| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, no par value |
| (b) | Name of Issuer:
Insight Molecular Diagnostics Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2 International Plaza Dr., Suite 510, Nashville,
TENNESSEE
, 37217. |
Item 1 Comment:
The name of the issuer is Insight Molecular Diagnostics Inc., a California corporation (the "Issuer"). The address of the Issuer's principal executive office is 2 International Plaza Dr., Suite 510, Nashville, Tennessee 37217. This Amendment No. 13 to Schedule 13D relates to the Issuer's Common Stock, no par value (the "Shares"). |
| Item 2. | Identity and Background |
|
| (a) | (a), (f) The persons filing this statement are: (i) Broadwood Partners, L.P., a Delaware limited partnership ("Broadwood Partners"); (ii) Broadwood Capital, Inc., a New York corporation ("Broadwood Capital"); and (iii) Neal C. Bradsher, a United States citizen ("Mr. Bradsher", and collectively with Broadwood Partners and Broadwood Capital, the "Reporting Persons").
(b), (c) Broadwood Capital is an investment adviser registered with the Securities and Exchange Commission that is principally engaged in the business of providing investment advisory services. Broadwood Partners is a pooled investment vehicle that is principally engaged in the business of investing its assets in securities. Broadwood Capital serves as the general partner of Broadwood Partners. Neal Bradsher is the President of Broadwood Capital. The principal business address of the Reporting Persons is: c/o Broadwood Capital, Inc., 156 West 56th Street, 3rd Floor, New York, New York 10019.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The funds for the purchase of the 12,081,932 Shares beneficially owned by Broadwood Partners came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
The funds for the purchase of the 12,081,932 Shares beneficially owned by Broadwood Capital came from the working capital of Broadwood Partners, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
The funds for the purchase of the 12,082,089 Shares beneficially owned by Mr. Bradsher came from his personal funds and the working capital of Broadwood Partners. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons acquired their Shares for investment and are filing this Schedule 13D/A to report that, on February 10, 2026, Broadwood Partners entered into a securities purchase agreement with the Issuer (the "RD Purchase Agreement") pursuant to which Broadwood Partners agreed to acquire 521,739 Shares from the Issuer in a registered direct offering, for a combined total purchase price of $2,999,999, or $5.75 per Share.
The foregoing is a summary of certain material terms of the RD Purchase Agreement. However, such summary is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the Form of the RD Purchase Agreement, which has been filed as Exhibit B and is incorporated herein by reference.
Except as otherwise set forth below, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons have been, and may continue to be, in contact with members of the Issuer's management, the board of directors of the Issuer (the "Board of Directors"), other significant shareholders and others regarding alternatives that the Issuer could employ to maximize the creation of shareholder value over time.
The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to shareholders, the Board of Directors and/or the management of the Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | (a)-(d) As of the date hereof, Broadwood Partners may be deemed to be the beneficial owner of 12,081,932 Shares, constituting 37.4% of the Shares, based upon 32,297,028 Shares outstanding as of the date hereof, as adjusted to include warrants of the Issuer beneficially owned by Broadwood Partners. Broadwood Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 12,081,932 Shares. Broadwood Partners has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 12,081,932 Shares.
As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 12,081,932 Shares, constituting 37.4% of the Shares, based upon 32,297,028 Shares outstanding as of the date hereof, as adjusted to include warrants of the Issuer beneficially owned by Broadwood Capital. Broadwood Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 12,081,932 Shares. Broadwood Capital has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 12,081,932 Shares.
As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 12,082,089 Shares, constituting 37.4% of the Shares, based upon 32,297,028 Shares outstanding as of the date hereof, as adjusted to include warrants of the Issuer beneficially owned by Mr. Bradsher. Mr. Bradsher has the sole power to vote or direct the vote of 157 Shares and the shared power to vote or direct the vote of 12,081,932 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 157 Shares and the shared power to dispose or direct the disposition of 12,081,932 Shares.
Other than as described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons during the past sixty days. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A: Joint Filing Agreement
Exhibit B: Form of RD Purchase Agreement (incorporated by reference in Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission by the Issuer on Feburary 12, 2026) |
