Insight Molecular Diagnostics Inc. (iMDx) has filed an amendment to its previously established merger agreement with Chronix. The current report, dated September 15, 2026, details the terms of Amendment No. 2 to the Amended and Restated Agreement and Plan of Merger.
The original merger agreement, executed on February 2, 2021, and subsequently amended in April 2021, established a structure for the acquisition of Chronix. Under the original terms, the Company agreed to pay the equity holders of Chronix up to $14 million in milestone payments, earnout consideration of up to 15% of net collections, and up to 75% of net collections from the sale of patents related to transplantation medicine.
Amendment No. 1, entered into on February 8, 2023, modified these terms significantly. It reduced the royalty rate on net collections to 10% and eliminated the Milestone Payments, the 15% Royalty, and the Transplant Transfer Payout obligations.
Amendment No. 2, executed on September 15, 2026, further modifies the financial terms regarding the CNI Monitor product. The amendment stipulates that Chronix’s equity holders will receive a 10% royalty on sales of CNI Monitor until the earlier of a sale of all or substantially all of the rights to CNI Monitor to a third party or the expiration of the related intellectual property. Additionally, upon a CNI Monitor Sale, the equity holders will receive a final payment equal to 10% of the gross proceeds from that sale. This final payment results in the termination of the ongoing 10% royalty obligation.
