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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 10, 2026
Insight
Molecular Diagnostics Inc.
(Exact
name of Registrant as specified in its charter)
| California |
|
1-37648 |
|
27-1041563 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File No.) |
|
(IRS Employer
Identification No.) |
2
International Plaza Dr., Suite 510
Nashville,
Tennessee 37217
(Address
of principal executive offices) (Zip code)
(615)
255-8880
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, no par value |
|
IMDX |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
February 10, 2026, Insight Molecular Diagnostics Inc. (the “Company”) entered into securities purchase agreements
(the “Purchase Agreements”) with certain institutional investors, pursuant to which the Company
agreed to issue and sell (i) 3,482,498 shares (the “Shares”) of the Company’s common stock, no par value
per share (the “Common Stock”), and (ii) Pre-Funded Warrants (the “Pre-Funded Warrants”)
to purchase up to 1,043,478 shares of Common Stock (the “Pre-Funded Warrant Shares”) in a registered direct
offering (the “Offering”), pursuant to an effective shelf registration statement on Form S-3 (File No. 333-281159),
a base prospectus and prospectus supplement relating to the Offering (the “Prospectus Supplement”), in each
case filed with the Securities and Exchange Commission. The offering price was (i) $5.75 per Share and (ii) $5.7499 per
Pre-Funded Warrant, which is the price of each Share sold in the Offering, minus the $0.0001 exercise price per Pre-Funded Warrant. The
net proceeds from the Offering were approximately $24.5 million, after deducting placement agent fees and estimated offering expenses
payable by the Company. The Company currently plans to use the net proceeds from the Offering primarily 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. The Offering closed on February 12, 2026.
The
Pre-Funded Warrants have an initial exercise price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants may
be exercised at any time until exercised in full, except that a holder (together with its affiliates) will not be entitled to exercise
any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise would cause the aggregate number of shares of the Company’s
Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, upon election of the holder, 9.99%)
of the number of shares of Common Stock outstanding immediately prior to or after giving effect to the exercise, subject to such holder’s
rights under the Pre-Funded Warrants to increase or decrease such percentage to another percentage not in excess of 9.99% of the number
of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined
in accordance with the terms of the Pre-Funded Warrants upon at least 61 days’ prior notice from such holder to the Company.
The
Purchase Agreements contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities
Act”). The representations, warranties and covenants contained in the Purchase Agreements were made only for the
purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject
to limitations agreed upon by the contracting parties.
The
Company entered into a placement agency agreement (the “Placement Agency Agreement”), dated as of February
10, 2026, with Lake Street Capital Markets, LLC (the “Placement Agent”), pursuant to which the Placement Agent
agreed to serve as the placement agent for the Company in connection with the Offering. Pursuant to the terms of the Placement Agency
Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 3.0% of gross proceeds received in the Offering from certain
investors solely introduced by the Company and a cash fee equal to 6.0% of the gross proceeds received in the Offering from all other
investors. The Company also agreed to reimburse the Placement Agent for out-of-pocket expenses, including legal expenses, incurred
by it in connection with the offering of $125,000.
The
foregoing description of the terms and conditions of the Purchase Agreements and the Pre-Funded Warrants do not purport to be
complete and are each qualified in their entirety by the full text of the Purchase Agreement and the form of Pre-Funded Warrant,
copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, and incorporated herein by reference. A copy of the opinion
of Haynes and Boone, LLP relating to the legality of the issuance and sale of the Shares, the Pre-Funded Warrants and the Pre-Funded
Warrant Shares is attached hereto as Exhibit 5.1.
Item
8.01 Other Events
On
February 11, 2026, the Company issued a press release regarding the Offering described above under Item 1.01 of this Current Report
on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description
of Exhibit |
| 4.1 |
|
Form of Pre-Funded Warrant, dated February 10, 2026. |
| 5.1 |
|
Opinion of Haynes and Boone, LLP. |
| 10.1 |
|
Form
of Securities Purchase Agreement, dated as of February 10, 2026, by and between the Company and the purchasers thereto.* |
| 23.1 |
|
Consent of Haynes and Boone, LLP (included in Exhibit 5.1). |
| 99.1 |
|
Press Release, dated February 11, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
*Certain exhibits and schedules have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy of any of the omitted exhibits or schedules
upon request by the SEC.
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: February 12, 2026 |
By: |
/s/ Peter
Hong |
| |
Name: |
Peter Hong |
| |
Title: |
Vice President, General Counsel |
Exhibit 99.1
IMDX
ANNOUNCES $26.0 MILLION REGISTERED DIRECT OFFERING
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
