Executive stock options and contract change at Insight Molecular (IMDX)

Rhea-AI Filing Summary

Insight Molecular Diagnostics Inc. reported new equity awards and a contract change for key executives. On September 28, 2025, the board granted stock options under the Amended and Restated 2018 Equity Incentive Plan to several leaders. Josh Riggs, President and CEO, received options to purchase 400,000 shares of common stock. Andrea James, CFO, and Dr. Ekkehard Schütz, Chief Science Officer, each received options for 235,000 shares, and James Liu, Vice President Accounting, Controller, Treasurer and Principal Accounting Officer, received options for 18,000 shares.

All options have an exercise price of $3.33 per share and vest over three years, with one-third vesting on the first anniversary and the remainder vesting in equal monthly installments over the following two years, subject to continued service. On September 29, 2025, the company also amended Dr. Schütz’s employment agreement so that his term continues until it is terminated in accordance with that agreement, rather than ending on a fixed four-year term.

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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): September 28, 2025

Insight Molecular Diagnostics Inc.

(Exact name of registrant as specified in its charter)

California		1-37648		27-1041563
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		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)

N/A

(Former name or former address, if changed since last report)

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation

On September 28, 2025, the Board of Directors of Insight Molecular Diagnostics Inc. (the “Company”) approved the grant of stock options to certain employees, including Josh Riggs, President and Chief Executive Officer; Andrea James, Chief Financial Officer; Dr. Ekkehard Schütz, Chief Science Officer; and James Liu, Vice President Accounting, Controller, Treasurer and Principal Accounting Officer under the Company’s Amended and Restated 2018 Equity Incentive Plan (the “Plan”). Mr. Riggs received options to purchase 400,000 shares of common stock, each of Ms. James and Dr. Schütz received options to purchase 235,000 shares of common stock and Mr. Liu received options to purchase 18,000 shares of common stock. The options will vest over a three-year period, with one-third vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments over the following two years, subject to continued service. The exercise price of the options is $3.33, the closing price of the Company’s common stock on the trading day immediately prior to the grant date, and the options are subject to the terms and conditions of the Plan and award agreements.

Employment Agreement Amendment

On September 29, 2025 (the “Effective Date”), the Company entered into an amendment to employment agreement with Dr. Schütz, effective as of the Effective Date (the “Employment Agreement Amendment”), which amends Mr. Schütz’s existing employment agreement with the Company, dated May 20, 2024 (the “Existing Employment Agreement”). Except as provided herein, all other terms of the Existing Employment Agreement remain the same.

The Employment Agreement Amendment amends the term of the Existing Employment Agreement from four years after the effective date of the Existing Employment Agreement to instead continue until such time as Dr. Schütz’s Existing Employment Agreement is terminated in accordance with the terms of the Existing Employment Agreement.

The foregoing description of the Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment to Employment Agreement, effective September 29, 2025, by and between Insight Molecular Diagnostics Inc. and Ekkehard Schütz.
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: October 2, 2025	By:	/s/ Peter Hong
		Peter Hong
		Vice President, General Counsel

FAQ

What executive stock options did IMDX grant on September 28, 2025?

On September 28, 2025, Insight Molecular Diagnostics Inc. (IMDX) granted stock options under its 2018 Equity Incentive Plan to key executives. Josh Riggs received options for 400,000 shares, Andrea James and Dr. Ekkehard Schütz each received options for 235,000 shares, and James Liu received options for 18,000 shares.

What is the exercise price and vesting schedule of the new IMDX stock options?

The options have an exercise price of $3.33 per share, equal to the closing price of IMDX common stock on the trading day immediately before the grant date. They vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting in equal monthly installments over the next two years, subject to continued service.

Which Insight Molecular executives received stock options in this 8-K?

The executives receiving stock options were Josh Riggs (President and CEO), Andrea James (Chief Financial Officer), Dr. Ekkehard Schütz (Chief Science Officer), and James Liu (Vice President Accounting, Controller, Treasurer and Principal Accounting Officer).

How did IMDX amend Dr. Ekkehard Schütz’s employment agreement?

Effective September 29, 2025, Insight Molecular Diagnostics Inc. amended Dr. Schütz’s employment agreement so that its term continues until the agreement is terminated in accordance with its terms, rather than ending four years after the original effective date. All other terms of the existing agreement remain the same.

Where can investors find the full text of Dr. Schütz’s amended employment agreement?

The full text of the amendment to Dr. Ekkehard Schütz’s employment agreement is filed as Exhibit 10.1 to this report and is incorporated by reference.

Under which plan were the new IMDX stock options granted?

The stock options described were granted under Insight Molecular Diagnostics Inc.’s Amended and Restated 2018 Equity Incentive Plan, subject to the plan’s terms and the individual award agreements.