Insight Molecular fixes bylaws exhibit in 10-K

Insight Molecular Diagnostics Inc. filed a current report to correct an exhibit previously attached to its Annual Report on Form 10-K for the year ended December 31, 2025.

Accepted by SEC EDGAR 04/30/2026 - 04:07 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Insight Molecular Diagnostics Inc. filed a current report to correct an exhibit previously attached to its Annual Report on Form 10-K for the year ended December 31, 2025. The earlier filing inadvertently included shareholder voting provisions that are not part of the Company’s Third Amended and Restated Bylaws.

The Company is now providing the correct copy of its Third Amended and Restated Bylaws as Exhibit 3.1 to this report. The correction is described as a clerical error and does not change any other disclosures contained in the Form 10-K.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Form type: Form 8-K Affected period: Year ended December 31, 2025 Corrected exhibit number: Exhibit 3.1 +2 more

5 metrics

Form type Form 8-K Current report correcting prior 10-K exhibit

Affected period Year ended December 31, 2025 Annual Report on Form 10-K referenced

Corrected exhibit number Exhibit 3.1 Third Amended and Restated Bylaws attached to 8-K

Prior exhibit reference Exhibit 3.5 Incorrect bylaws version incorporated in Form 10-K

Filing date April 30, 2026 Date of current report by Insight Molecular Diagnostics Inc.

Key Terms

Third Amended and Restated Bylaws, Item 8.01 Other Events, Annual Report on Form 10-K, exhibit, +1 more

5 terms

Third Amended and Restated Bylaws financial

"The Company’s Third Amended and Restated Bylaws (as amended and restated, the “Bylaws”) as Exhibit 3.5."

Item 8.01 Other Events regulatory

"Emerging growth company Item 8.01 Other Events On March 26, 2026, Insight Molecular Diagnostics Inc."

Annual Report on Form 10-K regulatory

"filed its Annual Report on Form 10-K for the year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

exhibit regulatory

"Due to a clerical error, the exhibit inadvertently included certain provisions related to shareholder voting"

shareholder voting financial

"inadvertently included certain provisions related to shareholder voting which are not part of the Bylaws."

FAQ

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What did Insight Molecular Diagnostics Inc. (IMDX) disclose in this 8-K filing?

Insight Molecular Diagnostics Inc. disclosed that a clerical error in its prior Form 10-K exhibit mis-stated certain shareholder voting provisions. The company is now filing the correct Third Amended and Restated Bylaws as Exhibit 3.1 without changing any other Form 10-K disclosures.

How does this 8-K affect Insight Molecular Diagnostics Inc.’s previously filed 10-K?

The 8-K states that only the bylaws exhibit is corrected, replacing an incorrect version that included extra shareholder voting provisions. The company specifically notes that this correction does not change any other disclosures contained in the previously filed Annual Report on Form 10-K.

What corporate document is being corrected for Insight Molecular Diagnostics Inc. (IMDX)?

The company is correcting its Third Amended and Restated Bylaws, previously incorporated by reference as Exhibit 3.5 to the Form 10-K. The new 8-K attaches the correct bylaws as Exhibit 3.1, removing provisions that were erroneously included in the prior exhibit.

Why did Insight Molecular Diagnostics Inc. need to refile its bylaws exhibit?

The bylaws exhibit in the Form 10-K inadvertently included certain shareholder voting provisions that are not actually part of the company’s bylaws. The 8-K attributes this to a clerical error and remedies it by filing the accurate Third Amended and Restated Bylaws as a new exhibit.

Does the 8-K report any financial changes for Insight Molecular Diagnostics Inc. (IMDX)?

The 8-K does not report financial changes. It focuses on correcting the bylaws exhibit that was incorporated into the Form 10-K for the year ended December 31, 2025, and explicitly states that no other disclosures in that annual report are changed.

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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): April 30, 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 8.01 Other Events

On March 26, 2026, Insight Molecular Diagnostics Inc. (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2025, which incorporated by reference the Company’s Third Amended and Restated Bylaws (as amended and restated, the “Bylaws”) as Exhibit 3.5. Due to a clerical error, the exhibit inadvertently included certain provisions related to shareholder voting which are not part of the Bylaws. The Company is filing the correct copy of the Bylaws, attached hereto as Exhibit 3.1, and does not change any other disclosures contained in the Form 10-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Third Amended and Restated Bylaws of Insight Molecular Diagnostics Inc.
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: April 30, 2026	By:	/s/ Peter Hong
	Name:	Peter Hong
	Title:	Vice President, General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents