Insight Molecular Diagnostics (IMDX) Proxy filing summary

Executive summary

• The company is transitioning from a product development stage to a commercialization stage, focusing on decentralized organ transplant health monitoring with its GraftAssureDx assay, pending FDA authorization.

• Strategic partnerships, notably with Bio-Rad Laboratories, have advanced regulatory submissions and commercialization efforts, with Bio-Rad holding just under 10% equity.

• The company has secured reimbursement for its lab-developed test and is expanding its clinical registry to 50 centers, representing significant U.S. transplant volume.

• Multiple private placements and direct offerings have raised capital, with significant participation from major shareholders and insiders.

Voting matters and shareholder proposals

• Four director nominees are up for election to serve until the 2027 annual meeting: Joshua Riggs, Andrew Arno, Andrew J. Last, and Louis E. Silverman.

• Shareholders are asked to ratify CBIZ CPAs P.C. as the independent auditor for 2026.

• Advisory approval of named executive officer compensation for 2025 is on the agenda.

• Approval is sought for an amendment to the 2018 Equity Incentive Plan, increasing authorized shares by 1,750,000 to 5,550,000.

Board of directors and corporate governance

• The board consists of four directors, with three deemed independent under Nasdaq rules.

• The board maintains Audit, Compensation, and Nominating/Corporate Governance Committees, all composed of independent directors.

• Directors met nine times in 2025, with full attendance at meetings and the annual shareholder meeting.

• A Code of Ethics and policies on insider trading, clawbacks, and equity award timing are in place.