---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-004490"
form_type: "8-K"
ticker: "IMDX"
cik: "0001642380"
company_name: "Insight Molecular Diagnostics Inc."
filed_at: "2023-02-13T23:59:59+00:00"
generated_at: "2026-06-19T16:08:05.344023+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Oncocyte amends Chronix earnout; ends Thermo Fisher partnership; gets Nasdaq extension

## Summary
- Amended Merger Agreement: milestone payments and 15% royalty replaced with 10% of net collections until IP expiry, plus 5% of gross proceeds from transplant patent sale.
- Terminated Collaboration Agreement with Life Technologies (Thermo Fisher) for IVD development; pays $680,695 termination payments; $1.125M service contract canceled.
- Common stock transferred from Nasdaq Global Market to Capital Market; granted additional 180-day period to regain $1.00 bid price compliance.
- Earnout consideration now solely cash; original milestone payments, 15% royalty, and transplant transfer payout eliminated.

## SEC filing metadata
- accession: 0001493152-23-004490
- form_type: 8-K
- ticker: IMDX
- cik: 0001642380
- company_name: Insight Molecular Diagnostics Inc.
- filed_at: 2023-02-13T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 1.02, 3.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1642380/000149315223004490/0001493152-23-004490-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1642380/000149315223004490/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-004490
- JSON: https://secwatch.observer/filing/0001493152-23-004490.json
- Plain text: https://secwatch.observer/filing/0001493152-23-004490.txt

## Key facts
- Listing & Compliance Notices
  Insight Molecular Diagnostics Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)(ii)).
  - Exchange: nasdaq
  - Notice: extension granted
  - Deficiency: minimum bid price
  - Rules: 5450(a)(1), 5810(c)(3)(A)(ii)
  source text: February 7, 2023. The Company’s common stock continues to trade under the symbol “OCX”. The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Market, with issuers listed on The Nasdaq Capital Market tier required to meet certain financial and corporate governance requirements to qualify for continued listing. On February 7, 2023, the Company received confirmation that Nasdaq has determined that the Company is eligible for an additional 180-calendar day period to regain compliance by meeting the minimum bid price requirement. The minimum bid price requirement
  evidence_url: https://www.sec.gov/Archives/edgar/data/1642380/000149315223004490/0001493152-23-004490-index.htm
- Material Agreements
  Insight Molecular Diagnostics Inc. amended Amendment No. 1 to the Merger Agreement (effective 2023-02-08).
  - Action: amendment
  - Agreement: merger
  - Effective: 2023-02-08
  source text: On February 8, 2023, the Company and equityholder representative entered into Amendment No. 1 to the Merger Agreement (the “Amendment”), pursuant to which the parties agreed that (i) Chronix’s equity holders will be paid earnout consideration of 10% of net collections for sales of specified tests and products, until the expiration of intellectual property related to such tests and products, (ii) Chronix’s equity holders will be paid 5% of the gross proceeds received from any sale of all or substantially all of the rights, titles, and interests in and to Chronix’s patents for use in transplantation medicine to such third party, and (iii) the Milestone Payments, 15% Royalty and Transplant Transfer Payout obligations were eliminated.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1642380/000149315223004490/0001493152-23-004490-index.htm
- Material Agreements
  Insight Molecular Diagnostics Inc. terminated Collaboration Agreement with Life Technologies Corporation, a Delaware corporation and subsidiary of Thermo Fisher Scientific Inc. (effective 2023-02-07).
  - Action: termination
  - Agreement: collaboration
  - Counterparty: Life Technologies Corporation, a Delaware corporation and subsidiary of Thermo Fisher Scientific Inc.
  - Effective: 2023-02-07
  source text: On February 7, 2023, Oncocyte entered into a Termination Agreement (the “Termination Agreement”) with Life Technologies Corporation, a Delaware corporation and subsidiary of Thermo Fisher Scientific Inc. (“LTC” and together with Oncocyte, the “Parties” or individually, a “Party”), pursuant to which the Parties agreed to terminate that certain Collaboration Agreement dated January 13, 2022, by and between Oncocyte and LTC (the “Collaboration Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1642380/000149315223004490/0001493152-23-004490-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.