Insight Molecular Diagnostics amends Chronix merger royalty terms again

Insight Molecular Diagnostics Inc., referred to as iMDx, disclosed in an 8-K dated September 15, 2026 that it entered into a second amendment to its merger agreement with the equity holder representative for Chronix, the company it acquired through a 2021 merger. The original merger closed on April 15, 2021, after a Merger Sub combined with Chronix, leaving Chronix as a wholly-owned subsidiary of iMDx.¹

The new amendment revises royalty terms that had already been changed once before. In February 2023, iMDx and the equity holder representative agreed that Chronix's equity holders would receive a 10% royalty on net collections from sales of specified tests and products, including CNI Monitor, a technology using copy number instability to measure cell-free tumor DNA in blood, until related patents expired. That 2023 amendment also set a 5% royalty on gross proceeds from any sale of Chronix's transplantation medicine patents to a third party, and eliminated earlier milestone and royalty provisions from the original merger agreement.¹

Under Amendment No. 2, signed September 15, 2026, the parties agreed that Chronix's equity holders will keep receiving the 10% royalty specifically for CNI Monitor sales until either a sale of substantially all rights to CNI Monitor to a third party or expiration of related intellectual property. If CNI Monitor is sold, the equity holders will receive a final payment equal to 10% of the gross proceeds from that sale.¹ Once that final sale payment is made, the ongoing 10% royalty on CNI Monitor would terminate.¹

The 8-K does not indicate any change to the separate 5% royalty on transplant-patent sale proceeds established in the 2023 amendment. The full amendment text was filed as Exhibit 2.1. The filing was signed by Peter Hong, iMDx's Vice President and General Counsel, on September 21, 2026.