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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 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 | ||
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of September 29, 2025, by and between Insight Molecular Diagnostics Inc., formerly known as Oncocyte Corporation (the “Company”), a California corporation located at 2 International Plaza, Suite 510 Nashville, TN 37217, and Ekkehard Schütz, M.D., Ph.D. (“Executive”). Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Employment Agreement, dated as of May 20, 2024 (the “Agreement”).
WITNESSETH:
WHEREAS, Executive currently serves as Chief Science Officer of the Company; and
WHEREAS, the Company and Executive entered into the Agreement and wish to amend the Term of the Agreement to remove the Term Expiration.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree as follows:
1. Amendment to Agreement.
(a) Section 1(f) of the Agreement is hereby amended and restated in its entirety as follows:
Term. The “Term” shall mean the period commencing as of May 20, 2024 (the “Effective Date”) and continuing until such time as Executive’s employment is terminated in accordance with Section 5.
(b) Section 6 of the Agreement is hereby amended to delete the following phrases: (i) “or upon the Term Expiration,” from Section 6(a), (ii) “Upon Term Expiration,” from Section 6(a)(i), and (iii) “Prior to the Term Expiration” from Section 6(a)(ii).
2. Other Terms. Except as expressly amended or waived hereby (or amended or waived prior hereto), all the terms, provisions and conditions of the Agreement are and shall remain unchanged and continue in full force and effect.
3. Governing Law. This Amendment shall be construed and enforced according to the laws of the State of California.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, when taken together, shall be and constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written.
| EXECUTIVE: | |
| /s/ Ekkehard Schütz | |
| Ekkehard Schütz | |
| COMPANY: | |
| INSIGHT MOLECULAR DIAGNOSTICS INC. | |
| /s/ Joshua Riggs | |
| President and Chief Executive Officer |
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