Insight Molecular Diagnostics Inc.

The Board is seeking the approval of our shareholders of an amendment to the Equity Incentive Plan, which was adopted by our Board on May 14, 2025, subject to shareholder approval (the “Plan Amendment”). The Equity Incentive Plan was amended and restated and approved by our Board and by our shareholders on October 11, 2024. Under the Equity Incentive Plan, as amended, we reserved 2,300,000 shares of our common stock for issuance as awards under the Equity Incentive Plan. As of May 12, 2025, there were 356,304 shares remaining for future issuance as awards under the Equity Incentive Plan. As further described below, the Plan Amendment would further increase the number of shares of common stock available for issuance pursuant to awards under the Equity Incentive Plan by an additional 1,500,000 shares, to a total of 3,800,000 shares of our common stock.

We believe that operation of the Equity Incentive Plan is a necessary and powerful tool in enabling us to attract and retain the best available personnel for positions of substantial responsibility; to provide additional incentive to key employees, key consultants, and non-employee directors; and to promote the success of our business. The Equity Incentive Plan is expected to provide flexibility to our compensation methods in order to adapt the compensation of such employees, consultants, and directors to a changing business environment, after giving due consideration to competitive conditions and the impact of federal tax laws. In addition, the Company intends to grant a higher percentage of RSUs that are subject to performance-based vesting criteria, or PSUs, than in prior years in order to facilitate alignment between our executive officers and our long-term performance. We have strived to use our Equity Incentive Plan resources effectively and to maintain an appropriate balance between shareholder interests and the ability to recruit and retain valuable employees. However, we believe there is an insufficient number of shares remaining under our Equity Incentive Plan to meet our current and projected needs. Accordingly, it is the judgment of our Board that the Plan Amendment is in the best interest of the Company and its shareholders. We believe that the Plan Amendment, which increases the number of shares of common stock available for issuance pursuant to awards under the Equity Incentive Plan, reflects best practices in our industry and is appropriate to permit the grant of equity awards at expected levels for the future.

A copy of the Plan Amendment and the Equity Incentive Plan are included as Appendix A, and Appendix B, respectively, to this Proxy Statement. Described below is a summary of certain key provisions of the Equity Incentive Plan, which is qualified in its entirety by reference to the full text of the Equity Incentive Plan, as amended.

The Board recommends that the shareholders vote “FOR” the approval of the Plan Amendment.