--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-22-036068" form_type: "8-K" ticker: "IMDX" cik: "0001642380" company_name: "Insight Molecular Diagnostics Inc." filed_at: "2022-12-21T23:59:59+00:00" generated_at: "2026-06-21T00:52:52.572685+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Oncocyte sells 70% of Razor Genomics, cuts >40% workforce, eliminates COO and CSO roles ## Summary - Sold 70% of Razor Genomics (DetermaRx) to Dragon Scientific, retains 30% equity; eliminates DetermaRx development and commercialization costs. - Reduction in force of over 40% of full-time employees; expects annualized headcount cost savings of ~$10M, severance costs ~$1M. - President/COO Gisela Paulsen and CSO Douglas Ross positions eliminated; Paulsen receives $207,500 severance, Ross receives $281,250 plus consulting through March 2023. - Closing conditions include mutually acceptable royalty arrangement with former Razor shareholders; expected close not specified. ## SEC filing metadata - accession: 0001493152-22-036068 - form_type: 8-K - ticker: IMDX - cik: 0001642380 - company_name: Insight Molecular Diagnostics Inc. - filed_at: 2022-12-21T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.05, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1642380/000149315222036068/0001493152-22-036068-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1642380/000149315222036068/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-22-036068 - JSON: https://secwatch.observer/filing/0001493152-22-036068.json - Plain text: https://secwatch.observer/filing/0001493152-22-036068.txt ## Key facts - Executive change Gisela Paulsen departed as President and Chief Operating Officer at Insight Molecular Diagnostics Inc.. - Role: President and Chief Operating Officer source text: the positions occupied by Gisela Paulsen, President and Chief Operating Officer, and Douglas Ross, Chief Scientific Officer, will be eliminated. evidence_url: https://www.sec.gov/Archives/edgar/data/1642380/000149315222036068/0001493152-22-036068-index.htm - Executive change Douglas Ross departed as Chief Scientific Officer at Insight Molecular Diagnostics Inc.. - Role: Chief Scientific Officer source text: the positions occupied by Gisela Paulsen, President and Chief Operating Officer, and Douglas Ross, Chief Scientific Officer, will be eliminated. evidence_url: https://www.sec.gov/Archives/edgar/data/1642380/000149315222036068/0001493152-22-036068-index.htm - Material Agreements Insight Molecular Diagnostics Inc. entered into Stock Purchase Agreement with Dragon Scientific, LLC valued at 3,188,181 shares of common stock of Razor, constituting approximately 70% of the issued and outstand (effective 2022-12-15). - Action: entry - Agreement: equity purchase - Counterparty: Dragon Scientific, LLC - Value: 3,188,181 shares of common stock of Razor, constituting approximately 70% of the issued and outstand - Effective: 2022-12-15 source text: On December 15, 2022, Oncocyte Corporation, a California corporation (“Oncocyte” or the “Company”), entered into a Stock Purchase Agreement (the “Agreement”) with Dragon Scientific, LLC, a Delaware limited liability company (“Buyer”), and Razor Genomics Inc., a Delaware corporation and wholly-owned subsidiary of Oncocyte (“Razor”). Pursuant to the Agreement, Oncocyte agreed to sell, and Buyer agreed to purchase, 3,188,181 shares of common stock of Razor, which constitutes approximately 70% of the issued and outstanding equity interests of Razor on a fully-diluted basis. Following the closing of the transaction (the “Closing”), Oncocyte will own 1,366,364 shares of common stock of Razor, which will constitute approximately 30% of the issued and outstanding equity interests of Razor on a fully-diluted basis. Razor holds an exclusive worldwide license from The University of California San Francisco under certain patent rights applicable to DetermaRxTM, which is used to predict a patient’s evidence_url: https://www.sec.gov/Archives/edgar/data/1642380/000149315222036068/0001493152-22-036068-index.htm - Restructurings & Charges Insight Molecular Diagnostics Inc. announced a restructuring with charges of charges of over approximately $1.0 million related to employee severance and benefits costs affecting over 40% of its full-time employees (over 40% of its full-time employees). - Type: restructuring - Charge: charges of over approximately $1.0 million related to employee severance and benefits costs - Affected area: over 40% of its full-time employees - Headcount: over 40% of its full-time employees source text: On December 16, 2022, Oncocyte announced a reduction in force involving over 40% of its full-time employees (the “Reduction”), which Oncocyte expects will decrease its annualized headcount carrying costs by over approximately $10 million, exclusive of related employee severance and benefit costs (as described further below). The Reduction began on December 16, 2022 and is expected to be completed in February 2023. In connection with the Reduction, we estimate that we will incur charges of over approximately $1.0 million related to employee severance and benefits costs. evidence_url: https://www.sec.gov/Archives/edgar/data/1642380/000149315222036068/0001493152-22-036068-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.