[8-K] Oncocyte Corporation Reports Material Event

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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): June 27, 2025

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)

(949) 409-7600

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 5.07. Submission of Matters to a Vote of Security Holders.

General

On June 27, 2025, Insight Molecular Diagnostics Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast at https://web.lumiconnect.com/259974801. Present at the Annual Meeting virtually or by proxy were holders of 21,008,960 shares of common stock of the Company, which represented 73.46% of the voting power of all shares of common stock of the Company as of May 12, 2025, the record date for the Annual Meeting.

Proposals

The shareholders of the Company voted on the following proposals at the Annual Meeting, as more fully described in the definitive proxy statement on Schedule 14A relating to the Annual Meeting, which was originally filed with the Securities and Exchange Commission on May 14, 2025 (the “Proxy Statement”):

1. To elect the following four (4) director nominees, each to serve until the 2026 annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal: Joshua Riggs, Andrew Arno, Andrew J. Last and Louis E. Silverman;

2. To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025

3. To approve, on a non-binding advisory basis, the Company’s named executive officer compensation for the year ended December 31, 2024; and

4. To approve an amendment to the Company’s Amended and Restated 2018 Equity Incentive Plan to increase the total number of shares of the Company’s common stock authorized for issuance under such plan by 1,500,000, to a total of 3,800,000 shares.

Voting Results

The final voting results for each of these proposals at the Annual Meeting are detailed below.

1. Election of Directors

					Shares Voted
Director Nominee		For			Against			Abstained			Broker Non-Votes
Joshua Riggs			18,094,181			6,225			3,890			2,904,664
Andrew Arno			18,033,599			66,567			4,130			2,904,664
Andrew J. Last			18,041,724			58,642			3,930			2,904,664
Louis E. Silverman			18,035,578			64,816			3,902			2,904,664

Based on the votes set forth above, each director nominee was duly elected to serve until the 2026 annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

2. Ratification of Appointment of Accounting Firm

Shares Voted
For		Against		Abstained		Broker Non-Votes
20,986,994		4,951		17,015		0

Based on the votes set forth above, the shareholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

3. Say On Pay Proposal

Shares Voted
For		Against		Abstained		Broker Non-Votes
18,063,639		28,647		12,010		2,904,664

Based on the votes set forth above, the shareholders approved, on a non-binding advisory basis, the Company’s named executive officer compensation for the year ended December 31, 2024.

4. Approval of Amendment to Amended and Restated Incentive Plan

Shares Voted
For		Against		Abstained		Broker Non-Votes
17,958,519		140,508		5,269		2,904,664

Based on the votes set forth above, the shareholders approved the amendment to the Company’s Amended and Restated 2018 Equity Incentive Plan to increase the total number of shares of the Company’s common stock authorized for issuance under such plan by 1,500,000, to a total of 3,800,000 shares.

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: July 2, 2025	By:	/s/ Peter Hong
	Name:	Peter Hong
	Title:	Vice President, General Counsel