UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, Insight Molecular Diagnostics Inc. (the “Company” or “iMDx”) entered into an Agreement and Plan of Merger dated February 2, 2021, amended February 23, 2021, and amended and restated as of April 15, 2021 (as amended and restated, the “Merger Agreement”), by and among the Company, CNI Monitor Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Chronix, the stockholders party to the Merger Agreement (the “Stockholders”) and the equity holder representative. Pursuant to the Merger Agreement, Merger Sub merged with and into Chronix, with Chronix surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Merger was completed on April 15, 2021. Pursuant to the Merger Agreement, in addition to closing consideration, the Company agreed to pay Chronix’s equity holders (i) up to $14 million in any combination of cash or common stock if certain milestones are achieved (the “Milestone Payments”), (ii) earnout consideration during the five to ten-year earnout periods of up to 15% of net collections for sales of specified tests and products (the “15% Royalty”), and (iii) up to 75% of net collections from the sale or license to a third party of Chronix’s patents for use in transplantation medicine during a seven-year earnout period (the “Transplant Transfer Payout”).
As previously reported, on February 8, 2023, the Company and equity holder representative entered into Amendment No. 1 to the Merger Agreement, pursuant to which the parties agreed that (i) Chronix’s equity holders will be paid earnout consideration of 10% of net collections (the “10% Royalty”) for sales of specified tests and products (including those that use Chronix’s patented technology involving copy number instability to sensitively quantify the cell-free DNA from the primary solid tumor in a patient’s blood (“CNI Monitor”)), until the expiration of intellectual property related to such tests and products, (ii) Chronix’s equity holders will be paid 5% of the gross proceeds received from any sale of all or substantially all of the rights, titles, and interests in and to Chronix’s patents for use in transplantation medicine to such third party, and (iii) the Milestone Payments, 15% Royalty and Transplant Transfer Payout obligations were eliminated.
On September 15, 2026, iMDx and equity holder representative entered into Amendment No. 2 to the Merger Agreement (“Amendment No. 2”), pursuant to which the parties agreed that (i) Chronix’s equity holders will be paid a 10% Royalty for sales of CNI Monitor, until the earlier of (a) a sale of all or substantially all of the rights, titles, and interests in and to CNI Monitor to a third party (a “CNI Monitor Sale”), and (b) expiration of intellectual property related to CNI Monitor, and (ii) upon a CNI Monitor Sale, Chronix’s equity holders will be paid a final payment of 10% of the gross proceeds received from such CNI Monitor Sale (the “CNI Monitor Sale Payment”). In effect, upon payment of the CNI Monitor Sale Payment in connection with a CNI Monitor Sale, the ongoing 10% Royalty with respect to CNI Monitor will terminate.
The foregoing summary of Amendment No. 2 and the transactions contemplated by Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 2, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 2.1 | Amendment No. 2 to Amended and Restated Agreement and Plan of Merger dated September 15, 2026, by and between Insight Molecular Diagnostics Inc. and David MacKenzie, solely in his capacity as Equityholder Representative | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INSIGHT MOLECULAR DIAGNOSTICS INC. | ||
| Date: September 21, 2026 | By: | /s/ Peter Hong |
| Name: | Peter Hong | |
| Title: | Vice President, General Counsel | |