Insight Molecular Diagnostics Amends 2021 Merger Agreement; Revises CNI Monitor Royalties

What Happened Insight Molecular Diagnostics Inc. (iMDx) announced Amendment No. 2 to its Amended and Restated Agreement and Plan of Merger (originally completed April 15, 2021) with Chronix equity holders, filed on Form 8-K on September 21, 2026. The amendment (dated September 15, 2026) updates how payments to Chronix’s former equity holders are handled for CNI Monitor, Chronix’s patented cell-free DNA test technology.

Key Details

• The original merger closed April 15, 2021; Chronix became a wholly owned subsidiary of iMDx.
• Prior Amendment No. 1 (Feb 8, 2023) set a 10% royalty on net collections for specified tests (including CNI Monitor) and eliminated prior potential payments (including up to $14M in milestone payments, a 15% royalty, and certain transplant-related payout obligations).
• Amendment No. 2 (Sept 15, 2026) specifies:
  • Chronix’s equity holders will receive a 10% royalty on sales of CNI Monitor until the earlier of (a) a sale of substantially all rights to CNI Monitor to a third party (a “CNI Monitor Sale”) or (b) expiration of related IP.
  • If a CNI Monitor Sale occurs, Chronix’s equity holders will receive a final payment equal to 10% of the gross proceeds from that sale (the “CNI Monitor Sale Payment”), and the ongoing 10% royalty will terminate upon that payment.
• The amendment is filed as Exhibit 2.1 to the 8-K; David MacKenzie is the equityholder representative for the agreement.

Why It Matters This amendment clarifies and caps the long‑term payment structure tied to CNI Monitor: investors now know iMDx will pay 10% on CNI Monitor sales until a sale or IP expiry, and if the asset is sold, a one-time 10% gross-proceeds payment replaces future royalties. That affects future cash outflows tied to CNI Monitor revenue or any strategic sale of the technology and removes some earlier contingent payment uncertainties created by the original deal terms.