false
0001642380
0001642380
2025-09-28
2025-09-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
