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Insight Molecular Diagnostics Inc.

For the period ended Dec 31, 2024. Filed Mar 24, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 24, 2025

IMDX$2.49+1.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31,2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission file number 1-37648

(Exact name of registrant as specified in its charter)

California27-1041563
(State or other jurisdictionof incorporation or organization)(I.R.S. EmployerIdentification No.)

15 Cushing

Irvine, California 92618

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code(949) 409-7600

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueOCXThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒Smaller reporting company ☒
Emerging growth company ☐

If 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No☒

The aggregate market value of shares of voting and non-voting common stock held by non-affiliates computed by reference to the price at which shares of common stock were last sold as of June 30, 2024 was approximately $24.6 million. Shares held by each executive officer and director and by each person who beneficially owns more than 10% of the outstanding common stock have been excluded in that such persons may under certain circumstances be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 17, 2025, there were outstanding 28,599,285 shares of common stock, no par value.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

December 31, 2024

PageNumber
Cautionary Note Regarding Forward-Looking Statements2
Industry and Market Data3
Part IItem 1.Business5
Item 1A.Risk Factors18
Item 1B.Unresolved Staff Comments37
Item 1C.Cybersecurity37
Item 2.Properties37
Item 3.Legal Proceedings38
Item 4.Mine Safety Disclosures38
Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities39
Item 6.[Reserved]39
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations40
Item 7A.Quantitative and Qualitative Disclosures about Market Risk51
Item 8.Financial Statements and Supplementary Data51
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure51
Item 9A.Controls and Procedures52
Item 9B.Other Information53
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections53
Part IIIItem 10.Directors, Executive Officers and Corporate Governance54
Item 11.Executive Compensation59
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters72
Item 13.Certain Relationships and Related Transactions, and Director Independence74
Item 14.Principal Accountant Fees and Services76
Part IVItem 15.Exhibits and Financial Statement Schedules78
Signatures83
ContentsView on SEC.gov

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