---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-005438"
form_type: "8-K/A"
ticker: "IMDX"
cik: "0001642380"
company_name: "Insight Molecular Diagnostics Inc."
filed_at: "2023-02-17T23:59:59+00:00"
generated_at: "2026-06-19T08:04:14.536497+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Oncocyte corrects 2022 shareholder vote: equity plan amendment did not pass

## Summary
- Amendment to 2018 Equity Incentive Plan to eliminate fungible share counting failed to receive majority of shares represented at meeting.
- Vote tally: 42,563,690 for, 30,005,136 against, 218,250 abstained, 21,793,461 broker non-votes.
- Required standard was majority of shares present; only 42.6M of ~74.6M shares represented voted in favor.
- Original 8-K erroneously stated proposal passed; this amendment corrects that error.

## SEC filing metadata
- accession: 0001493152-23-005438
- form_type: 8-K/A
- ticker: IMDX
- cik: 0001642380
- company_name: Insight Molecular Diagnostics Inc.
- filed_at: 2023-02-17T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1642380/000149315223005438/0001493152-23-005438-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1642380/000149315223005438/form8-ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-005438
- JSON: https://secwatch.observer/filing/0001493152-23-005438.json
- Plain text: https://secwatch.observer/filing/0001493152-23-005438.txt

## Key facts
- Shareholder Votes
  Insight Molecular Diagnostics Inc. shareholders rejected to approve an amendment (the "Plan Amendment") to the Company's 2018 Equity Incentive Plan (the "Incentive Plan") to eliminate "fungible share counting" at the 2022-07-15 meeting.
  - Proposal: equity plan
  - Outcome: failed
  - Meeting: 2022-07-15
  source text: As disclosed in the Original Report, the voting results for Proposal No. 5 were as follows: Shares Voted For Against Abstained Broker Non-Votes 42,563,690 30,005,136 218,250 21,793,461 Accordingly, because the 42,563,690 votes cast in favor of Proposal No. 5 at the Meeting did not constitute a majority of the shares represented at the Meeting, Proposal No. 5 to approve the Plan Amendment was not approved by the Company's shareholders at the Meeting, and the statements in the Original Report to the contrary were made in error and are updated as set forth in this Amendment.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1642380/000149315223005438/0001493152-23-005438-index.htm

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