Insight Molecular revises Chronix CNI royalties

IMDX refines its Chronix acquisition earnout so future payments hinge on CNI Monitor test sales and any eventual sale of that asset.

Rhea-AI Filing Summary

Insight Molecular Diagnostics Inc. (IMDX) has entered into Amendment No. 2 to its Amended and Restated Agreement and Plan of Merger relating to the prior acquisition of Chronix. Earlier amendments had replaced up to $14 million in milestone payments, a 15% royalty on certain tests, and up to 75% of net collections from Chronix’s transplantation patents with a 10% royalty on specified tests and a 5% share of gross proceeds from any sale of those transplantation patents.

Under Amendment No. 2, Chronix’s equity holders are entitled to a continuing 10% Royalty on net collections from sales of the CNI Monitor test until the earlier of a sale of CNI Monitor to a third party or expiration of related intellectual property. If a CNI Monitor sale occurs, they will also receive a final 10% of the gross proceeds from that sale, after which the ongoing 10% royalty on CNI Monitor will terminate.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Original Milestone Payments: $14,000,000 maximum Original Royalty Rate: 15% of net collections Original Transplant Transfer Payout: Up to 75% of net collections +4 more

7 metrics

Original Milestone Payments $14,000,000 maximum Potential cash or stock milestone consideration under the original Chronix merger terms

Original Royalty Rate 15% of net collections Earnout on sales of specified tests and products before the first amendment

Original Transplant Transfer Payout Up to 75% of net collections Earnout from sale or license of Chronix transplantation patents before elimination

Revised Royalty on Tests 10% of net collections Royalty on specified tests and products, including CNI Monitor, after the first amendment

Share of Transplant Patent Sale Proceeds 5% of gross proceeds Payment to Chronix equity holders on sale of transplantation patents after the first amendment

CNI Monitor Royalty 10% of net collections Ongoing royalty under Amendment No. 2 until CNI Monitor sale or IP expiration

CNI Monitor Sale Payment 10% of gross proceeds Final payment to Chronix equity holders upon a sale of CNI Monitor, after which the royalty terminates

Key Terms

Agreement and Plan of Merger, earnout consideration, gross proceeds, intellectual property, +2 more

6 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger dated February 2, 2021"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

earnout consideration financial

"Chronix’s equity holders will be paid earnout consideration of 10% of net collections"

Earnout consideration is the portion of a purchase price that one party pays later only if the acquired business meets agreed future targets, like sales or profit goals. Think of it as a performance-linked bonus that shifts some risk from the buyer to the seller; investors watch earnouts because they affect how much value will actually be paid, influence future cash flow, and can change reported earnings or liabilities if targets are missed or met.

gross proceeds financial

"will be paid 5% of the gross proceeds received from any sale"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

intellectual property technical

"until the expiration of intellectual property related to such tests and products"

Intellectual property are legal rights that protect creations of the mind—such as inventions, brand names, designs, software, or secret formulas—giving the owner control over who can use, copy or sell them. For investors, IP is like owning a blueprint or recipe: it can generate steady income through exclusive sales or licensing, boost a company’s competitive edge and valuation, and also create costs or risks if rights must be defended or challenged in court.

equity holder representative regulatory

"by and between Insight Molecular Diagnostics Inc. and David MacKenzie, solely in his capacity as Equityholder Representative"

net collections financial

"up to 15% of net collections for sales of specified tests and products"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did IMDX change in the Chronix merger terms under Amendment No. 2?

Amendment No. 2 focuses Chronix equity holders’ contingent economics on CNI Monitor. They receive a 10% royalty on net collections from CNI Monitor sales until a sale of CNI Monitor or IP expiry, plus 10% of gross proceeds from any CNI Monitor sale, after which the royalty ends.

How were the original Chronix merger earnouts structured for IMDX (IMDX)?

The original merger terms included up to $14 million in milestone payments, a 15% royalty on net collections from specified tests and products, and up to 75% of net collections from sale or license of Chronix’s transplantation patents during a defined earnout period.

What did the first amendment to the Chronix merger change for IMDX?

The first amendment provided Chronix equity holders a 10% Royalty on net collections from specified tests and products, including CNI Monitor, until related intellectual property expiration, plus 5% of gross proceeds from any sale of Chronix’s transplantation patents, and eliminated the prior milestone, 15% royalty, and 75% payout obligations.

How does Amendment No. 2 affect future CNI Monitor royalties for IMDX?

Chronix equity holders will receive a 10% Royalty on net collections from CNI Monitor sales until either CNI Monitor is sold to a third party or related intellectual property expires. Upon a CNI Monitor sale, they receive 10% of gross sale proceeds and the ongoing royalty then terminates.

Does Amendment No. 2 change IMDX’s obligations on Chronix’s transplantation patents?

Amendment No. 2 restates the earnout focus around CNI Monitor. The filing confirms that under the first amendment, Chronix equity holders are entitled to 5% of gross proceeds from any sale of substantial rights in Chronix’s transplantation patents; those obligations replaced earlier higher earnout constructs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 15, 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.

As previously reported, Insight Molecular Diagnostics Inc. (the “Company” or “iMDx”) entered into an Agreement and Plan of Merger dated February 2, 2021, amended February 23, 2021, and amended and restated as of April 15, 2021 (as amended and restated, the “Merger Agreement”), by and among the Company, CNI Monitor Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Chronix, the stockholders party to the Merger Agreement (the “Stockholders”) and the equity holder representative. Pursuant to the Merger Agreement, Merger Sub merged with and into Chronix, with Chronix surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Merger was completed on April 15, 2021. Pursuant to the Merger Agreement, in addition to closing consideration, the Company agreed to pay Chronix’s equity holders (i) up to $14 million in any combination of cash or common stock if certain milestones are achieved (the “Milestone Payments”), (ii) earnout consideration during the five to ten-year earnout periods of up to 15% of net collections for sales of specified tests and products (the “15% Royalty”), and (iii) up to 75% of net collections from the sale or license to a third party of Chronix’s patents for use in transplantation medicine during a seven-year earnout period (the “Transplant Transfer Payout”).

As previously reported, on February 8, 2023, the Company and equity holder representative entered into Amendment No. 1 to the Merger Agreement, pursuant to which the parties agreed that (i) Chronix’s equity holders will be paid earnout consideration of 10% of net collections (the “10% Royalty”) for sales of specified tests and products (including those that use Chronix’s patented technology involving copy number instability to sensitively quantify the cell-free DNA from the primary solid tumor in a patient’s blood (“CNI Monitor”)), until the expiration of intellectual property related to such tests and products, (ii) Chronix’s equity holders will be paid 5% of the gross proceeds received from any sale of all or substantially all of the rights, titles, and interests in and to Chronix’s patents for use in transplantation medicine to such third party, and (iii) the Milestone Payments, 15% Royalty and Transplant Transfer Payout obligations were eliminated.

On September 15, 2026, iMDx and equity holder representative entered into Amendment No. 2 to the Merger Agreement (“Amendment No. 2”), pursuant to which the parties agreed that (i) Chronix’s equity holders will be paid a 10% Royalty for sales of CNI Monitor, until the earlier of (a) a sale of all or substantially all of the rights, titles, and interests in and to CNI Monitor to a third party (a “CNI Monitor Sale”), and (b) expiration of intellectual property related to CNI Monitor, and (ii) upon a CNI Monitor Sale, Chronix’s equity holders will be paid a final payment of 10% of the gross proceeds received from such CNI Monitor Sale (the “CNI Monitor Sale Payment”). In effect, upon payment of the CNI Monitor Sale Payment in connection with a CNI Monitor Sale, the ongoing 10% Royalty with respect to CNI Monitor will terminate.

The foregoing summary of Amendment No. 2 and the transactions contemplated by Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 2, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Amendment No. 2 to Amended and Restated Agreement and Plan of Merger dated September 15, 2026, by and between Insight Molecular Diagnostics Inc. and David MacKenzie, solely in his capacity as Equityholder Representative
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: September 21, 2026	By:	/s/ Peter Hong
	Name:	Peter Hong
	Title:	Vice President, General Counsel

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-2.1 EX-2.1 29.7 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB