Insight Molecular Diagnostics Inc.

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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A letter to our shareholders from iMDx Chief Executive Officer Josh Riggs

April 30, 2026

Three years ago, we made a goal to decentralize transplanted organ health monitoring. We set our sights on developing a kitted assay that would be regulated by the FDA. And then we built a prototype to prove it was possible.

Two years ago, we partnered with Bio-Rad Laboratories to help make that FDA-regulated product a reality. We launched a pilot program to deliver GraftAssure IQ – the research-use-only version of our test kits – to 20 top transplant centers around the world.

Over the last year, we’ve submitted our intended clinical assay – GraftAssureDx – to the FDA for review, seeking marketing authorization as anin vitro diagnostic, or IVD, test kit. We also announced a 5,000-patient registry, spread over 50 hospitals, to further explore the unique benefits of our assay.

In the meantime, our pilot site program has begun to bear fruit as some of those 20 original hospitals have started to generate and present favorable real-world, head-to-head data comparing our technology with legacy technology.

When I write to you next year, I expect that we’ll be talking about commercial launch of GraftAssureDx, growing revenues, and expected work to expand clinical indications – that is, use cases for our assay – and market access, globally.

We believe we are addressing a clear need in the transplant market, and that we have found the sweet spot of clinical utility and product-market fit. Today, most transplant hospitals in the U.S. can perform nearly all organ health tests in-house. However, when it comes time to run the type of transplanted-organ-health testing that we offer (donor-derived cell-free DNA, or dd-cfDNA), the hospitals currently send the test away to a centralized lab and wait several days for the result.

These tests have both high clinical value and demand. Transplanted organ health monitoring in the form of dd-cfDNA testing is ordered hundreds of thousands of times per year, generating hundreds of millions of dollars in revenue for two reference labs in the U.S. The clinical adoption of dd-cfDNA testing has dramatically reduced the rate of biopsy for transplant patients and is generally seen as the standard of care in patient management.

Our business model came from a simple question. What if we gave transplant centers the ability to do this type of testing themselves?

What we’ve seen in the three years since we asked that question can only be described as an overwhelmingly positive response from the clinical community:

Transformational change in any industry is rarely obvious – at first. Three years ago, we saw a clear opportunity to strategically pursue high-value content that appeared to be trapped in inefficient business models. Traditional centralized service laboratories face diminishing economies of scale, ultimately running into what we describe as the “12,000 door problem.” In a centralized laboratory model, each test requires a physician’s signature – one signature, one order – which forces commercial teams to chase thousands of individual touchpoints. Naturally, everyone concentrates on the highest-volume accounts, which creates intense competition in a crowded field. Over time, the cost of acquiring the next dollar of revenue increases, and the model becomes economically inverted.

Our approach is to focus on and sell to the 100 hospital-based laboratories that represent about 80% of transplanted organ volumes. Fortunately, we already possessed valuable intellectual property in the organ transplant category to get us started on our vision. By placing our testing kits directly into these centers, we could establish a single relationship that potentially enables thousands of tests per year. We believed that this would shift the model from a high-friction selling model – one-order-at-a-time – to a scalable, embedded adoption model.

The centers that we are currently working with, either through the FDA program or in our registry, represent about one in four transplant surgeries annually in the U.S. We believe that the key to unlocking the ability for these centers to test in-house is through regulatory authorization to sell them our test kit, and through payor reimbursement. In August 2023, we obtained reimbursement of GraftAssureCore, the lab-developed test version of our assay. And in March 2026, GraftAssureDx became, to our knowledge, the first ever kitted dd-cfDNA assay to be submitted to the FDA for regulatory review. Our FDA submission represented the culmination of 12 years of clinical development and three years of highly focused technical product development.

As I note above, for the past two years, Bio-Rad Laboratories has been a strong partner and owns just under 10% of iMDx. We have benefitted from aligned research and development teams and being able to leverage their expertise in running trials and preparing for regulatory submission.

Our GraftAssure assay runs on Bio-Rad’s digital PCR instrument, which is natively quantitative, and offers precision at very low copy numbers in the blood. As such, we believe that our assay offers certain technical advantages over competing technologies. Our team of scientists, led by Chief Science Officer Dr. Ekke Schuetz, have been working with clinical researchers in the U.S. and Europe to turn that technical advantage into clinical superiority. We look forward to seeing how absolute quantification, our combination-model score, and a tight relative change value enable improvements in clinical management.

This year, as we work with the FDA on obtaining marketing authorization for GraftAssureDx, we are also transitioning to look and behave differently – migrating from a primarily product-development stage company to a commercialization stage company, subject to FDA authorization.

To that end, we are focused on the following questions:

So far, we feel confident about our commercial progress and the favorable reception we are seeing from the clinical community.

Since early 2023, a small group of shareholders have funded our vision from milestone to milestone. These shareholders shared our thesis that a more efficient, more durable approach aligns with how transplant centers already operate, and that such an approach would position us to drive meaningful, long-term growth.

Sincerely,

Josh Riggs

CEO

iMDx

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely,” “estimate,” “potential,” “continue” or other similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements.

**2 International Plaza Dr., Suite 510

Nashville, Tennessee 37217

(615) 255-8880

NOTICE OF VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

To Be Held Thursday, June 11, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Insight Molecular Diagnostics Inc., a California corporation (“iMDx,” “we,” or “our”) will be held virtually on Thursday, June 11, 2026, at 12:00 p.m. Central Time online throughhttps://edge.media-server.com/mmc/p/k94peovi for the following purposes:

1. To 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;

2. To ratify the appointment of CBIZ CPAs P.C. as iMDx’s independent registered public accounting firm for the year ending December 31, 2026;

3. To approve, on a non-binding advisory basis, iMDx’s named executive officer compensation for the year ended December 31, 2025; and

4. To approve an amendment to the Insight Molecular Diagnostics Inc. Amended and Restated 2018 Equity Incentive Plan to increase the total number of shares of the Company’s common stock authorized for issuance under such plan by 1,750,000, to a total of 5,550,000 shares.

We may also transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

After careful consideration, the board of directors recommends a vote “FOR” each director nominee listed in Proposal No. 1 and “FOR” Proposal Nos 2, 3 and 4.

The Board has fixed the close of business on April 27, 2026, as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any postponements or adjournments thereof.

This year we have made arrangements for our shareholders to attend and participate at the Annual Meeting through an online electronic video screen communication athttps://edge.media-server.com/mmc/p/k94peovi. If you plan on attending the Annual Meeting online, please read the “HOW TO ATTEND THE ANNUAL MEETING” section at the end of this Proxy Statement for information about how to attend and participate in the Annual Meeting online. Although the Annual Meeting will not be held in person, shareholders will, to the extent possible, be afforded the same rights and opportunities to participate at the virtual Annual Meeting similarly to how they would participate at an in-person meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

Whether or not you expect to attend the virtual Annual Meeting, please read the Proxy Statement carefully, and then vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you should be present at the virtual Annual Meeting, your proxy will be returned to you if you so request.

Beginning on or around May 1, 2026, we will send a Notice Regarding the Availability of Proxy Materials to all shareholders entitled to vote at the Annual Meeting, together with instructions on how to access our proxy materials over the internet and how to vote.**The Notice of Internet Availability is not a proxy card and cannot be used to vote your shares.**If you received this Notice and would prefer to receive paper copies of the proxy materials at no charge, you may notify us at info@imdxinc.com or (615) 255-8880.

**Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held June 11, 2026.

The Letter to Shareholders, Notice of Meeting and Proxy Statement, and Annual Report on Form 10-K

**are available at:**https://www.astproxyportal.com/ast/27464

By Order of the Board of Directors,

Peter Hong

Secretary

Nashville, Tennessee

April 30, 2026

**Proxy Statement

For the Annual Meeting of Shareholders

To be Held on June 11, 2026

Table of Contents

**VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Thursday, June 11, 2026

PROXY STATEMENT

This proxy statement (this “Proxy Statement”) is solicited on behalf of the Board of Directors of Insight Molecular Diagnostics Inc., a California corporation (the “Company,” “iMDx,” “we,” “us,” or “our”) for use at our 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually via a live webcast on Thursday, June 11, 2026, at 12:00 p.m. Central Time, or at any postponements or adjournments thereof. The Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), or this Proxy Statement and the accompanying proxy card, Notice and Annual Report for the year ended December 31, 2025 (the “Annual Report”), as applicable, are expected to be first sent or given to shareholders on or about May 1, 2026.

You can attend the Annual Meeting online, submit your questions and vote your shares virtually online throughhttps://edge.media-server.com/mmc/p/k94peovi.

The executive offices of the Company are located at, and the mailing address of the Company is, 2 International Plaza Dr., Suite 510, Nashville, Tennessee 37217.