Form 8-K

8-K — Insight Molecular Diagnostics Inc.

Accession: 0001493152-26-022721

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001642380

SIC: 2835 (IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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8-K

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0001642380

2026-05-13

iso4217:USD

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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): May 13, 2026

Insight

Molecular Diagnostics Inc.

(Exact

name of Registrant as specified in its charter)

California

1-37648

27-1041563

(State

or other jurisdiction

incorporation)

(Commission

File

No.)

(IRS

Employer

Identification

No.)

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 ☐

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

2.02 Results of Operations and Financial Condition.

May 13, 2026, Insight Molecular Diagnostics Inc. (“we,” “us,” “our,” the “Company” or

“iMDx”) issued a press release announcing our financial results for the three months ended March 31, 2026. A copy of the

press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.

The

information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be

deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing

of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless

of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number

Description

99.1

Press Release dated May 13, 2026

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: May 13, 2026

By:

/s/ Peter Hong

Name:

Peter Hong

Title:

Vice President, General Counsel

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

IMDX

Reports Q1 2026 Results and Update on Progress Toward GraftAssure Commercialization

●

Progressing

toward commercialization with third-party head-to-head data publications and GALACTIC registry study engagement

●

Northeast

kidney transplant center (among the top 10 in the U.S.) is first to sign clinical trial agreement to participate in GALACTIC study

●

Booked research-use-only

purchase by E.U. transplant center and APAC purchase expected in coming days

●

Anticipate significant

U.S. orders to follow FDA marketing authorization

●

Encouraging dialogue with

FDA supports expected authorization later in 2026

NASHVILLE,

TN., May 13, 2026 — Insight Molecular Diagnostics Inc., iMDx, (Nasdaq: IMDX), today published the following letter to shareholders

in conjunction with its first quarter results:

Fellow

shareholders,

are pleased to report that customer demand for our kitted kidney transplant monitoring assay is growing and that we are moving quickly

to capture what we believe to be a $2 billion annual market opportunity.

iMDx is at a pivotal stage in commercializing GraftAssureDx,

which we expect to be an industry-transforming transplanted organ rejection monitoring test. We aim to deliver proven, more affordable,

faster tests that can be run in-house at local transplant center laboratories. To do this, we have designed a molecular test that we

can sell as a high gross margin kit. These test kits enable transplant center laboratories to run tests locally and deliver critical

test results far more quickly than the current standard of care tests. We are now seeking FDA authorization to sell these kits.

Since

submitting GraftAssureDx for FDA review in late March, we have had productive dialogue with our FDA reviewers and have been encouraged

by their swift engagement. As is the case with any in vitro diagnostic,

the FDA is seeking to ensure that our test is safe, effective, and performs as intended. We expect to continue to have meaningful and

frequent engagement with the FDA throughout the review process.

Meanwhile,

the GraftAssureIQ research-use-only pilot program that launched in summer 2024 is beginning to produce tangible results. So far in the

second quarter, we have seen new traction with one small commercial order outside of the U.S. and another that we expect soon. This summer,

we expect to achieve our first significant U.S. order of GraftAssureIQ from a major transplant hospital.

Our

goal with the pilot program was to put our dd-cfDNA technology into the hands of researchers and clinicians, which is something to

which they historically did not have direct access. Since then, they have been using our GraftAssureIQ kits and we are seeing expanded

research and development utilization of our dd-cfDNA technology by the experts closest to transplantation.

Researchers

and laboratory clinicians enjoy this type of exploration. Our future potential customers are highly engaged and passionate about transplant

medicine, advancing science, and helping patients.

Now,

we are thrilled to share with our investors that independent researchers have begun to publish their own data using our assay.

This spring, we were delighted to see a strong slate of international conference activity with new, independent, real-world data

involving our assay being presented across leading global forums:

●

Positive head-to-head data

on our GraftAssure assay were presented at the 39th European Immunogenetics and Histocompatibility Conference (EFI2026),

April 21–24, 2026, in Edinburgh, Scotland;

●

Three posters are scheduled

to be presented at the 63rd European Renal Association (ERA) Congress, June 3–6, 2026, in Glasgow, Scotland; and

●

A favorable real-world

evidence poster is scheduled to be presented at the American Transplant Congress (ATC), June 20–24, 2026, in Boston.

EFI2026 in Scotland, referenced above, independent researchers presented two GraftAssureIQ posters. One poster, with researchers from

Marseille, France, evaluated our technology head-to-head with a leading competing technology and supported both the accuracy and clinical

differentiation of our technology. A second poster from a U.K. National Health Service laboratory highlighted GraftAssureIQ’s

quality, practical workflow and clinical performance.

We are pleased to share that head-to-head

data generated using GraftAssure technology now demonstrates comparable performance to the two leading players in the field, supporting

equivalence with two commercially available assays currently on the market. Notably, the above-referenced study represents the second

head-to-head comparison between GraftAssure and other technologies on the market. In June 2025, we announced separate favorable head-to-head

data that was presented at the European Society of Organ Transplantation (ESOT) Congress in London as well as at the European Renal Association

(ERA) meeting. This data has now been accepted for publication in the major laboratory diagnostics journal, Clinical Chemistry.

Our

Q4 2025 shareholder letter, published six weeks ago on March 26, outlined six goals for 2026. We will briefly provide an update

on each:

Bring GraftAssureDx

to market in the U.S.: We are finalizing our pricing strategy after surveying more than 200 likely purchasers of our test kits.

This market research affirmed our confidence in the value delivered by our kitted clinical assay and in our ability to gain adoption

while also retaining value for our company and the shareholders who have funded the development of this assay. Also, as noted above,

dialogue with the FDA has been productive, and we continue to target receipt of FDA marketing authorization later this year, with

the caveat that the timing of a government agency review is not completely within our control.

Obtain GraftAssureDx

regulatory approval in the U.K. and E.U.: Following the receipt of TÜV SÜD ISO 13485 certification on February

26th, we are targeting receiving CE Mark under the U.K. In Vitro Diagnostic Directive (IVDD) in the coming months, and

plan to submit for In Vitro Diagnostic Regulation (IVDR) approval in the E.U. soon thereafter.

Commence GraftAssureIQ

RUO sales: In recent weeks, a transplant hospital in Switzerland purchased a small number of GraftAssureIQ research-use-only

kits. In addition, a hospital in Southeast Asia began the process to purchase our kits. This milestone, though immaterial to revenue,

is an important proof point for us. When disrupting a market, securing the first customers is often the most challenging and time-consuming

task. While these initial orders are just the beginning, we anticipate that these sites will become repeat customers as they continue

to establish dd-cfDNA testing in their respective countries. We expect to realize our first U.S. orders, in greater quantities, later

this year.

Make progress toward

establishing absolute quantification as an important metric: Our GALACTIC registry study (GraftAssure Lowering

Allograft rejeCTIon by Combination) is designed to drive clinical adoption and build a scientific case for our

combined score (CM-score). This self-funding study will help clinicians across the country to become familiar with our clinical reports

and to evaluate the utility of having access to both the absolute quantification of dd-cfDNA in the blood and the CM-score.

So far, 34 U.S. transplant centers have expressed interest in being part of our registry, which we believe represents remarkable

progress toward our 50-center goal. In addition, we recently signed our first clinical trial agreement with a Northeast kidney

transplant center that is among the largest 10 centers in the U.S. You may read more about the GALACTIC registry study by viewing

its listing on clinicaltrials.gov.

Market GraftAssureCore

and drive samples to our Tennessee clinical lab: GraftAssureCore is the lab-developed test form of our assay. It can give customers

an opportunity to see the benefits of our test in a format consistent with their current send-out testing modality with the future

potential benefit of bringing our technology’s fast turn-around time in-house. As a reminder, Medicare reimburses GraftAssureCore

at a rate of $2,753 per result.

Commence R&D to

expand GraftAssure utility into heart transplant rejection: Our GraftAssure technology is designed to be organ agnostic.

Clinicians and researchers at leading transplant institutions have expressed their excitement about our planned expansion into heart

transplant rejection testing. We look forward to updating you on our

progress with this over the next year.

Finally,

in case you missed it, CEO Josh Riggs’s second annual letter to shareholders was published in our proxy statement, which

was filed on April 30, 2026. We believe it provides a little more detail about the business that we are seeking to build — and

why.

Josh notes in that letter, transformational change in any industry rarely is obvious — at first. Three years ago, we saw

a clear opportunity to strategically pursue high-value content that appeared to be trapped in inefficient business models. We believe

that we are making notable progress towards launching our first in vitro diagnostic test kit and achieving this vision.

Sincerely,

iMDx

Management

First

Quarter 2026 Financial Overview

●

In Q1 2026, our revenues were approximately

$32,000.

○

All our revenues

were derived from laboratory services performed at our clinical laboratory in Tennessee. Relative to our strategic goal of selling

diagnostic test kits for clinical use, we remain essentially “pre-revenue.” Our laboratory services are performed at

the request of select clients, and we see our laboratory services revenue as a testament to our team’s ability to achieve the

on-time delivery of clear, scientifically sound, and accurate data sets to our clients.

○

In Q1 2026, our laboratory

staff was focused on research and development work to support our FDA submission, inhibiting its ability to perform revenue-producing

laboratory services on behalf of clients.

○

We did not realize any

kitted product revenue in the first quarter. As previously communicated, we do not expect material revenue on our kitted product

sales until after we have achieved regulatory authorization to market GraftAssureDx.

●

We reported gross profit of $15,000

in Q1 2026, representing a 46.9% gross margin.

●

In Q1 2026, operating expenses

of $4.4 million included a non-cash gain of $5.9 million from a change in the fair value of our contingent consideration, as well

as $615,000 in non-cash stock-based compensation expenses, and $610,000 in non-cash depreciation and amortization expenses. Excluding

the impact of these non-cash net adjustments in Q1 2026, our non-GAAP operating expenses decreased 1% sequentially over the fourth

quarter of 2025, and increased 45% year over year, as we invested more heavily in our FDA program ahead of commercial launch.

○

In Q1 2026,

research and development expenses decreased 15% sequentially, or by about $876,000, to $5.0 million, reflecting lower laboratory

and supplies costs as we concluded our FDA submission work streams.

■

As noted last

quarter, Q4 2025 represented higher-than-average research and development expenses as we approached FDA submission, including FDA-compliant

software development expenses, laboratory supplies, kit production, and personnel costs associated with our clinical trial, including

regulatory consulting fees. As expected, Q1 2026 R&D expenses declined sequentially and we expect these expenses to decline again

in Q2 2026, as the heavy expenses associated with our FDA submission regarding GraftAssureDx for kidney are behind us.

○

In Q1 2026,

sales and marketing expenses increased $111,000 sequentially to $2.4 million. We continue to invest in go-to-market activities as

we prepare for commercial launch, including marketing, advertising, travel, consulting fees and personnel.

○

General and administrative

expenses rose to $3.0 million in Q1 2026. In the prior quarter, Q4 2025, general and administrative expenses of $2.3 million reflected

a favorable employee-retention credit of $337,000 related to payroll taxes, which did not repeat in Q1 2026.

●

Our Q1 2026 net loss was $4.3 million,

or $0.12 net loss per share.

○

Non-GAAP Net

Loss: Our Q1 2026 adjusted net loss of $9.6 million represented a loss of $0.28 per share. Our adjusted net loss excludes the non-cash

charges of stock-based compensation expenses and the change in fair value of our contingent consideration (“Non-GAAP Net Loss”).

Please refer to the table below, “Reconciliation of Non-GAAP Financial Measures,” for additional disclosures and information.

○

Non-GAAP Adjusted EBITDA

Loss: Our Q1 2026 adjusted earnings or loss before interest, income taxes, depreciation, amortization, stock-based compensation,

change in fair value of contingent consideration, and other non-operating items (“Adjusted EBITDA Loss”) was $9.1 million.

The sequential change in Adjusted EBITDA Loss represented cost discipline offset by lower gross profit in the quarter.

○

Please refer to the table below, “Reconciliation

of Non-GAAP Financial Measures,” for additional disclosures and information.

●

Our Q1 2026

per share results reflect 34.5 million weighted average shares outstanding and include the effects of 4.5 million pre-funded warrant

shares that were issued in April 2024, February 2025, and February 2026 to a certain investor.

○

Inclusive of

all outstanding shares, pre-funded warrants, and subsequent issues for stock awards, our pro-forma fully weighted share count would

be 36.7 million shares.

●

Our cash, cash

equivalents, and restricted cash balance at the end of the first quarter was $29.4 million. On February 12, 2026, we completed a

$26.0 million registered direct offering, which after deducting fees, resulted in net proceeds of approximately $24.6 million.

●

As expected and projected,

our Q1 2026 outgoing cash flow from operations (net cash used in operating activities) of $7.6 million, combined with capital expenditures

of about $613,000, resulted in outgoing free cash flow of $8.3 million.

●

As noted in our March update,

in 2026, we expect to continue to be thoughtful about capital allocation, hiring, and expense growth.

Webcast

and Conference Call Information

Live

Zoom Call and Webcast on Monday, May 13, 2026, at 2:00 p.m. PT / 5:00 p.m. ET.

Those

interested may access the live Zoom call by registering here: iMDx Q1 2026 Earnings Webinar

replay of the Zoom call will be available on the Company’s website shortly after the call.

iMDx

Transplant Products and Product Candidates in Development

iMDx’s

flagship transplant testing technology quantifies a molecular biomarker known as donor-derived cell-free DNA (dd-cfDNA). The Company’s

scientists in Germany and the U.S. have played a critical role over the past decade in developing the science that helped establish dd-cfDNA

as a trusted biomarker of transplant rejection. iMDx is commercializing this technology using a market-disruptive business strategy.

Under the GraftAssure™ brand, iMDx’s transplant diagnostics include the following:

●

GraftAssureCore

– The Company’s laboratory-developed test (LDT), currently reimbursed by CMS and performed at iMDx’s CLIA-certified

laboratory in Franklin, Tennessee.

●

GraftAssureIQ – A

research-use-only (RUO) kit intended and labeled for non-clinical applications.

●

GraftAssureDx – The

in vitro diagnostic (IVD) kit currently in development for use in clinical decision-making.

About

Insight Molecular Diagnostics, Inc.

Insight

Molecular Diagnostics is a pioneering diagnostics technology company whose mission is to democratize access to novel molecular diagnostic

testing to improve patient outcomes. Investors may visit https://investors.imdxinc.com/ for more information.

GraftAssureCore™,

GraftAssureIQ™, GraftAssureDx™, GraftAssure™, DetermaIO™, and DetermaCNI™ are trademarks of Insight Molecular

Diagnostics Inc.

Forward-Looking

Statements

Any

statements that are not historical fact (including, but not limited to, statements that contain words such as “will,” “believes,”

“plans,” “anticipates,” “expects,” “estimates,” “may,” and similar expressions)

are forward-looking statements. These statements include those pertaining to, among other things, demand for iMDx’s products and

what the Company is building, the expectation that decentralized testing will deliver new value in the roughly $2 billion-plus addressable

market for kitted transplant rejection testing, the Company’s competitive advantage and path to supplying the world’s most

widely used dd-cfDNA assay, iMDx’s expectations for FDA review and authorization and its 2026 goals (including but not limited

to commercial, regulatory and R&D goals), iMDx’s expectations regarding orders of, and the timing of orders of, GraftAssureIQ

in the U.S., iMDX’s beliefs regarding the timing of its launch of its in vitro diagnostic test kit, management’s thoughts

on where transplant patient management is headed and why the Company is well-positioned, emerging clinical utility of dd-cfDNA testing,

the belief that democratizing access to transplanted organ rejection testing creates a rapidly growing, high-margin, recurring business

model, and other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management. Forward-looking

statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization

of diagnostic tests or products, uncertainty in the results of clinical trials or regulatory approvals, the capacity of Insight Molecular

Diagnostics’ third-party supplied blood sample analytic system to provide consistent and precise analytic results on a commercial

scale, potential interruptions to supply chains, the need and ability to obtain future capital, maintenance of intellectual property

rights in all applicable jurisdictions, obligations to third parties with respect to licensed or acquired technology and products, the

need to obtain third party reimbursement for patients’ use of any diagnostic tests Insight Molecular Diagnostics or its subsidiaries

commercialize in applicable jurisdictions, and risks inherent in strategic transactions such as the potential failure to realize anticipated

benefits, legal, regulatory or political changes in the applicable jurisdictions, accounting and quality controls, potential greater

than estimated allocations of resources to develop and commercialize technologies, or potential failure to maintain any laboratory accreditation

or certification. Actual results may differ materially from the results anticipated in these forward-looking statements and accordingly,

such statements should be evaluated together with the many uncertainties that affect the business of Insight Molecular Diagnostics, particularly

those mentioned in the “Risk Factors” and other cautionary statements found in Insight Molecular Diagnostics’ Securities

and Exchange Commission (SEC) filings, which are available from the SEC’s website. You are cautioned not to place undue reliance

on forward-looking statements, which speak only as of the date on which they were made. Insight Molecular Diagnostics undertakes no obligation

to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as

required by law.

FDA

CAUTION: This shareholder letter concerns

certain products that are under clinical investigation, and which have not yet been cleared or authorized for marketing by the U.S. Food

and Drug Administration. These products are currently limited by federal law to investigational use, and no representation is made as

to the safety or effectiveness of these products for the purposes for which they are being investigated.

Investor

Contact:

Alexandra

Grossman

LifeSci

Advisors LLC

imdx@lifesciadvisors.com

Tables

INSIGHT

MOLECULAR DIAGNOSTICS INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In

thousands)

March 31, 2026

December 31, 2025

(Unaudited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 28,201

$ 11,583

Accounts receivable, net of allowance for credit losses of $2 and $11, respectively

157

1,128

Inventories

382

446

Restricted cash, current

729

Prepaid expenses and other current assets

1,048

1,420

Total current assets

30,517

15,306

NONCURRENT ASSETS

Right-of-use operating and financing lease assets, net

2,459

2,815

Machinery and equipment, net, and construction in progress

6,452

6,435

Restricted cash, noncurrent

425

607

Other noncurrent assets

574

593

TOTAL ASSETS

$ 40,427

$ 25,756

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

$ 1,615

$ 2,544

Due to related party

2,736

2,780

Accrued compensation

3,333

2,461

Accrued royalties

1,116

Accrued expenses and other current liabilities

1,284

939

Operating and financing lease liabilities, current

1,762

1,807

Contingent consideration liabilities, current

159

428

Total current liabilities

12,005

12,075

NONCURRENT LIABILITIES

Operating and financing lease liabilities, noncurrent

1,307

1,690

Contingent consideration liabilities, noncurrent

37,806

43,455

TOTAL LIABILITIES

51,118

57,220

Commitments and contingencies

SHAREHOLDERS’ DEFICIT

Preferred stock, no par value, 5,000 shares authorized; no shares issued and outstanding

—

Common stock, no par value, 230,000 shares authorized; 32,286 and 28,683 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

394,289

369,211

Accumulated other comprehensive income

Accumulated deficit

(405,051 )

(400,761 )

Total shareholders’ deficit

(10,691 )

(31,464 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 40,427

$ 25,756

INSIGHT

MOLECULAR DIAGNOSTICS INC.

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In

thousands, except per share data)

Three Months Ended

March 31,

2026

2025

Net revenue

$ 32

$ 2,138

Cost of revenues

813

Gross profit

1,325

Operating expenses:

Research and development

4,953

2,924

Sales and marketing

2,402

1,206

General and administrative

2,991

3,115

Change in fair value of contingent consideration

(5,918 )

879

Total operating expenses

4,428

8,124

Loss from operations

(4,413 )

(6,799 )

Other (expenses) income:

Interest expense

(23 )

(29 )

Other income, net

146

157

Total other income, net

123

128

Loss before income taxes

(4,290 )

(6,671 )

Income taxes

—

Net loss

$ (4,290 )

$ (6,671 )

Net loss per share:

Net loss per share - basic and diluted

$ (0.12 )

$ (0.26 )

Weighted average shares outstanding - basic and diluted

34,519

25,694

INSIGHT

MOLECULAR DIAGNOSTICS INC.

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In

thousands)

Three Months Ended

March 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (4,290 )

$ (6,671 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

631

484

Amortization of intangible assets

—

Stock-based compensation

615

473

Equity compensation for bonus awards and consulting services

Change in fair value of contingent consideration

(5,918 )

879

Unrealized foreign currency (gains) losses

(5 )

Changes in operating assets and liabilities:

Accounts receivable

971

(1,927 )

Inventories

(49 )

Prepaid expenses and other assets

449

(85 )

Accounts payable and accrued liabilities

(105 )

1,027

Operating lease assets and liabilities

(83 )

(30 )

Net cash used in operating activities

(7,639 )

(5,839 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Machinery and equipment purchases, and construction in progress

(613 )

(307 )

Net cash used in investing activities

(613 )

(307 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale of common shares

26,024

29,143

Financing costs to issue common shares

(1,183 )

(487 )

Repayment of financing lease obligations

(143 )

(98 )

Net provided by financing activities

24,698

28,558

Effect of exchange rate changes on cash and cash equivalents

(10 )

(19 )

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

16,436

22,393

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING

12,919

10,336

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING

$ 29,355

$ 32,729

INSIGHT

MOLECULAR DIAGNOSTICS INC.

RECONCILIATION

OF NON-GAAP FINANCIAL MEASURES

NON-GAAP

NET LOSS AND ADJUSTED EBITDA LOSS

addition to financial results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), this

press release also includes non-GAAP financial measures (as defined under SEC Regulation G). We believe that disclosing the adjusted

amounts is helpful in assessing our ongoing performance, providing insight into the Company’s core operating performance by excluding

certain non-cash and other non-operating items that may obscure the underlying trends in the business. These non-GAAP financial measures,

when viewed in a reconciliation to respective GAAP financial measures, provide an additional way of viewing the Company’s results

of operations and factors and trends affecting the Company’s business. These non-GAAP financial measures should be considered as

a supplement to, and not as a substitute for, or superior to, the respective financial results presented in accordance with GAAP.

The

following is a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measure:

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

2025 (1)

(unaudited)

(In thousands)

Net loss (GAAP)

$ (4,290 )

$ (22,955 )

$ (6,671 )

Stock-based compensation

615

721

473

Change in fair value of contingent consideration

(5,918 )

(1,115 )

879

Impairment losses

—

14,600

—

Non-GAAP net loss

(9,593 )

(8,749 )

(5,319 )

Depreciation and amortization expenses

631

563

491

Interest expense

Other income, net

(146 )

(506 )

(157 )

Income taxes

—

Adjusted EBITDA loss, a non-GAAP financial measure

$ (9,085 )

$ (8,666 )

$ (4,956 )

Net loss per share (GAAP)

$ (0.12 )

$ (0.72 )

$ (0.26 )

Non-GAAP net loss per share

$ (0.28 )

$ (0.27 )

$ (0.21 )

Weighted average shares outstanding

34,519

32,065

25,694

(1)

The March 2025

reconciliation line-items have been presented to conform to the current presentation. The newly titled total “Adjusted EBITDA

loss, a non-GAAP financial measure” reported for March 2025 is unchanged from the March 2025 “Consolidated non-GAAP loss

from operations, as adjusted” as previously reported.

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