Form 8-K

8-K — Insight Molecular Diagnostics Inc.

Accession: 0001493152-26-029078

Filed: 2026-06-17

Period: 2026-06-11

CIK: 0001642380

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

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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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 11, 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

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

reported below under Item 5.07 of this report, Insight Molecular Diagnostics Inc. (the “Company”) held its 2026 Annual Meeting

of Shareholders (the “Annual Meeting”) on June 11, 2026, at which the Company’s shareholders approved an amendment

to the Company’s Amended and Restated 2018 Equity Incentive Plan (as previously amended, the “Incentive Plan”) to provide

for an additional 1,750,000 shares of the Company’s common stock to be available for the issuance of equity awards thereunder,

such that the total number of shares of common stock authorized for issuance under the Incentive Plan is 5,550,000 shares of common stock.

For

more information about the Incentive Plan, see the Company’s definitive proxy statement on Schedule 14A relating to the Annual

Meeting, which was originally filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”),

the relevant portions of which are incorporated herein by reference. The foregoing description of the amendment to the Incentive Plan

does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendment to the Incentive

Plan, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.

Item

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

General

The

Annual Meeting was held on June 11, 2026, virtually via live webcast at https://edge.media-server.com/mmc/p/k94peovi. Present

at the Annual Meeting virtually or by proxy were holders of 23,954,212 shares of common stock of the Company, which represented 74.19%

of the voting power of all shares of common stock of the Company as of April 27, 2026, 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 Proxy Statement:

elect the following four (4) director nominees, each to serve until the 2027 annual meeting of shareholders and until his successor

has been elected and qualified, or until his earlier death, resignation, or removal: Joshua Riggs, Andrew Arno, Andrew J. Last and

Louis E. Silverman;

ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending

December 31, 2026;

approve, on a non-binding advisory basis, the Company’s named executive officer compensation for the year ended December 31,

2025; and

approve an amendment to the Incentive Plan to increase the total number of shares of the Company’s common stock authorized

for issuance under the Incentive Plan by 1,750,000, to a total of 5,550,000 shares.

Voting

Results

The

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

Election of Directors

Shares Voted

Director Nominee

For

Against

Abstained

Broker Non-Votes

Joshua Riggs

19,239,253

2,420

3,820

4,708,719

Andrew Arno

19,100,993

140,445

4,056

4,708,719

Andrew J. Last

19,237,621

3,938

3,935

4,708,719

Louis E. Silverman

19,224,148

17,290

4,056

4,708,719

Based

on the votes set forth above, each director nominee was duly elected to serve until the 2027 annual meeting of shareholders and until

his successor has been elected and qualified, or until his earlier death, resignation, or removal.

Ratification of Appointment of Accounting Firm

Voted

For

Against

Abstained

Broker

Non-Votes

23,949,191

2,420

2,601

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, 2026.

Say On Pay Proposal

Voted

For

Against

Abstained

Broker

Non-Votes

19,199,697

26,126

19,679

4,708,719

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, 2025.

Approval of Amendment to Incentive Plan

Voted

For

Against

Abstained

Broker

Non-Votes

19,117,865

122,829

4,799

4,708,719

Based

on the votes set forth above, the shareholders approved the amendment to the Incentive Plan to increase the total number of shares of

the Company’s common stock authorized for issuance under the Incentive Plan by 1,750,000, to a total of 5,550,000 shares.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

10.1#

Second Amendment to the Insight Molecular Diagnostics Inc. Amended and Restated 2018 Equity Incentive Plan

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

The referenced exhibit is a management contract, compensatory plan or arrangement.

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:

June 17, 2026

By:

/s/

Peter Hong

Name:

Peter

Hong

Title:

Vice

President, General Counsel

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECOND

AMENDMENT

THE

INSIGHT

MOLECULAR DIAGNOSTICS INC.

AMENDED

AND RESTATED 2018 EQUITY INCENTIVE PLAN

This

SECOND AMENDMENT TO THE INSIGHT MOLECULAR DIAGNOSTICS INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN (this “Amendment”),

effective as of June 11, 2026, is made and entered into by Insight Molecular Diagnostics Inc., a California corporation (the “Company”).

Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such

terms in the Insight Molecular Diagnostics Inc. Amended and Restated 2018 Equity Incentive Plan (as amended, the “Plan”).

RECITALS

WHEREAS,

Section 13.1 of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan

at any time and from time to time;

WHEREAS,

the Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan as set

forth in Section 4.1 of the Plan by an additional 1,750,000 shares of Common Stock; and

WHEREAS,

the Board intends to submit this Amendment to the Company’s shareholders for their approval.

NOW,

THEREFORE, in accordance with Section 13.1 of the Plan, the Company hereby amends the Plan as follows:

Section 4.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new

Section 4.1:

4.1

Subject to adjustment in accordance with Section 11, a total of 5,550,000 shares of Common Stock shall be available for the grant of

Awards under the Plan, of which 100% may be delivered pursuant to Incentive Stock Options. During the terms of the Awards, the Company

shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

This Amendment shall be effective on the date first set forth above. In the event shareholder approval of this Amendment is not obtained

within twelve (12) months of the date the Board approved this Amendment, the additional shares added to the Plan pursuant to this Amendment

shall not be available for grant as Incentive Stock Options.

Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

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