs, you may have committed to buy shares of common stock in the Rights Offering at a price greater than the prevailing market price and could have an immediate unrealized loss. Moreover, we cannot assure you that, following the exercise of your Subscription Rights, you will be able to sell your common stock at a price equal to or greater than the Subscription Price, and you may lose all or part of your investment in our common stock. Until shares of common stock are delivered upon expiration of the Rights Offering, you will not be able to sell the shares of our common stock that you purchase in the Rights Offering. Shares of our common stock purchased in the Rights Offering will be issued as soon as practicable after the Rights Offering has expired and payment for the shares of common stock subscribed for has cleared. We will not pay you interest on funds delivered to the Subscription Agent pursuant to your exercise of Subscription Rights.

The Subscription Price determined for this Rights Offering is not an indication of the fair value of our common stock.

The Subscription Price of [●] per share was determined by the Pricing Committee in its sole discretion. In making its determination, the Pricing Committee considered many factors, including, but not limited to, a discount to the recent closing prices for our common stock preceding the initiation of the Rights Offering and the price at which our holders of Subscription Rights might be willing to participate in the Rights Offering, the amount of proceeds desired to achieve our financing goals, potential market conditions, historical and current trading prices for our common stock, and the negotiations with the Investors, including the Standby Purchaser, and holders of our Series B Preferred Stock regarding the Rights Offering and the Standby Purchase Commitment. No valuation consultant or investment banker has opined upon the fairness or adequacy of the Subscription Price. The Subscription Price is not intended to bear any relationship to the book value of our assets or our past operations, cash flows, losses, financial condition, net worth, or any other established criteria used to value securities. You should not consider the Subscription Price to be an indication of the value of our company or the fair value of our common stock offered in the Rights Offering. After the date of this prospectus, our common stock may trade at prices below the Subscription Price.

We may use the proceeds of the Rights Offering in ways with which you may disagree.

We expect to use the net proceeds from the Rights Offering to increase our liquidity position, to fund our anticipated internal and external growth through potential strategic investments and partnerships, including product line acquisitions, and for working capital and general corporate purposes. We will have significant discretion in the use of the net proceeds of the Rights Offering, and it is possible that we may allocate the proceeds differently than you desire, or that we will fail to maximize our return on these proceeds. You will be relying on the judgment of our management with regard to the use of the proceeds from the Rights Offering, and you will not have the opportunity, as part of your investment decision, to assess whether you believe the proceeds are being used appropriately. See “Use of Proceeds” in this prospectus.

We may amend or modify the terms of the Rights Offering at any time before the expiration of the Rights Offering in a way that could adversely affect your investment.

Our Board of Directors reserves the right to amend or modify the terms of the Rights Offering. The amendments or modifications may be made for any reason and may adversely affect your Subscription Rights. These changes may include, for example, changes to the Subscription Price or other matters that may induce greater participation in the Rights Offering. If we make any fundamental change to the terms of the Rights Offering after the date of this prospectus, we will file a post-effective amendment to the registration statement of which this prospectus forms a part and offer subscribers the opportunity to cancel their subscriptions. In such event, we will issue refunds of the Subscription Payment to each holder of Subscription Rights subscribing to purchase shares of common stock in the Rights Offering and recirculate an amended prospectus after the post-effective amendment is declared effective by the SEC. If we extend the Expiration Date in connection with any post-effective amendment, we will allow holders of Subscription Rights a reasonable period of additional time to make new investment decisions on the basis of the new information set forth in the prospectus that will form a part of the post-effective amendment. In such event, we will issue a press release announcing the changes to the Rights Offering and the new Expiration Date. Even if an amendment does not rise to the level that is fundamental and would thus require us to offer to return your Subscription Payment, the amendment may nonetheless adversely affect your rights and any prospective return on your investment.

If we terminate the Rights Offering for any reason, we will have no obligation other than to return Subscription Payments as soon as practicable.

We may decide, in our sole discretion and for any reason, to cancel or terminate the Rights Offering at any time prior to the Expiration Date. If this offering is cancelled or terminated, we will have no obligation with respect to Subscription Rights that have been exercised except to return as soon as practicable, without interest or deduction, all Subscription Payments deposited with the Subscription Agent. If we terminate this Rights Offering and you have not exercised any Subscription Rights, such Subscription Rights will expire and be worthless.

If you do not act on a timely basis and follow subscription instructions, your exercise of Subscription Rights may be rejected.

Holders of Subscription Rights who desire to purchase shares of common stock in this Rights Offering must act on a timely basis to ensure that all required forms and payments are actually received by the Subscription Agent before 5:00 p.m., New York City Time, on the Expiration Date. If you are a beneficial owner of shares of common stock or the holder of an Eligible Warrant and you wish to exercise your Subscription Rights, you must act promptly to ensure that your broker, dealer, bank, trustee or other nominee acts for you and that all required forms and payments are actually received by your broker, dealer, bank, trustee or other nominee in sufficient time to deliver such forms and payments to the Subscription Agent to exercise the Subscription Rights granted in this Rights Offering that you beneficially own before 5:00 p.m., New York City Time, on the Expiration Date, as the same may be extended. We will not be responsible if your broker, dealer, bank, trustee or other nominee fails to ensure that all required forms and payments are actually received by the Subscription Agent before 5:00 p.m., New York City Time, on the Expiration Date.

If you fail to complete and sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the subscription procedures that apply to your exercise of Subscription Rights in this Rights Offering, the Subscription Agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the Subscription Agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

If you make payment of the Subscription Price by personal check, your check may not clear in sufficient time to enable you to purchase shares of common stock in the Rights Offering.

Any personal check used to pay for the shares of common stock to be issued in this Rights Offering must clear prior to the Expiration Date, and the clearing process may require five or more business days. If you choose to exercise your Subscription Rights, in whole or in part, and to pay for the shares of common stock by personal check and your check has not cleared prior to the Expiration Date, you will not have satisfied the conditions to exercise your Subscription Rights and will not receive the shares of common stock you wish to purchase.

You may not be able to immediately resell any shares of our common stock that you purchase upon the exercise of Subscription Rights immediately upon expiration of the Rights Offering.

If you exercise your Subscription Rights, you may not be able to resell the common stock you purchase by exercising your Subscription Rights until you (or your broker or other nominee) have received a book-entry representing those shares. Although we will endeavor to issue the appropriate book-entries as soon as practicable after completion of the Rights Offering, there may be some delay between the Expiration Date and the time that we issue the new book-entries.

We do not know how many holders of Subscription Rights will participate in the Rights Offering.

Apart from the Investors, who we expect to agree, pursuant to the Standby Purchase Agreement, to exercise in full the Basic Subscription Rights they receive and to provide the Standby Purchase Commitment, we have no other agreements or understandings with any persons or entities with respect to their exercise of rights or their participation as an underwriter, broker or dealer in the Rights Offering. We therefore do not know how many other holders of Subscription Rights, if any, will participate in the Rights Offering. If the closing of the transaction contemplated by the Standby Purchase Agreement does not occur and the Rights Offering is not otherwise fully subscribed, we may not have the capital necessary to fund our contemplated uses of the net proceeds of the Rights Offering and might need to look to other sources of funding for these contemplated uses. There is no assurance that these alternative sources will be available and at what cost.

While we have an agreement in principle to enter into the Standby Purchase Agreement with the Investors, if we do not enter into the Standby Purchase Agreement or if the conditions under the Standby Purchase Agreement are not satisfied, and we are therefore unable to consummate the transactions contemplated by the Standby Purchase Agreement, we will not consummate the Rights Offering.

While we have an agreement in principle to entered into the Standby Purchase Agreement with the Investors, we may not enter into the Standby Purchase Agreement. Even if we do enter into the Standby Purchase Agreement, the closing of the transactions contemplated by the Standby Purchase Agreement will be subject to satisfaction or waiver of conditions, including compliance with covenants and the accuracy of representations and warranties provided in the Standby Purchase Agreement and consummation of the Rights Offering. As a result, we cannot guarantee that we will enter into the Standby Purchase Agreement or that the transactions contemplated by the Standby Purchase Agreement will be consummated. Failure to consummate the transactions contemplated by the Standby Purchase Agreement could have adverse effects on our business and results of operations and financial condition. Please see “The Standby Purchase Agreement” for further conditions to the obligation of the Investors to consummate the transactions contemplated by the Standby Purchase Agreement.

You will not have any rights in the shares of common stock that you purchase until you actually receive such shares of common stock.

You will not have any rights in the shares of common stock that you purchase in the Rights Offering until such shares of common stock are actually issued to and received by you. We intend to issue the shares as soon as practicable after the expiration of the Rights Offering; however, there may be a delay between the Expiration Date of the Rights Offering and the date the shares of common stock are actually issued and delivered to you. You may not be able to resell the shares of common stock until you, or your nominee, if applicable, have actually received those shares.

You will not receive interest on Subscription Payments, including any portion that may ultimately be returned to you.

You will not earn any interest on your Subscription Payments while they are being held by the Subscription Agent pending the closing of the Rights Offering. In addition, if we terminate the Rights Offering, or if you exercise your Over-Subscription Privilege and are not allocated all of the shares of common stock for which you Over-Subscribe, neither we nor the Subscription Agent will have any obligation with respect to the Subscription Rights except to return, without interest or penalty, any excess Subscription Payments to you.

The receipt of Subscription Rights may be treated as a taxable distribution to you.

Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects, for U.S. federal income tax purposes, we believe and intend to take the position that the distribution of the Subscription Rights in this Rights Offering generally should be a non-taxable distribution to holders of shares of common stock and Eligible Warrants under Section 305(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Please see the discussion on the “Material U.S. Federal Income Tax Considerations” below. This position is not binding on the Internal Revenue Service (“IRS”), or the courts, however. If the Rights Offering is deemed to be part of a “disproportionate distribution” under Section 305 of the Code, your receipt of Subscription Rights in the Rights Offering may be treated as the receipt of a taxable distribution to you equal to the fair market value of the Subscription Rights. Any such distribution would be treated as dividend income to the extent of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. Each holder of Subscription Rights is urged to consult his, her or its own tax advisor with respect to the particular tax consequences of the Rights Offering.

The Rights Offering may limit our ability to use some or all of our net operating loss carryforwards in the future.

The ultimate realization of our deferred income tax assets is dependent upon generating future taxable income, executing tax planning strategies, and reversals of existing taxable temporary differences. We have recorded a full valuation allowance against our deferred income tax assets. The valuation allowance may fluctuate as conditions change. Our ability to utilize net operating loss carryforwards to offset our future taxable income and/or to recover previously paid taxes would be limited if we were to undergo an “ownership change” within the meaning of Section 382 of the Code.

We believe it is likely that either (i) transactions undertaken in recent years or (ii) a combination of such prior transactions, the Rights Offering and the purchase of shares pursuant to the Standby Purchase Agreement have caused, or will cause, an ownership change that would limit our ability to utilize pre-ownership change net operating loss carryforwards in the future.

Exercising the Subscription Rights limits your ability to engage in certain hedging transactions that could provide you with financial benefits.

By exercising the Subscription Rights, you are representing to us that you have not entered into any short sale or similar transaction with respect to our common stock since the Record Date for the Rights Offering. This requirement prevents you from pursuing certain investment strategies that could provide you greater financial benefits than you might have realized if the Subscription Rights did not contain these requirements.

Risks Related to Our Business

The world is currently suffering a coronavirus (COVID-19) pandemic which is resulting in social distancing, travel bans and quarantines.

The world is currently suffering a COVID-19 pandemic which is resulting in social distancing, travel bans and quarantines. The extent to which the COVID-19 pandemic impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. In particular, the continued spread of the coronavirus globally is adversely affecting global economies and financial markets which has materially and adversely impacted our operations including, without limitation, the functioning of our laboratories, the availability of supplies including reagents, the progress and data collection of our pharma services, demand for our services and travel, customer demand and employee health and availability. Further, the impact of the COVID-19 pandemic in part caused us to reevaluate the carrying charge of our intangible assets and led us to restate certain of our financial statements to record impairment charges and amortization expense. The COVID-19 pandemic has had and will likely continue to have an adverse impact on our revenue, results of operations and financial condition.

Risks Related to Our Common Stock Price

The price and trading volume of our common stock may be highly volatile and could be further affected by events not within our control, and an investment in our common stock could suffer a decline in value.

During 2021, our common stock traded at a low of $2.98 and a high of $10.51. Volatility in our stock price or trading volume may be in response to various factors, some of which may be beyond our control. In addition to the other factors discussed or incorporated by reference herein, factors that may cause fluctuations in our stock price or trading volume, include, among others:

The issuance of additional shares of our common stock in any future offerings could be dilutive to stockholders.

The issuance of additional shares of our common stock in any future offerings could be dilutive to stockholders. In order to raise additional capital, such securities may be at prices that are not the same as the price per share in previous offerings. We cannot assure investors that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in previous offerings, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. Moreover, to the extent that we issue options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future (including our Series B Preferred Stock), and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution.

The delisting of our common stock from Nasdaq and subsequent trading on OTCQX may adversely affect our common stock and business and financial condition and the effects are unpredictable.

On February 25, 2020, our common stock was delisted from Nasdaq and commenced trading on the OTCQX.

Trading in stock quoted on the OTCQX is often thin, volatile, and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with the issuer’s operations, results or business prospects. The availability of buyers and sellers represented by this volatility could lead to a market price for our common stock that is unrelated to operating performance. Moreover, the OTCQX is not a stock exchange, and trading of securities quoted on the OTCQX is often more volatile than the trading of securities listed on a stock exchange like Nasdaq or the New York Stock Exchange. The OTCQX quotation system may provide less liquidity than Nasdaq. Due to reduced volume of trading on the OTCQX, we cannot predict the extent to which there will be a viable trading market in the future or how liquid that market will be at any given time.

Prices for securities traded solely on the OTCQX quotation system may be difficult to obtain, and holders of our common stock may be unable to resell their shares at or near their original acquisition price or at any price. Further, our delisting from Nasdaq and commencement of trading on the OTCQX has and may continue to have negative implications, including an adverse effect on the price of our common stock, increased volatility in our common stock, the loss of federal preemption of state securities laws, greater difficulty in raising capital through the public or private sale of equity securities, deterring broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, a loss of current or future coverage by certain sell-side analysts, deterring certain institutions and persons from investing in our securities at all and a loss of confidence of our customers, collaborators, vendors, suppliers and employees, which could harm our business and future prospects.

The risks associated with penny stock classification could affect the marketability of our common stock and stockholders could find it difficult to sell their shares.

If our shares of common stock do not maintain a trading price of $5.00 or more per share, our common stock will be subject to “penny stock” rules as defined in Exchange Act Rule 3a51-1. The SEC adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than $5.00.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company’s common stock and stockholders may find it more difficult to sell their shares.

Risks Relating to Being a Public Company

We will continue to incur increased costs and demands on management as a result of compliance with laws and regulations applicable to public companies, which could harm our operating results.

As a public company, we are incurring significant legal, accounting and other expenses. In addition to being required to comply with certain requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), we are required to comply with certain requirements of the Dodd Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will continue to increase our legal and financial compliance costs and will make some activities more time consuming and costly. In addition, we expect that our management and other personnel will continue to need to divert attention from operational and other business matters to devote substantial time to these public company requirements.

We also recently spent considerable management time in connection with our restatement of previously issued financial statements contained in our Annual Reports on Form 10-K for the years ended December 31, 2014 through 2019 as well as the financial statements contained in the Quarterly Reports on Form 10-Q for each quarterly period within those fiscal years as well as the quarterly periods ended March 31, 2020 and June 30, 2020. This was due to evaluating and recording an impairment charge and amortization expense relating to our BarreGen asset.

Further, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In addition, if we lose our status as a “smaller reporting company,” we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting. Our compliance with Section 404 of the Sarbanes-Oxley Act, as applicable, requires us to incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to continue to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. If we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, like those disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended, and in Item 4 of our Quarterly Report on Form 10-Q for the period ended September 30, 2021, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

If we are unable to maintain and implement effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on our internal controls on an annual basis. If we have material weaknesses in our internal control over financial reporting, like those disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended, and in Item 4 of our Quarterly Report on Form 10-Q for the period ended September 30, 2021, we may not detect errors on a timely basis and our financial statements may be materially misstated. We will need to maintain and enhance these processes and controls as we grow, and we will require additional management and staff resources to do so. Additionally, even if we conclude our internal controls are effective for a given period, we may in the future identify one or more material weaknesses in our internal controls, in which case our management will be unable to conclude that our internal control over financial reporting is effective. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented or reviewed.

If we are unable to conclude that our internal control over financial reporting is effective, investors could lose confidence in the accuracy and completeness of our financial disclosures, which could cause the price of our common stock to decline. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our reported operating results and harm our reputation. Internal control deficiencies could also result in a restatement of our financial results.

Risks Relating to Our Corporate Structure and Our Common Stock

We have a substantial number of authorized common and preferred shares available for future issuance that could cause dilution of our stockholders’ interest, adversely impact the rights of holders of our common stock and cause our stock price to decline.

We have a total of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock authorized for issuance. As of December 31, 2021, we had 95,805,889 shares of common stock and 4,953,000 shares of preferred stock available for issuance. As of December 31, 2021, we have reserved 1,107,375 shares of our common stock for issuance under our 2019 Equity Incentive Plan and 25,715 shares of our common stock for issuance under our Employee Stock Purchase Plan and 602,077 additional shares available for future grants of awards under our 2019 Equity Incentive Plan as well as warrants for 1,404,648 shares of our common stock outstanding at prices ranging from $9.40 to $46.90 per warrant share. As of December 31, 2021, the aggregate number of shares of common stock that may be issued through conversion of all of the outstanding Series B Preferred Stock is 7,833,334. Provided that we have a sufficient number of unreserved authorized capital stock available, we may seek financing that could result in the issuance of additional shares of our capital stock and/or rights to acquire additional shares of our capital stock. We may also make acquisitions that result in issuances of additional shares of our capital stock. Those additional issuances of capital stock could result in substantial dilution of our existing stockholders. Furthermore, the book value per share of our common stock may be reduced. This reduction would occur if the exercise price of any issued warrants, the conversion price of any convertible notes or the conversion ratio of any issued preferred stock is lower than the book value per share of our common stock at the time of such exercise or conversion. Additionally, new investors in any subsequent issuances of our securities could gain rights, preferences and privileges senior to those of holders of common stock.

The addition of a substantial number of shares of our common stock into the market or the registration of any of our other securities under the Securities Act may significantly and negatively affect the prevailing market price for our common stock. The future sales of shares of our common stock issuable upon the exercise of outstanding warrants and options may have a depressive effect on the market price of our common stock, as such warrants and options would be more likely to be exercised at a time when the price of our common stock is greater than the exercise price.

We have anti-takeover defenses that could delay or prevent an acquisition and could adversely affect the price of our common stock.

Our certificate of incorporation, as amended (the “Certificate of Incorporation”), and amended and restated bylaws (the “Bylaws”) include provisions, such as providing for three classes of directors, which may make it more difficult to remove our directors and management and may adversely affect the price of our common stock. In addition, our Certificate of Incorporation authorizes the issuance of “blank check” preferred stock, which allows our Board to create one or more classes of preferred stock with rights and preferences greater than those afforded to the holders of our common stock without separate shareholder approval. This provision could have the effect of delaying, deterring or preventing a future takeover or a change in control, unless the takeover or change in control is approved by our Board. We are also subject to laws that may have a similar effect. For example, Section 203 of the Delaware General Corporation Law (“Section 203”) prohibits us from engaging in a business combination with an interested stockholder for a period of three years from the date the person became an interested stockholder unless certain conditions are met. As a result of the foregoing, it may be difficult for another company to acquire us and, therefore, could limit the price that possible investors might be willing to pay in the future for shares of our common stock. In addition, the rights of our common stockholders are subject to, and may be adversely affected by, the rights of holders of our Series B Preferred Stock as well as any class or series of preferred stock that may be issued in the future and by the rights of holders of warrants currently outstanding or issued in the future.

We have not declared any cash dividends on our common stock and do not intend to declare or pay any cash dividends in the foreseeable future. Future earnings, if any, will be used to finance the future operation and growth of our business. As a result, capital appreciation, if any, will be your sole source of gain.

We have never paid cash dividends on our common stock. We do not currently anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. We are prohibited from paying dividends on our common stock without the approval of the holders of the Series B Preferred Stock for so long as 30% of the Series B Preferred Stock outstanding as of January 15, 2020 remains outstanding. We presently intend to retain all earnings for our operations. As a result, capital appreciation, if any, of our common stock will be an investor’s sole source of gain for the foreseeable future.

If securities or industry analysts issue an adverse opinion regarding our stock or do not publish research or reports about our company, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that equity research analysts publish about us, our business and our competitors. We do not control these analysts or the content and opinions or financial models included in their reports. Securities analysts may elect not to provide research coverage of our company, and such lack of research coverage may adversely affect the market price of our common stock. The price of our common stock could also decline if one or more equity research analysts downgrade our common stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business. If one or more equity research analysts cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

We may be subject to securities litigation, which is expensive and could divert our management’s attention.

The market price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

The indemnification rights provided to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against its directors, officers, and employees.

Our Certificate of Incorporation contains provisions permitting us to enter into indemnification agreements with our directors, officers, and employees. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

USE OF PROCEEDS

Assuming all of the 4,184,707 shares of common stock offered hereby are sold in the Rights Offering based on the combined exercise of the Basic Subscription Rights and Over-Subscription Privilege, we estimate that the net proceeds from the Rights Offering will be approximately $[●] million, based on a Subscription Price of $[●] per share and after deducting estimated expenses payable by us. Assuming only the Investors purchase their pro rata shares of common stock at a Subscription Price of $[●] per share (and no holders exercise their Over-Subscription Privilege in the Rights Offering) and assuming completion of the Standby Purchase Commitment for all of the shares offered pursuant to Subscription Rights that remain unsubscribed for at a price per share equal to the Subscription Price less $0.15, we estimate that the net proceeds from the Rights Offering and Standby Purchase Commitment will be approximately $[●] million after deducting estimated expenses payable by us.

We intend to use the net proceeds from the Rights Offering to increase our liquidity position, to fund our anticipated internal and external growth through potential strategic investments and partnerships, including product line acquisitions, and for working capital and general corporate purposes.

Our management will have broad discretion in the application of the net proceeds from the Rights Offering, and investors will be relying on the judgment of our management with regard to the use of these net proceeds. Until we use the net proceeds of the Rights Offering, we intend to invest the funds in short-term, investment grade, interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

DILUTION

Purchasers of shares of common stock in the Rights Offering will experience an immediate dilution of the net tangible book value per share of our common stock. Our net tangible book value as of September 30, 2021 was approximately $(8.6) million, or approximately $(2.05) per share of common stock (based upon 4,174,447 shares of our common stock outstanding as of September 30, 2021). Net tangible book value per share is equal to our total tangible assets less our total liabilities, divided by the number of shares of our outstanding common stock.

Dilution per share of common stock equals the difference between the amount per share of common stock paid by purchasers in the Rights Offering and the net tangible book value per share of our common stock immediately after the Rights Offering.

Based on the sale by us in the Rights Offering of a maximum of 4,184,707 shares of common stock at the Subscription Price of $[●] per share, our pro forma net tangible book value as of September 30, 2021 would have been approximately $[●] million, or $[●] per share. This represents an immediate dilution in pro forma net tangible book value to existing stockholders of $[●] per share and an immediate increase to purchasers in the Rights Offering of $[●] per share. The following table illustrates this pro forma per-share dilution:

The information above is based on 4,174,447 shares of our common stock outstanding as of September 30, 2021, and excludes as of such date:

DESCRIPTION OF THE RIGHTS OFFERING

The Rights Offering

We are distributing, at no charge, to all holders of our common stock and holders of Eligible Warrants on the Record Date, non-transferable Subscription Rights, consisting of a Basic Subscription Right and Over-Subscription Privilege, to purchase shares of common stock at a Subscription Price per share of $[●]. See “—Subscription Price” below. In the Rights Offering, you will receive one (1) Subscription Right for each share of common stock (including each share of common stock underlying the Eligible Warrants) owned at 5:00 p.m., New York City Time, on the Record Date. Holders of Eligible Warrants are entitled to receive Subscription Rights without the exercise of the related warrants (subject to certain beneficial ownership limitations). For each Subscription Right held, you will be entitled to purchase 0.75 shares of common stock at the Subscription Price through your Basic Subscription Right. We will not issue fractional shares in this Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. You will also be able to exercise an Over-Subscription Privilege, which will allow you to purchase additional shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to the availability and pro rata allocation of shares among stockholders exercising this Over-Subscription Privilege.

The common stock to be issued in the Rights Offering, like our existing shares of common stock, will be quoted on the OTCQX market of the OTC under the symbol “IDXG” and will not be listed for trading on a national securities exchange. The Subscription Rights to be issued in the Rights Offering will not be listed for trading or quoted on any securities exchange or recognized trading system. The Subscription Rights granted to you are non-transferable. The Subscription Rights will be a new issue of securities with no prior trading market. We do not intend to apply to list the Subscription Rights for trading on any exchange or any other market

The maximum aggregate number of shares of common stock we are offering as disclosed in this prospectus is based on an estimated 4,174,962 shares of common stock and 1,404,648 Eligible Warrants outstanding as of the Record Date, with 0.75 shares being issued for each share outstanding.

Basic Subscription Rights and Over-Subscription Privilege

Each holder as of 5:00 p.m., New York City time, on the Record Date, will be granted one (1) Subscription Right for each share of our common stock owned (including each share underlying the Eligible Warrants) at that time. Each Subscription Right gives the holder a Basic Subscription Right to purchase 0.75 shares of our common stock for $[●] per whole share. For example, if you owned 100 shares of our common stock (or had the right to purchase 100 shares pursuant to the exercise of an Eligible Warrant) as of the Record Date, you would receive 100 Subscription Rights and would have the right to purchase 75 shares of common stock for $[●] per whole share with your Basic Subscription Right. We will not issue fractional shares in this Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share.

Each Subscription Right carries with it a Basic Subscription Right and an Over-Subscription Privilege, which gives holders of Subscription Rights the opportunity to purchase shares of common stock that are not purchased by other holders of Subscription Rights.

If, and only if, you fully exercise your Basic Subscription Rights, you will also be able to exercise an Over-Subscription Privilege, which will allow you to purchase additional shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to the availability and pro rata allocation of shares among holders exercising this Over-Subscription Privilege. You must state your intention to exercise your Over-Subscription Privilege at the same time that you exercise your Basic Subscription Rights. The shares sold through the Over-Subscription Privilege will be sold at the same Subscription Price applicable to the Basic Subscription Right.

To determine if a holder wishing to exercise the Over-Subscription Privilege has fully exercised such holder’s Basic Subscription Right, we will consider only the Basic Subscription Right held by such holder in the same capacity. For example, suppose that a holder was granted Subscription Rights for shares of our common stock that he owns individually and shares of our common stock that he owns collectively with his spouse. If such holder wishes to exercise his Over-Subscription Privilege with respect to the Subscription Rights he owns individually, but not with respect to the Subscription Rights he owns collectively with his spouse, such holder only needs to fully exercise his Basic Subscription Right with respect to the individually owned Subscription Rights. Such holder does not have to subscribe for any shares under the Basic Subscription Right owned collectively with his spouse to exercise his individual Over-Subscription Privilege.

When a holder completes the portion of the Subscription Rights certificate to exercise the Over-Subscription Privilege, such holder will be representing and certifying that the Basic Subscription Right has been fully exercised as to shares of our common stock that are held in that capacity, as required. In exercising the Over-Subscription Privilege, such holder must pay the full Subscription Price for all the shares such holder is electing to purchase (i.e., the full Subscription Price for the shares purchased pursuant the Basic Subscription Right and for all shares purchased pursuant to exercise of the Over-Subscription Privilege).

Pro Rata Allocation

If there are not enough shares of our common stock to satisfy all subscriptions made under the Over-Subscription Privilege, we will allocate the remaining shares of our common stock pro rata, after eliminating all fractional shares, among those holders of common stock and Eligible Warrants exercising the Over-Subscription Privilege.

To the extent the Unsubscribed Shares are not sufficient to satisfy all of the properly exercised Over-Subscription Rights, then the Unsubscribed Shares will be prorated among those who properly exercised Over-Subscription Rights based on the ratio of the number of shares requested by each such holder relative to the total amount properly requested by all holders. Any excess subscription payment received by the Subscription Agent will be returned, without interest, within ten (10) business days following the determination of the shares of common stock to which such holder is entitled pursuant to the Over-Subscription Right. Each such subscriber properly exercising its Over-Subscription Privilege will receive a number of shares based on the ratio of shares requested by each subscriber pursuant to the Over-Subscription Privilege relative to the total amount properly requested by all holders pursuant to the Over-Subscription Privilege. The Over-Subscription Privilege will not impact the Basic Subscription Rights of any holder. Any fractional shares to which persons exercising their Over-Subscription Privilege would otherwise be entitled pursuant to such allocation shall be rounded down to the nearest whole share.

For example, assume that 1,000,000 shares are available under the Over-Subscription Privilege. If you subscribed for 100,000 shares pursuant to your Over-Subscription Privilege, and a total of 2,000,000 shares were subscribed for pursuant to all Over-Subscription Privileges, the amount of shares issued to you pursuant to your Over-Subscription Privilege would be prorated and you would receive only 50,000 shares of common stock (1,000,000 shares multiplied by the quotient of 100,000, divided by 2,000,000), and any subscription payments you provide to the subscription agent in excess of the amount necessary to purchase the shares allocated to you pursuant to your Over-Subscription Privilege would be refunded to you, without interest.

Any excess subscription payments for shares will be returned by mail, without interest or deduction, within ten (10) business days after the expiration of the Rights Offering.

No Fractional Rights or Shares

We will not issue fractional shares or cash in lieu in this Rights Offering. If the number of Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. Our Subscription Agent for the Rights Offering will determine the number of shares based on such rounding.

Any excess subscription payments for shares will be returned by mail, without interest or deduction, within ten (10) business days after the expiration of the Rights Offering.

Subscription Price

The Subscription Price of [●] per share was determined by the Pricing Committee in its sole discretion. In making its determination, the Pricing Committee considered many factors, including, but not limited to, a discount to the recent closing prices for our common stock preceding the initiation of the Rights Offering and the price at which our stockholders might be willing to participate in the Rights Offering, the amount of proceeds desired to achieve our financing goals, potential market conditions, historical and current trading prices for our common stock, and the negotiations with the Investors, including the Standby Purchaser, and holders of our Series B Preferred Stock regarding the Rights Offering and the Standby Purchase Commitment. The Subscription Price was not determined on the basis of any investment bank or third-party valuation that was commissioned by us. The Subscription Price does not bear any particular relationship to the book value of our assets, past operations, cash flows, losses, financial condition or other criteria for ascertaining value. You should not consider the Subscription Price as an indication of the value of our company or any inherent value of shares of our common stock. The Board of Directors reserves the right, exercisable in its sole discretion, to change the Subscription Price or determine to cancel or otherwise alter the terms of the Rights Offering. After the date of this prospectus, our common stock may trade at prices below the Subscription Price. You should obtain a current price quote for our common stock before exercising your Subscription Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this Rights Offering.

Non-Transferability of Subscription Rights

The Subscription Rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your Subscription Rights to anyone. The Subscription Rights will not be quoted on the OTCQB or listed for trading on any other market or stock exchange. The shares of our common stock issuable upon exercise of the Subscription Rights will be quoted on the OTCQB under the ticker symbol “IDXG.”

Exercise of Subscription Rights

You may exercise some, all, or none of your Subscription Rights. For each Subscription Right held, you will be entitled to purchase 0.75 shares of common stock at the Subscription Price. We will not issue fractional shares in this Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. If you do not exercise any of your Subscription Rights, the number of shares of our common stock you own will not change. If you do not exercise your Basic Subscription Rights in full, you will suffer dilution of your percentage ownership of our common stock relative to our other stockholders. Subject to certain conditions and pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them. We also expect the Standby Purchaser to agree to purchase from us, upon expiration of the Rights Offering, all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15. Accordingly, a minimum of approximately 4,184,707 additional shares of common stock in the aggregate will be issued in connection with the Rights Offering and the Standby Purchase Commitment. Your ownership interest will be diluted following the consummation of the Rights Offering if you do not exercise your Subscription Rights in full. You can avoid such dilution by fully exercising such Subscription Rights.

You may exercise your Subscription Rights as follows:

Subscription Agent

The Subscription Agent for the Rights Offering is Broadridge Corporate Issuer Solutions, Inc. The address to which Subscription Rights Certificates and payments should be mailed or delivered by overnight courier is provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that you allow a sufficient number of days to ensure delivery to the Subscription Agent before the Rights Offering expires. Do not send or deliver these materials to us.

If you deliver the Subscription Rights Certificate in a manner different than that described in this prospectus, we may not honor the exercise of your Subscription Rights.

Payment Method

Payments must be made in full in U.S. currency by:

Payment received after 5:00 p.m., New York City Time, on the Expiration Date will not be honored, and, in such event, the Subscription Agent will return your payment to you, without interest, as soon as practicable.

If you elect to exercise your Subscription Rights, you should consider using a wire transfer or certified check drawn on a U.S. bank to ensure that the Subscription Agent receives your funds before the Rights Offering expires. If you send a personal check, payment will not be deemed to have been received by the Subscription Agent until the check has cleared. The clearinghouse may require five or more business days to clear a personal check. Accordingly, holders who wish to pay the Subscription Price by means of a personal check should make payment sufficiently in advance of the expiration of the Rights Offering to ensure that the payment is received and clears by that date. If you send a wire directly to the Subscription Agent’s account, payment will be deemed to have been received by the Subscription Agent immediately upon receipt of such wire transfer. If you send a certified check, payment will be deemed to have been received by the Subscription Agent immediately upon receipt of such instrument.

If you send a payment that is insufficient to purchase the number of shares of common stock you requested, or if the number of shares of common stock you requested is not properly specified, then the funds will be applied to the exercise of Subscription Rights only to the extent of the payment actually received by the Subscription Agent. You must pay for your Over-Subscription Privilege shares at the time you exercise your Basic Subscription Rights; provided that, if we do not apply your full subscription payment to your purchase of shares of our common stock, any excess subscription payment received by the subscription agent will be returned, without interest, as soon as practicable. If you deliver subscription payments in a manner different than that described in this prospectus, then we may not honor the exercise of your Subscription Rights.

You should read the instruction letter accompanying the Subscription Rights Certificate carefully and strictly follow it. DO NOT SEND SUBSCRIPTION RIGHTS CERTIFICATES OR PAYMENTS DIRECTLY TO US.

If you have any questions or comments regarding completion of the materials, or the Rights Offering or exercise of your Subscription Rights in general, please contact the Subscription Agent for this Rights Offering, Broadridge Corporate Issuer Solutions, Inc., at (888) 789-8409 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com. You should direct any requests for additional copies of this prospectus to the Subscription Agent.

Guaranteed Delivery Procedures

If you do not have adequate time to deliver the Subscription Rights Certificate evidencing your Subscription Rights to the Subscription Agent prior to the expiration of the Rights Offering, you may still participate in the Rights Offering if you follow the guaranteed delivery procedures set forth below prior to the expiration of the Rights Offering:

All notices of guaranteed delivery must include a signature guarantee from an eligible guarantor institution.

The notice of guaranteed delivery may be delivered to the Subscription Agent in the same manner as Subscription Rights Certificates at the address set forth in this prospectus.

If you have any questions or comments regarding completion or delivery of the notice of guaranteed delivery, please contact the Subscription Agent, Broadridge Corporate Issuer Solutions, Inc., at (888) 789-8409 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com.

Missing or Incomplete Subscription Forms or Payment

If you fail to complete and sign the Subscription Rights Certificate or otherwise fail to follow the subscription procedures that apply to the exercise of your Subscription Rights before the Rights Offering expires, the Subscription Agent will reject your subscription or accept it to the extent of the payment received. Neither we nor our Subscription Agent undertakes any responsibility or action to contact you concerning an incomplete or incorrect subscription form, nor are we or our Subscription Agent under any obligation to correct such forms. We have the sole discretion to determine whether a subscription exercise properly complies with the subscription procedures.

If you send a payment that is insufficient to purchase the number of shares of common stock you requested, or if the number of shares of common stock you requested is not specified in the forms, the payment received will be applied to exercise your Subscription Rights to the fullest extent possible based on the amount of the payment received. Any excess subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable following the expiration of the Rights Offering.

Expiration Date; Extension

The Subscription Rights will expire if they are not exercised before 5:00 p.m., New York City Time, on the Expiration Date unless the Rights Offering is extended or earlier terminated by us in our sole discretion; provided, however, that we may not extend the Expiration Date by more than 30 calendar days past the original Expiration Date. We will not be required to issue shares of common stock to you if the Subscription Agent receives your Subscription Rights Certificate or your subscription payment after that time.

We have the option to extend the Rights Offering by giving oral or written notice to the Subscription Agent before the Rights Offering expires in our sole discretion; provided, however, that we may not extend the expiration date of the Rights Offering by more than 30 days past the original expiration date. If we elect to extend the Rights Offering, we will issue a press release announcing the extension no later than 9:00 a.m., New York City Time, on the next business day after the most recently announced expiration date of the Rights Offering. We do not presently intend to extend the Expiration Date of the Rights Offering.

If you exercise your Subscription Rights, you may revoke such exercise at any time before the Expiration Date by following the instructions herein. If the Expiration Date is extended, you may revoke your exercise of Subscription Rights at any time until the final Expiration Date as so extended. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable thereafter without interest or deduction.

If you are a record holder of our common stock or a holder of an Eligible Warrant, the number of shares of common stock you may purchase pursuant to your Subscription Rights is indicated on the enclosed Subscription Rights Certificate. If you hold your shares of common stock in the name of a broker, dealer, bank or other nominee who uses the services of DTC, you will not receive a Subscription Rights Certificate. Instead, DTC will issue one Subscription Right to your nominee record holder for every share of our common stock (including shares underlying the Eligible Warrants) that you beneficially own as of the Record Date. If you are not contacted by your nominee, you should contact your nominee as soon as possible.

Termination

Our Board of Directors may decide to terminate the Rights Offering at any time and for any reason before the expiration of the Rights Offering. If we terminate the Rights Offering, we will issue a press release notifying you and the public of the termination within one business day of such termination.

Return of Funds upon Completion or Termination

The Subscription Agent will hold funds received in payment for shares of common stock in a segregated account pending completion of the Rights Offering. The Subscription Agent will hold this money until the Rights Offering is completed or is terminated. To the extent you properly exercise your Subscription Rights for an amount of shares of common stock that exceeds the number of unsubscribed shares of common stock available to you, any excess subscription payments will be returned to you as soon as practicable after the expiration of the Rights Offering, without interest or penalty. If we do not complete the Rights Offering, all subscription payments received by the Subscription Agent will be returned as soon as practicable after the termination or expiration of the Rights Offering, without interest or deduction. If you own shares in “street name,” it may take longer for you to receive your subscription payment because the Subscription Agent will return payments through the record holder of your shares.

Shares of Our Common Stock Outstanding After the Rights Offering

Based on an estimated 4,174,962 shares of common stock outstanding as of the Record Date, assuming no other transactions by us involving our common stock prior to the expiration of the Rights Offering, if the Rights Offering is completed (including the Standby Purchase Commitment, if necessary), a minimum of approximately 8,359,669 shares of our common stock will be issued and outstanding, assuming no holders other than the Investors exercise their Subscription Rights. The exact number of shares of common stock that we will issue in this Rights Offering will depend on the number of shares of common stock that are subscribed for in the Rights Offering.

Notice to Brokers and Nominees

If you are a broker, dealer, bank or other nominee that holds shares of our common stock or an Eligible Warrant for the account of others on the Record Date, you should notify the beneficial owners of the shares or Eligible Warrants for whom you are the nominee of the Rights Offering as soon as possible to learn their intentions with respect to exercising their Subscription Rights. If a beneficial owner of our common stock or an Eligible Warrant so instructs, you should complete the Subscription Rights Certificate and submit it to the Subscription Agent with the proper subscription payment by the Expiration Date. You may exercise the number of Subscription Rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock (including shares underlying the Eligible Warrants) on the Record Date; provided that you, as a nominee record holder, make a proper showing to the Subscription Agent by submitting the form entitled “Nominee Holder Certification,” which is provided with your Rights Offering materials. If you did not receive this form, you should contact our Subscription Agent to request a copy.

Validity of Subscriptions

We will resolve all questions regarding the validity and form of the exercise of your Subscription Rights, including time of receipt and eligibility to participate in the Rights Offering. In resolving all such questions, we will review the relevant facts, and, if necessary, consult with our legal advisors, and we may request input from the relevant parties. Our determination will be final and binding. We will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the offering period expires, unless waived by us in our sole discretion. Neither we nor the Subscription Agent will be under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the Rights Offering, only when a properly completed and duly executed Subscription Rights Certificate and any other required documents and the full subscription payment have been received by the Subscription Agent. Our interpretations of the terms and conditions of the Rights Offering will be final and binding.

Stockholder Rights

You will have no rights as a holder of the shares of our common stock you purchase in the Rights Offering until such shares are issued in book-entry, or uncertificated, form or your account at your broker, dealer, bank, or other nominee is credited with such shares.

Regulatory Limitations; No Offer Made to California Residents; No Unlawful Subscriptions

We will not mail this prospectus or Subscription Rights Certificates to stockholders or holders of Eligible Warrants with addresses that are outside the United States or that have an army post office or foreign post office address. The Subscription Agent will hold these Subscription Rights Certificates for their account. To exercise Subscription Rights, our foreign holders must notify the Subscription Agent before 5:00 p.m., New York City Time, on [●], 2022, the third business day prior to the Expiration Date, of your exercise of Subscription Rights and provide evidence satisfactory to us, such as a legal opinion from local counsel, that the exercise of such Subscription Rights does not violate the laws of the jurisdiction in which such holder resides and provide payment by a U.S. bank in U.S. dollars before the expiration of the Rights Offering. If no such notice is received by such time or the evidence presented is not satisfactory to us, the Subscription Rights represented thereby will expire.

We will not be required to issue to you shares of our common stock pursuant to the exercise of Subscription Rights in the Rights Offering if, in our opinion, you are required to obtain prior clearance or approval from any state or federal regulatory authorities to own or control such shares and if, at the time the Rights Offering expires, you have not obtained such clearance or approval.

The distribution of the Subscription Rights and the offer and sale of the shares of common stock issuable upon exercise of the Subscription Rights is not registered or otherwise qualified in California. Accordingly, the Rights Offering is not available to residents of California.

We reserve the absolute right to reject any subscriptions not properly submitted or the acceptance of which would be unlawful. We are not soliciting, selling or accepting any offers to participate in our Rights Offering in any jurisdictions where such actions are prohibited. No offers to purchase any shares of our common stock are made to Subscription Rights holders who are residents of such jurisdictions, and we will not sell or accept offers for the purchase of our common stock from such Subscription Rights holders.

Revocation Rights

If you exercise your Subscription Rights, you may revoke such exercise before the Expiration Date by following the instructions herein. If the Expiration Date is extended, you may revoke your exercise of Subscription Rights at any time until the final Expiration Date as so extended. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable thereafter without interest or deduction. After the Expiration Date, such exercises are irrevocable.

To be effective, a written notice of revocation must be received by the Subscription Agent at its address identified in this prospectus prior to the Expiration Date, as may be extended. Any notice of revocation must specify the name of the person who exercised the Subscription Rights for which such exercises are to be revoked and the number of Subscription Rights to be revoked. Any funds received by the Subscription Agent will be promptly returned to such holder following a revocation. Revocations of Subscription Rights may not be cancelled; however, you may exercise your Subscription Rights again by following one of the procedures described above in the section entitled “The Rights Offering—Exercise of Subscription Rights” at any time prior to the expiration of the Rights Offering.

All questions as to the form and validity (including time of receipt) of any notice of revocation will be determined by us, in our sole discretion, which determination shall be final and binding, subject to the judgments of any courts with jurisdiction over us that might provide otherwise. Neither we nor any other person will be under any duty to give notification of any defect or irregularity in any notice of revocation or incur any liability for failure to give any such notification, subject to the judgment of any court with jurisdiction over us.

Minimum Subscriptions

There is no aggregate minimum subscription we must receive to complete the Rights Offering. However, pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them to purchase their pro rata shares of common stock. At the expiration of the Rights Offering, we expect the Standby Purchaser to agree to purchase from us, at a price per share equal to the Subscription Price less $0.15, all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for pursuant to the exercise of Subscription Rights (including the Over-Subscription Privilege). The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege. Accordingly, even if no stockholders other than the Investors exercise their rights, we will receive approximately $[●] million in aggregate gross proceeds.

Fees and Expenses

If you wish to exercise your Subscription Rights, the only cost to you will be the payment of the Subscription Price for purchase of the shares of common stock. We will pay all fees and expenses in connection with the Rights Offering. We will not charge any fees or commissions in connection with the issuance of the Subscription Rights to you or the exercise of your Subscription Rights. If you hold your shares of common stock through a nominee, you may be required to pay your nominee certain service or administration fees in connection with the exercise of your Subscription Rights. Please check with your nominee in such regard. We are not responsible for covering or reimbursing any such fees.

Issuance of Common Stock

You will have no rights as a holder of the shares of our common stock you purchase in the Rights Offering, if any, until the shares are actually received by you.

We intend to issue the shares of common stock in book-entry, or uncertificated, form to each subscriber as soon as practicable after completion of the Rights Offering; however, there may be a delay between the Expiration Date and the date and time that the shares are issued and delivered to you or your nominee, as applicable. We will issue the shares in book-entry, or uncertificated, form to each subscriber; we will not issue any stock certificates.

If you are the holder of record of our common stock or the holder of an Eligible Warrant, you will receive a direct registration, or DRS, account statement of ownership from our transfer agent, American Stock Transfer & Trust Company, LLC, reflecting the shares of common stock that you have acquired in the Rights Offering.

If you hold your shares of common stock or an Eligible Warrant in the name of a broker, dealer, bank, or other nominee who uses the services of DTC, DTC will credit your account with your nominee with the securities you acquire in the Rights Offering. You may request a statement of ownership from the nominee following the completion of the Rights Offering.

No Recommendation to Holders of Subscription Rights

Neither our Board of Directors nor our management has made any recommendation regarding your exercise of the Subscription Rights. Subscription Rights holders who exercise Subscription Rights will incur investment risk on new money invested. We cannot predict the price at which our shares of common stock will trade, and, therefore, we cannot assure you that the market price for our common stock before, during or after this Rights Offering will be above the Subscription Price, or that anyone purchasing shares at the Subscription Price will be able to sell those shares of common stock purchased in the Rights Offering in the future at a price equal to or greater than the Subscription Price. You are urged to make your decision to invest based on your own assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering, the information in this prospectus and other information relevant to your circumstances. Before you exercise your Subscription Rights to purchase additional shares of common stock, you should be aware that there are risks associated with your investment, and you should carefully read and consider risks described in the section captioned “Risk Factors,” together with all of the other information included in this prospectus and the documents incorporated by reference herein.

Interests of our Directors, Officers, and Principal Stockholders

All holders of our common stock and Eligible Warrants as of the Record Date for the Rights Offering will receive, at no charge, non-transferable Subscription Rights to purchase shares of our common stock as described in this prospectus. To the extent that our directors and officers hold shares of our common stock as of the Record Date, they will receive the Subscription Rights and, while they are under no obligation to do so, will be entitled to participate in the Rights Offering. For information on the holdings of our officers and directors, see the section titled “Security Ownership of Certain Beneficial Owners and Management.”

Pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them. We also expect the Standby Purchaser to agree to purchase from us, upon expiration of the Rights Offering, all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege. The Investors as a group are one of our largest stockholders and beneficially own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

Other than as described, our officers, directors and principal stockholders have no interests in the Rights Offering, and we have not otherwise received any indication from any of our directors, officers or other stockholders as to whether they plan to subscribe for shares of common stock in the Rights Offering. The holders of shares of our Series B Preferred Stock, 1315 Capital and Ampersand, have waived their right to participate in the Rights Offering in their capacities as such.

Standby Purchase Commitment

Our objective is to raise $[●] million in gross proceeds from our Rights Offering. In the event that all Subscription Rights are not exercised, we would fall short of that objective. We therefore intend to enter into the Standby Purchase Agreement with the Investors, to ensure we will receive at least $[●] million in gross proceeds from this Rights Offering. The Investors as a group are one of our largest stockholders and beneficially own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

Subject to certain conditions and pursuant to the Standby Purchase Agreement, we expect the Investors to agree to exercise in full the Basic Subscription Rights issued to them. We also expect the Standby Purchaser to agree to purchase all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per share equal to the Subscription Price less $0.15, in a private placement pursuant to Section 4(a)(2) of the Securities Act. After the closing of the Rights Offering, if no other holders exercise their Subscription Rights and the Investors and the Standby Purchaser purchase their committed amount of our common stock, we expect that as a group they will own 59.4% of our common stock outstanding or 30.6% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock). The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege. If all shares available in this Rights Offering are sold pursuant to the exercise of Subscription Rights, there will be no unsubscribed shares, and no excess shares will be sold to the Standby Purchaser pursuant to the Standby Purchase Agreement.

Upon the closing of the Standby Purchase Commitment, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. Pursuant to the Standby Purchase Agreement, we also intend to grant the Investors the right to designate a candidate for our board of directors and cause our board of directors to appoint such candidate, effective as of the closing of the Standby Purchase Commitment, and to nominate and recommend such candidate for each subsequent election; provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities). We also expect to enter into a registration rights agreement with the Investors, pursuant to which we will use our best efforts to register for resale all of the shares of common stock held by the Investors from time to time, subject to certain exceptions. For more information, see the section titled “The Standby Purchase Agreement.”

U.S. Federal Income Tax Treatment of Subscription Rights Distribution

Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects, for U.S. federal income tax purposes, we believe and intend to take the position that you generally should not recognize income or loss in connection with the receipt or exercise of Subscription Rights in the Rights Offering. This position is not binding on the IRS or the courts, however. You are urged to consult your own tax advisor as to your particular tax consequences resulting from the receipt and exercise of Subscription Rights and the receipt, ownership and disposition of our common stock. See “Material U.S. Federal Income Tax Considerations.”

Listing and Quotation

Common Stock. The common stock to be issued in the Rights Offering, like our existing shares of common stock, will be quoted on the OTCQX market of the OTC under the symbol “IDXG” and will not be listed for trading on a national securities exchange.

Subscription Rights. The Subscription Rights are non-transferable. The Subscription Rights will be a new issue of securities with no prior trading market. We do not intend to apply to list the Subscription Rights for trading on any exchange or any other market.

Important

Do not send Subscription Rights Certificates directly to us. You are responsible for choosing the payment and delivery method for your Subscription Rights Certificate, and you bear the risks associated with such delivery. If you choose to deliver your Subscription Rights Certificate and payment by mail, we recommend that you use registered mail, properly insured, with return receipt requested. We also recommend that you allow a sufficient number of days to ensure delivery to the Subscription Agent prior to the Expiration Date.

THE STANDBY PURCHASE AGREEMENT

The Standby Purchase Commitment

We intend to enter into a Standby Purchase Agreement with the Investors, pursuant to which the Investors will agree to exercise in full the Basic Subscription Rights issued to them and the Standby Purchaser will agree to purchase from us all of the shares of common stock offered pursuant to Subscription Rights that remain unsubscribed for at the expiration of the Rights Offering at a price per whole share equal to the Subscription Price less $0.15. The purchase of any unsubscribed for shares in the Standby Purchase Commitment will be through an unregistered private placement offering of the shares pursuant to Section 4(a)(2) of the Securities Act to the Standby Purchaser. The Investors have no obligation to subscribe for any shares pursuant to their Over-Subscription Privilege and the Standby Purchaser has no obligation to purchase any shares offered to the holders of Eligible Warrants.

In addition, we expect to enter into a registration rights agreement with the Investors at the closing of the Standby Purchase Commitment, pursuant to which we will use our best efforts to register for resale all of the shares of common stock held by the Investors from time to time, subject to certain exceptions.

In light of the Standby Purchase Commitment, we anticipate that we will receive aggregate gross proceeds of at least $[●] million if the Rights Offering is completed, whether or not any holders, other than the Investors, exercise their Subscription Rights.

Designated Board Member

Pursuant to the Standby Purchase Agreement, we will enter into an Investor Rights Agreement with the Investors at the closing of the Standby Purchase Commitment. Pursuant to the Investor Rights Agreement, the Investors will have the right to designate a candidate for our board of directors and we will cause our board of directors to appoint such candidate, effective as of the closing of the Standby Purchase Commitment, and will nominate and recommend such candidate for each subsequent election; provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities).

Closing Conditions

The closing of the transactions contemplated by the Standby Purchase Agreement is subject to the satisfaction or waiver of customary conditions, including (i) the accuracy of representations and warranties set forth in the Standby Purchase Agreement; (ii) compliance with covenants; (iii) the effectiveness of the registration statement related to the Rights Offering; and (iv) consummation of the Rights Offering.

Fees and Expenses

We will pay all of our expenses associated with this prospectus, the registration statement of which this prospectus forms a part and the Rights Offering. Upon the closing of the Standby Purchase Commitment, we expect to pay the Standby Purchaser $750,000 for its guarantee of the Rights Offering. We have also agreed to reimburse the Investors for their reasonable legal and professional out-of-pocket expenses in connection with this transaction, whether or not the Rights Offering is consummated.

Termination

The Standby Purchase Agreement may be terminated at any time prior to the closing of the Rights Offering by mutual agreement of the Company and the Investors. We may also terminate the Standby Purchase Agreement if (i) our board of directors determines that it is not in the best interests of the Company and its stockholders to proceed with the Rights Offering or (ii) if consummation of the Rights Offering is prohibited by applicable law, rules or regulations.

Indemnification

We expect to agree to indemnify the Investors and each of their respective officers, directors, partners, employees, agents and representatives for losses arising out of or relating to any inaccuracy in or breach of our representations or warranties contained in the Standby Purchase Agreement or our breach of any agreement or covenant made by us in the Standby Purchase Agreement, other than losses resulting from any action, suit, claim, matter or proceeding initiated by or on behalf of a stockholder of the Company (other than the Investors with respect to their rights under the Standby Purchase Agreement against us) relating to the transactions contemplated by the Standby Purchase Agreement.

Registration Rights

As a condition to consummation of the Standby Purchase Commitment, we expect to enter into a Registration Rights Agreement with the Investors at the closing of the Standby Purchase Commitment, pursuant to which they may request that we register for resale all of the shares of common stock held by the Investors from time to time, subject to certain exceptions. The Investors may exercise their registration rights at any time after the consummation of the Standby Purchase Commitment. We have agreed to reimburse the Investors for all reasonable legal and professional out-of-pocket costs and expenses they incur in connection with the exercise (if any) of their registration rights. We may not be obligated to file or maintain the effectiveness of a registration statement covering such shares if our Board of Directors reasonably determines that proceeding with such an offering would require the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be in the Company’s best interests, or that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries taken as a whole or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason.

The foregoing description is a summary only and is qualified in its entirety by reference to the Standby Purchase Agreement, Registration Rights Agreement and Investor Rights Agreement, the forms of which are attached as exhibits to the registration statement of which this prospectus forms a part. Such description is not intended to be a source of factual, business or operational information about us or our subsidiaries. The representations, warranties and covenants contained in the Standby Purchase Agreement, Registration Rights Agreement and Investor Rights Agreement, were made only for purposes of such agreement and as of specific date, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of such agreement, which subsequent information may or may not be fully reflected in our public disclosures.

DESCRIPTION OF SECURITIES

The following descriptions of our capital stock, Certificate of Incorporation (including the Certificate of Designation, defined below) and Bylaws are only summaries, and we encourage you to review complete copies of our organizational documents, which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. You can obtain copies of these documents by following the directions outlined in “Where You Can Find More Information” elsewhere in this prospectus.

General

As of December 31, 2021, we had one class of securities registered under Section 12 of the Exchange Act which consists of common stock, $0.01 par value per share. The following is a summary of information concerning our common stock and, to the extent applicable, the material limitations or qualifications on the rights of our common stock by our currently outstanding Series B Preferred Stock. The summary and description below does not purport to be a complete statement of the relevant provisions of our Certificate of Incorporation, including the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designation”), and Bylaws, and are entirely qualified by these documents. The Delaware General Corporation Law may also affect the terms of these securities.

As of December 31, 2021, our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.01 per share, of which 4,174,962 shares were issued and outstanding, held by approximately 195 stockholders of record and 5,000,000 shares of preferred stock, par value $0.01 per share, of which no shares of Series A convertible preferred stock, par value $0.01 per share, were issued and outstanding, no shares of Series A-1 convertible preferred stock, par value $0.01 per share, were issued and outstanding, and 47,000 shares of Series B Preferred Stock were issued and outstanding. The actual number of stockholders is greater than the number of stockholders of record and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. In addition, as of December 31, 2021, we had options to purchase 632,058 shares of common stock issued and outstanding. The authorized and unissued shares of common stock and preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our stockholders is so required, our board of directors will not seek stockholder approval for the issuance and sale of our common stock.

Common Stock

Holders of our common stock are entitled to one vote for each share on all matters submitted to a vote of stockholders, and do not have cumulative voting rights. Generally, in matters other than the election of directors, the affirmative vote of a majority of the votes cast authorizes such an action, except where Delaware General Corporation Law prescribes a different percentage of votes or a different exercise of voting power. For the election of directors, directors are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote. Under our Certificate of Incorporation, our directors are divided into three classes serving staggered three-year terms, which means that the entire board of directors will not be up for election each year. The holders of common stock, however, are not entitled to vote in the election of director designees by holders of Series B Preferred Stock. Based on the holdings of the issued and outstanding Series B Preferred Stock as of the date hereof, two holders of Series B Preferred Stock are each entitled to elect two directors. See the section titled “—Preferred Stock” below.

Pursuant to the Standby Purchase Agreement and Investors Rights Agreement, the Investors will have the right to designate a candidate for our board of directors and the Company has agreed to cause its board of directors to appoint such candidate to the board of directors, effective as of the closing of the Standby Purchase Commitment, and to nominate and recommend such candidate for each subsequent election; provided that the Investors (together with their affiliates), at the time of such appointment or nomination, then holds shares of our common stock representing at least five percent (5.0%) of our fully-diluted shares of common stock (assuming the conversion of all outstanding convertible securities).

Holders of our common stock are entitled to receive, as, when and if declared by our board of directors from time to time, such dividends and other distributions in cash, stock or property from our assets or funds legally available for such purposes, subject to any preferential dividend or other rights of any then outstanding preferred stock, including our Series B Preferred Stock described further herein.

No preemptive, conversion, or other Subscription Rights apply to our common stock. All outstanding shares of our common stock are fully paid and non-assessable. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the assets available for distribution, subject to any preferential or other rights of any then outstanding preferred stock, including our Series B Preferred Stock described further herein. The voting, dividend and liquidation rights of the holders of our common stock are subject to and qualified by the rights of the holders of the preferred stock, including our Series B Preferred Stock described further herein.

Our common stock is currently quoted on the OTCQX Market of the OTC under the symbol “IDXG.” The common stock to be issued in the Rights Offering, like our existing shares of common stock, will be quoted on the OTCQX market under the same symbol. The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

Anti-Takeover Effects of Provisions of Our Certificate of Incorporation, Our Bylaws and Delaware Law

Provisions of Delaware law and our Certificate of Incorporation and Bylaws could make the following more difficult:

These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals because negotiation of such proposals could result in an improvement of their terms:

In addition, Section 203 of the Delaware General Corporate Law provides that, subject to exceptions specified therein, an “interested stockholder” of a Delaware corporation shall not engage in any “business combination,” including general mergers or consolidations or acquisitions of additional shares of the corporation, with the corporation for a three-year period following the time that such stockholder becomes an interested stockholder unless:

Under Section 203, the restrictions described above also do not apply to specified business combinations proposed by an interested stockholder following the announcement or notification of one of specified transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors, if such transaction is approved or not opposed by a majority of the directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The restrictions described above also do not apply to specified business combinations with a person who is an “interested stockholder” prior to the time when the corporation’s common stock is listed on a national securities exchange, so these restrictions would not apply to a business combination with any person who is one of our stockholders prior to this offering.

Except as otherwise specified in Section 203, an “interested stockholder” is defined to include:

Under some circumstances, Section 203 makes it more difficult for a person who is an interested stockholder to effect various business combinations with us for a three-year period. The Investors (including the Standby Purchaser) as a group are one of our largest stockholders and beneficially own approximately 18.7% of our common stock outstanding as of the Record Date or 6.5% of our fully-diluted shares of common stock (assuming the conversion of all outstanding Series B Preferred Stock).

Limitation of Liability

Our Certificate of Incorporation limits the liability of directors and officers to the fullest extent permitted by Delaware law and require that we indemnify our directors and officers to such extent, except that we will not be obligated to indemnify any such person for claims brought voluntarily and not by way of defense, or for any amounts paid in settlement of an action without our prior written consent.

In addition, our Certificate of Incorporation provides that a director is not personally liable to us or our stockholders for monetary damages for breach of his or her fiduciary duty as director, except for liability (i) for any breach of the director’s duty of loyalty to us or our stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for willful or negligent conduct in paying dividends or repurchasing stock out of any other lawfully available funds, or (iv) for any transaction from which the director derives an improper personal benefit.

Preferred Stock

We are authorized to issue up to five million shares of preferred stock, par value $0.01 per share, in one or more series. Our Board of Directors has the authority, without action by our stockholders, to designate and issue preferred stock in one or more classes or one or more series of stock within any class and to designate the rights, preferences and privileges of each class or series, which may be greater than the rights of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of our common stock until our board of directors determines the specific rights of the holders of such preferred stock. However, the effects might include, among other things: