Amendment: Chief Financial Officer James Andrea S. converted options into 50,000 shares and covered exercise/tax liability with 12,175 shares, increasing direct ownership by 25% to 189,056 units (SEC Form 4)
$IMDX
Biotechnology: In Vitro & In Vivo Diagnostic Substances
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Insight Molecular Diagnostics Inc. [ IMDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/04/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/31/2025 | M | 50,000 | A | $0(1) | 201,231 | D | |||
| Common Stock | 10/31/2025 | F | 12,175 | D | $6.01(2) | 189,056 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 10/31/2025 | M | 50,000 | (3) | (3) | Common Stock | 50,000 | $0 | 50,000 | D | ||||
| Explanation of Responses: |
| 1. Represents vesting an award of performance-based restricted stock units ("RSUs") issued pursuant to the Company's 2018 Equity Incentive Plan. Each RSU represents the right to receive, at settlement, one share of common stock. |
| 2. The reported disposition reflects shares withheld by the Company to cover required tax withholding obligations upon the vesting of the RSUs. The reporting person did not sell any shares. |
| 3. The RSUs vested on the last day of the month upon satisfaction of the "Baby Shelf" performance condition described in the Reporting Person's Employment Agreement, which required that the Company's public float reach at least $75 million such that the Company would no longer be subject to the SEC's "baby shelf" limitations on Form S-3 eligibility. The satisfaction of this condition resulted in the vesting of 50% of the RSUs granted to the Reporting Person, subject to the Reporting Person's continued service. |
| Remarks: |
| This Form 4/A is being filed to amend the original Form 4 filed on November 4, 2025 which inadvertently did not report the withholding of 12,175 shares of common stock to cover tax withholding obligations upon the vesting of performance-based restricted stock units ("RSUs"). |
| /s/ Andrea James | 11/13/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||