UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A



Amendment
No. 1



(Mark
One)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2019



OR



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



For
the transition period from ____________to_________________



Commission
file Number: 000-24249



|Interpace
    Biosciences, Inc.                           
|----------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)



|Delaware                                                                |  | 22-2919486                                   
|----------------------------------------------------------------------- |  | ---------------------------------------------
|(State or other jurisdiction
    of 
    incorporation or organization) |  | (I.R.S. Employer
    
    Identification No.)



|Morris
        Corporate Center 1, Building C
        300
        Interpace Parkway, Parsippany, NJ 07054
|---------------------------------------------------------------------------------------------------------
|(Address of principal
    executive offices and zip code)                                                



|(855)
    776-6419                                      
|--------------------------------------------------------
|(Registrant’s
    telephone number, including area code)



|Securities
    registered pursuant to Section 12(b) of the Act:
|---------------------------------------------------------------



|Title
    of each class                     |  | Trading
    Symbol(s) |  | Name
    of each exchange on which registered
|------------------------------------------- |  | --------------------- |  | ---------------------------------------------
|Common Stock, par
    value $0.01 per share |  | IDXG                  |  | The Nasdaq Stock
    Market LLC              



Securities registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes [X] No [  ]



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.



|Large accelerated filer [  ] | Accelerated
    filer [  ] | Non-accelerated
    filer [X] | Smaller
    reporting company [X]
|---------------------------- | -------------------------- | ----------------------------- | ---------------------------------
|Emerging growth company [  ] |                            |                               |                                  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]



The
aggregate market value of the registrant’s common stock, $0.01 par value per share, held by non-affiliates of the registrant
on June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was $27,821,137
(based on the closing sales price of the registrant’s common stock on that date). Shares of the registrant’s common
stock held by each officer and director and each person who owns 10% or more of the outstanding common stock of the registrant
have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.



As
of April 17, 2020, 4,043,673 shares of the registrant’s common stock, $0.01 par value per share, were issued and outstanding.


















EXPLANATORY
NOTE



Reason
for this Amendment



This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December
31, 2019 (the “Annual Report”) of Interpace Biosciences, Inc. (the “Company”), as originally filed (the
“Original Filing”) with the U.S. Securities and Exchange Commission (the “SEC”) on April 22, 2020 to add
the following disclosure regarding reliance by the Company on the SEC Order issued March 25, 2020 pursuant to Section 36 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), granting exemptions from specified provisions of
the Exchange Act and certain rules thereunder (Release No. 34-88465) (the “Order”). This Amendment is being filed
to include the disclosure below in accordance with the Order.



Reliance
on SEC Relief from Filing Requirements



The
Company filed the Original Filing in reliance on the Order, permitting the delay in filing due to circumstances related to COVID-19.
The Company filed, on March 30, 2020, a Current Report on Form 8-K (the “March 30 Form 8-K”) indicating its intention
to rely on the Order. As stated in the March 30 Form 8-K, the Company required additional time to finalize the Annual Report due
to circumstances related to COVID-19, the disease caused by the coronavirus. The effects of COVID-19 have limited the abilities
of the Company’s employees to conduct normal business activities. This, in turn, delayed the Company’s ability to
complete its audit and prepare the Original Filing.



In
accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently
dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer
and principal financial officer. Because no financial statements have been included in this Amendment, and this Amendment does
not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted. Except as described above, this Amendment does not amend, modify
or update the information in, or exhibits to, the Original Filing, and the Company has not updated disclosures included therein
to reflect any subsequent developments or events. This Amendment should be read in conjunction with the Original Filing and with
our other filings made with the SEC subsequent to the filing of the Original Filing.



PART
IV



|ITEM
    15. | EXHIBITS, FINANCIAL
    STATEMENT SCHEDULES
|------------ | -------------------------------------------



Part
IV of our Original Filing is hereby amended solely to add the following exhibits required to be filed in connection with this
Amendment:



| | (a)(3) | and
(b) Exhibits filed with this Amendment:
| | ------ | -------------------------------------------



|Exhibit
                                                                                No. |  | Description                                                                                                        
|------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------
|                                                                                            |  |                                                                                                                    
|31.1                                                                                        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|31.2                                                                                        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   | INTERPACE BIOSCIENCES,
    INC.      
|------------------ | -------------------------------------
|                   |                                      
|Date: May 29, 2020 | /s/
    Jack E. Stover               
|                   | Jack E. Stover                       
|                   | President and Chief Executive Officer