Insight Molecular Diagnostics Inc. filed an 8-K on September 21, 2026, reporting that on September 15, 2026, it entered into Amendment No. 2 to its Amended and Restated Agreement and Plan of Merger with the Chronix equityholder representative, modifying royalty and sale payment terms related to the CNI Monitor technology.

Key Highlights

  • Amendment date: Amendment No. 2 was executed on September 15, 2026, between Insight Molecular Diagnostics Inc. and David MacKenzie, solely in his capacity as Equityholder Representative.
  • Ongoing royalty preserved: Chronix equity holders will continue to receive a 10% Royalty for sales of CNI Monitor until the earlier of a CNI Monitor Sale or expiration of related intellectual property.
  • New sale payment: Upon a CNI Monitor Sale, Chronix equity holders will receive a final payment equal to 10% of the gross proceeds from that sale.
  • Royalty termination trigger: Upon payment of the CNI Monitor Sale Payment, the ongoing 10% Royalty with respect to CNI Monitor will terminate.
  • Original merger context: The underlying Merger Agreement was dated February 2, 2021, amended February 23, 2021, and amended and restated April 15, 2021; the merger with Chronix closed on April 15, 2021.
  • Prior amendment: Amendment No. 1, entered February 8, 2023, had previously eliminated the Milestone Payments, 15% Royalty, and Transplant Transfer Payout, replacing them with a 10% Royalty and a 5% transplant patent sale payment.

Amendment No. 2 Restructures CNI Monitor Royalty and Sale Terms

According to the filing, Insight Molecular Diagnostics Inc. (NASDAQ:IMDX) entered into Amendment No. 2 to its Amended and Restated Agreement and Plan of Merger on September 15, 2026. The amendment governs the financial obligations the company owes to former Chronix equity holders in connection with the CNI Monitor product, which the filing describes as using "Chronix's patented technology involving copy number instability to sensitively quantify the cell-free DNA from the primary solid tumor in a patient's blood."

Under Amendment No. 2, the company disclosed that the 10% Royalty on CNI Monitor sales will continue until the earlier of a sale of all or substantially all rights, titles, and interests in CNI Monitor to a third party, or the expiration of related intellectual property. In addition, if such a sale occurs, Chronix equity holders are entitled to a final payment of 10% of the gross proceeds received from that CNI Monitor Sale. The filing states that upon payment of that final amount, the ongoing 10% Royalty obligation with respect to CNI Monitor will terminate.

The filing notes that Amendment No. 2 narrows the royalty scope compared with prior agreements. Amendment No. 1, entered February 8, 2023, had applied the 10% Royalty more broadly to sales of specified tests and products and included a separate 5% payment on gross proceeds from any sale of Chronix's transplantation medicine patents. Under Amendment No. 2, the royalty is limited to CNI Monitor specifically, and the transplantation patent sale provision is not referenced as continuing in the new terms. The filing was signed on September 21, 2026, by Peter Hong, Vice President and General Counsel of the company.

What Was Disclosed

The company reported execution of Amendment No. 2 to its Chronix merger agreement, modifying ongoing royalty terms and adding a 10% final payment on gross proceeds upon a CNI Monitor Sale, with the royalty terminating upon such payment.