iMDx Announces $26.0 Million Registered Direct Offering

Rhea-AI Summary

Insight Molecular Diagnostics (Nasdaq: IMDX) announced a registered direct offering of 4,525,976 shares (or pre-funded warrants) at $5.75 per share, expected to close on February 12, 2026, for approximately $26.0 million gross proceeds before fees. Lake Street Capital Markets is sole placement agent.

The company said it will use net proceeds for general corporate purposes, including research and development to expand its GraftAssure transplant diagnostic offering beyond kidney into other organs, most immediately heart transplant testing. Bio-Rad participated on the same terms.

Positive

• Gross proceeds of approximately $26.0 million
• Issuance of 4,525,976 shares (or pre-funded warrants) provides immediate capital
• Proceeds earmarked to expand GraftAssure into heart transplant testing
• Participation by Bio-Rad on same terms signals strategic investor support

Negative

• Issuance of 4,525,976 shares will dilute existing shareholders
• Net proceeds reduced by placement agent fees and offering expenses
• Closing is subject to customary conditions, so financing is not finalized until Feb 12, 2026

News Market Reaction

-22.67% 8.8x vol

23 alerts

-22.67% News Effect

-21.8% Trough in 7 hr 55 min

-$62M Valuation Impact

$212M Market Cap

8.8x Rel. Volume

On the day this news was published, IMDX declined 22.67%, reflecting a significant negative market reaction. Argus tracked a trough of -21.8% from its starting point during tracking. Our momentum scanner triggered 23 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $62M from the company's valuation, bringing the market cap to $212M at that time. Trading volume was exceptionally heavy at 8.8x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares Offered: 4,525,976 shares Offering Price: $5.75 per share Warrant Exercise Price: $0.0001 per share +5 more

8 metrics

Shares Offered 4,525,976 shares Common stock or pre-funded warrants in registered direct offering

Offering Price $5.75 per share Purchase price for common stock in offering

Warrant Exercise Price $0.0001 per share Exercise price for pre-funded warrants

Gross Proceeds $26.0 million Aggregate gross proceeds before fees and expenses

Closing Date February 12, 2026 Expected closing date of the offering

Form S-3 File No. 333-281159 File number of the referenced registration statement

S-3 Filing Date August 1, 2024 Date registration statement was filed with SEC (per article)

S-3 Effective Date August 7, 2024 Date registration statement was declared effective (per article)

Market Reality Check

Price: $5.58 Vol: Volume 29,073 is slightly...

normal vol

$5.58 Last Close

Volume Volume 29,073 is slightly below 20-day average 31,215 (relative 0.93x). normal

Technical Price $7.41 is trading above 200-day MA at $4.64 and 12.93% below the 52-week high of $8.51.

Peers on Argus

IMDX gained 3.78% while peers were mixed: BNR -3.09%, MDXH -3.21%, PRE +1.76%, B...

IMDX gained 3.78% while peers were mixed: BNR -3.09%, MDXH -3.21%, PRE +1.76%, BDSX +2.88%, FONR +0.32%, indicating a stock-specific move.

Common Catalyst Only one peer (PRE) reported an upcoming earnings call; no broad sector news theme appears.

Historical Context

5 past events · Latest: Jan 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Strategic endorsement	Positive	+1.7%	STAR working group paper supported decentralized dd‑cfDNA testing aligned with GraftAssure.
Jan 07	Conference participation	Positive	+1.5%	Announced JPM Week and BTIG Snowbird investor conference meetings with management.
Jan 06	Executive hire	Positive	-1.1%	Named VP of Medical Affairs to support commercial transplant assay launch preparation.
Jan 05	Clinical progress update	Positive	+4.3%	Updated on GraftAssure program, de novo submission work, and global center engagement.
Nov 10	Earnings and pipeline	Positive	+9.0%	Reported Q3 2025 results and progress toward FDA submission and 2026 launch goal.

Pattern Detected

Recent news has generally led to positive price reactions, with four of five prior announcements showing gains despite varying topics.

Recent Company History

Over the past few months, iMDx has highlighted progress toward commercializing its GraftAssure transplant diagnostics, including a near-complete de novo submission, engagement with 20 global and 17 U.S. transplant centers, and Q3 2025 revenue of $260,000 alongside broader losses. Additional updates covered executive hiring, conference participation, and external validation of decentralized dd-cfDNA testing. These steps frame today’s offering as capital-raising against a backdrop of advancing clinical, regulatory, and commercial plans.

Market Pulse Summary

The stock dropped -22.7% in the session following this news. A negative reaction despite the capital...

Analysis

The stock dropped -22.7% in the session following this news. A negative reaction despite the capital raise would fit concerns about dilution from issuing 4,525,976 new securities at $5.75 per share. The $26.0 million in gross proceeds funds R&D and expansion of GraftAssure into additional organs, but shareholders may focus on per-share impact. Historical news has typically seen constructive price responses, so a sharp decline could reflect sensitivity to equity financing terms rather than program fundamentals.

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, form s-3, +2 more

6 terms

registered direct offering financial

"at an offering price of $5.75 per share in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"common stock, no par value per share (or pre-funded warrants in lieu thereof) at"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"pursuant to a “shelf” registration statement on Form S-3 (File No. 333-281159)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"registration statement on Form S-3 (File No. 333-281159) that was filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"only by means of a base prospectus and prospectus supplement that forms a part"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"means of a base prospectus and prospectus supplement that forms a part"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

AI-generated analysis. Not financial advice.

NASHVILLE, Tenn., Feb. 11, 2026 (GLOBE NEWSWIRE) -- Insight Molecular Diagnostics Inc., (Nasdaq: IMDX), (“iMDx” or the “Company”), today announced that it has entered into definitive agreements with certain institutional investors for the purchase and sale of an aggregate of 4,525,976 shares of its common stock, no par value per share (or pre-funded warrants in lieu thereof) at an offering price of $5.75 per share in a registered direct offering. The purchase price per pre-funded warrant is identical to the purchase price per share of common stock, less the exercise price of $0.0001 per share. The offering is expected to close on February 12, 2026, subject to the satisfaction of customary closing conditions.

Lake Street Capital Markets, LLC is acting as the sole placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $26.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, including but not limited to research and development in the transplantation category.

Proceeds from the offering will allow the company to invest in research and development with the goal of expanding its GraftAssure product offering beyond kidney transplant rejection testing into other organs, and most immediately, into heart transplant rejection testing.

Bio-Rad Laboratories, Inc., a significant shareholder of iMDx, participated in the offering on the same terms as the other investors in the offering.

The securities described above are being offered and sold by the Company in a registered direct offering pursuant to a “shelf” registration statement on Form S-3 (File No. 333-281159) that was filed with the Securities and Exchange Commission (the “SEC”), on August 1, 2024, which was declared effective by the SEC on August 7, 2024. The offering of the securities in the registered direct offering is being made only by means of a base prospectus and prospectus supplement that forms a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus may also be obtained, when available, from Lake Street Capital Markets, LLC at 121 S 8th St Suite 1000, Minneapolis, MN, 55402, by phone at (612) 326-1305 or e-mail at prospectus@lakestreetcm.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Insight Molecular Diagnostics, Inc.

Insight Molecular Diagnostics is a pioneering diagnostics technology company whose mission is to democratize access to novel molecular diagnostic testing to improve patient outcomes. Investors may visit https://investors.imdxinc.com/ for more information.

GraftAssureCore™, GraftAssureIQ™, GraftAssureDx™, VitaGraft™, GraftAssure™, DetermaIO™, and DetermaCNI™ are trademarks of Insight Molecular Diagnostics Inc.

Forward-Looking Statements

Any statements that are not historical fact (including, but not limited to, statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “may,” and similar expressions) are forward-looking statements. These statements include those pertaining to the consummation of the offering and the satisfaction of customary closing conditions related to the offering, and the use of proceeds therefrom. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of diagnostic tests or products, uncertainty in the results of clinical trials or regulatory approvals, the capacity of Insight Molecular Diagnostics’ third-party supplied blood sample analytic system to provide consistent and precise analytic results on a commercial scale, potential interruptions to supply chains, the need and ability to obtain future capital, maintenance of intellectual property rights in all applicable jurisdictions, obligations to third parties with respect to licensed or acquired technology and products, the need to obtain third party reimbursement for patients’ use of any diagnostic tests Insight Molecular Diagnostics or its subsidiaries commercialize in applicable jurisdictions, and risks inherent in strategic transactions such as the potential failure to realize anticipated benefits, legal, regulatory or political changes in the applicable jurisdictions, accounting and quality controls, potential greater than estimated allocations of resources to develop and commercialize technologies, or potential failure to maintain any laboratory accreditation or certification. Actual results may differ materially from the results anticipated in these forward-looking statements and accordingly such statements should be evaluated together with the many uncertainties that affect the business of Insight Molecular Diagnostics, particularly those mentioned in the “Risk Factors” and other cautionary statements found in Insight Molecular Diagnostics’ SEC filings, which are available from the SEC’s website, and market and other conditions. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. Insight Molecular Diagnostics undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Investor Contact:

Alexandra Grossman

LifeSci Advisors LLC

alex@lifesciadvisors.com

FAQ

What are the terms of IMDX's February 11, 2026 registered direct offering?

The offering is for 4,525,976 shares (or pre-funded warrants) at $5.75 per share. According to the company, aggregate gross proceeds are expected to be about $26.0 million before fees and expenses, with closing expected on February 12, 2026.

How will IMDX use the proceeds from the $26.0M registered direct offering (IMDX)?

IMDX intends to use net proceeds for general corporate purposes and R&D in transplantation. According to the company, funds will support expanding GraftAssure beyond kidney tests, with immediate focus on heart transplant rejection testing.

Did any existing investors participate in IMDX's registered direct offering?

Yes. According to the company, Bio-Rad Laboratories, a significant IMDX shareholder, participated in the offering on the same terms as other investors, purchasing shares under the registered direct offering structure.

Who is managing the placement for IMDX's registered direct offering and when does it close?

Lake Street Capital Markets, LLC is the sole placement agent for the offering. According to the company, the transaction is expected to close on February 12, 2026, subject to customary closing conditions.

Will the IMDX offering cause dilution for existing shareholders and when is it effective?

Yes, issuing 4,525,976 new shares (or pre-funded warrants) will dilute current ownership proportionally. According to the company, the offering is expected to close and become effective on February 12, 2026, subject to conditions.