Insight Molecular Diagnostics Inc PRE 14A, filed May 26, 2022

Insight Molecular Diagnostics Inc. (IMDX)

PRE 14A 2022-05-26 For: 2022-05-26

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Added on October 22, 2026

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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	●	deliver to the Secretary of Oncocyte a written revocation; or

	●	deliver to the Secretary of Oncocyte a signed proxy bearing a date subsequent to the date of the proxy being revoked; or

	●	attend the Meeting and vote in person or through internet voting during online participation.

	●	Audit Committee Chairman: $15,000
	●	Audit Committee Member other than Chairman: $7,500
	●	Compensation Committee Chairman: $10,000
	●	Compensation Committee Member other than Chairman: $5,000
	●	Nominating/Corporate Governance Committee Chairman: $10,000
	●	Nominating/Corporate Governance Committee Member other than Chairman: $5,000
	●	Science and Technology Committee Chairman: $10,000
	●	Science and Technology Committee Member other than Chairman: $5,000
	●	Finance and Strategy Committee Member: $5,000

Name	Fees Earned Or Paid in Cash		Option Awards ⁽¹⁾		Stock Awards⁽¹⁾		Total
Andrew Arno	$	69,250	$	193,185	$	54,600	$	317,035
Jennifer Levin Carter	$	54,250	$	193,185	$	54,600	$	302,035
Melinda Griffith	$	64,250	$	193,185	$	54,600	$	312,035
Alfred D. Kingsley	$	56,750	$	193,185	$	54,600	$	304,535
Andrew J. Last	$	73,000	$	193,185	$	54,600	$	320,785
Cavan Redmond⁽²⁾	$	83,000	$	193,185	$	54,600	$	330,785

Name	Aggregate Number of RSU Awards		Aggregate Number of Option Awards
Andrew Arno		10,000		248,520
Jennifer Levin Carter		10,000		102,000
Melinda Griffith		10,000		147,000
Alfred D. Kingsley		10,000		383,300
Andrew J. Last		10,000		248,520
Cavan Redmond⁽¹⁾		10,000		263,520

Name and principal position	Year		Salary			Bonus			Stock Awards⁽¹⁾			Option Awards⁽¹⁾			Nonqualified Deferred Compensation Earnings⁽²⁾			All Other Compensation⁽³⁾		Total
Ronald Andrews		2021	$	480,000		$	297,600		$	—		$	2,120,000	⁽⁴⁾	$	—		$	24,238	$	2,921,838
President and Chief Executive Officer		2020	$	487,385		$	465,600	⁽⁵⁾	$	—		$	68,500	⁽⁶⁾	$	9,190		$	16,175	$	1,046,850

Mitchell Levine		2021	$	356,895		$	110,638		$	—		$	1,081,200	⁽⁷⁾	$	—		$	13,182	$	1,561,915
Chief Financial Officer⁽¹¹⁾		2020	$	361,999	⁽⁸⁾	$	131,670		$	44,800	⁽⁹⁾	$	504,431	⁽¹⁰⁾	$	721	⁽⁸⁾	$	14,839	$	1,058,460

Douglas Ross		2021	$	375,000		$	165,750		$	—		$	1,081,200	⁽¹³⁾	$	—		$	18,187	$	1,640,137
Chief Science Officer⁽¹²⁾		2020	$	375,000	⁽¹⁴⁾	$	—		$	—		$	386,500	⁽¹⁵⁾	$	379	⁽¹⁴⁾	$	11,245	$	980,437

(1)	Option awards granted under our 2010 Employee Stock Option Plan (the “Option Plan”) or under our Incentive Plan are valued at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. Except as otherwise indicated below, one quarter of the options will vest upon completion of 12 full months of continuous employment measured from the grant date, and the balance of the options shall vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon the completion of each month of continuous employment. Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted, computed in accordance with the provisions of FASB ASC Topic 718. For stock options that have performance-based (sometimes referred to as milestone-based) vesting conditions, compensation is shown in the tables in the same manner as Oncocyte recorded stock based compensation expense for the grant on the basis of the estimated probability that the vesting condition will be met or the determination that the condition has been met. We used the Black-Scholes Pricing Model to compute option fair values based on applicable exercise and stock prices, an expected option term, volatility assumptions, and risk-free interest rates. Our Named Executive Officers will only realize compensation upon exercise of the stock options and to the extent the trading price of our common stock is greater than the exercise price of such stock options at the time of exercise.

	Stock awards consist entirely of restricted stock units (“RSUs”) and are valued in the table at the aggregate grant date fair value based on the closing price of Oncocyte common stock as quoted on the applicable trading market as if the stock awards were fully vested. Beginning on March 8, 2021, our common stock began trading on the NASDAQ Global Market under the symbol “OCX”, and prior to that date our common stock was traded on the NYSE American under the same symbol.

	For a full discussion of Oncocyte’s accounting of stock-based compensation under ASC 718, please refer to Note 2 to our consolidated financial statements found in our Annual Report.

(2)	Reflects interest accrued and paid to those executives who elected to enter into Deferral Agreements in May 2020, pursuant to which the executives agreed to defer a portion of their compensation and to receive interest on the deferred amount. Mr. Andrews agreed to defer 30% of his base salary, and $186,240 of a discretionary bonus that otherwise would have been payable in cash. Mr. Levine agreed to defer 20% of his base salary and Dr. Ross agreed to defer 10% of his base salary. On December 11, 2020, Messrs. Andrews and Levine and Dr. Ross received payment of their deferred compensation and accrued interest. Mr. Andrews received payment in cash and Mr. Levine and Dr. Ross received payment in cash and shares of Oncocyte common stock valued at the closing price of the common stock on the NYSE American on December 8, 2020.

(3)	Other compensation consists primarily of employer contributions to employee accounts under our 401(k) plan.

(4)	In February 2021, Mr. Andrews was granted 500,000 stock options exercisable at an exercise price of $5.34 per share.

(5)	The amount of Mr. Andrews bonus includes RSUs for 106,221 shares of common stock under our Incentive Plan that Mr. Andrews agreed to accept in lieu of $279,360 in cash as part of his discretionary bonus. The number of RSUs granted was determined based on the $279,360 divided by the $2.63 per share closing price of Oncocyte common stock on May 7, 2020. The RSUs vested on May 7, 2021, the anniversary of the grant date.

(6)	In July 2020, Mr. Andrews was granted 50,000 stock options exercisable at an exercise price of $1.68 per share.

(7)	In February 2021, Mr. Levine was granted 255,000 stock options exercisable at an exercise price of $5.34 per share.

(8)	Of the total salary earned and interest accrued on deferred salary, $20,950 was paid in 10,121 shares of common stock at $2.07 per share based on the closing price of Oncocyte common stock on the payment date.

(9)	In April 2020, Mr. Levine was granted 20,000 RSUs which vested one year from the date of grant in April 2021. The fair value of the RSUs was measured as of the April 28, 2020 grant date based on the closing price of Oncocyte common stock quoted on the NYSE American on that date.

(10)	In February 2020, Mr. Levine was granted 204,000 stock options exercisable at an exercise price of $2.63 per share. The amount shown in the table also includes $69,911 of value for stock options granted in May 2018 that vested during June 2020 when the performance conditions required for vesting were met.

(11)	Mr. Levine will cease serving as the Oncocyte’s CFO effective June 1. 2022. On June 1, 2022, Mr. Levine will transition to a new role as Corporate Development Officer of the Company with a focus on corporate and business development.

(12)	Dr. Ross was appointed Chief Science Officer effective March 23, 2020.

(13)	In February 2021, Dr. Ross was granted 255,000 stock options exercisable at an exercise price of $5.34 per share.

(14)	Of the total salary earned and interest accrued on deferred salary, $11,007 was paid in 5,317 shares of common stock at $2.07 per share based on the closing price of Oncocyte common stock on the payment date.

(15)	In March 2020, Dr. Ross was granted 250,000 stock options exercisable at an exercise price of $1.93 per share.

Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable ⁽¹⁾			Equity Incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option Exercise Price		Option Expiration Date
Ronald Andrews		20,000	⁽²⁾		—			—	$	2.10	April 1, 2028

		45,000	⁽³⁾		—			—	$	2.40	August 29, 2028

		593,750	⁽⁴⁾		356,250			—	$	2.51	June 30, 2029

		18,750	⁽⁵⁾		31,250			—	$	1.68	June 30, 2030

		—			500,000	⁽⁶⁾		—	$	5.34	February 24, 2031

Mitchell Levine		200,000	⁽⁷⁾		—			—	$	5.90	November 15, 2027

		86,458	⁽⁸⁾		5,208			—	$	2.35	May 22, 2028

		168,438	⁽⁹⁾		76,563			—	$	3.52	March 13, 2029

		—			204,000	⁽¹⁰⁾		—	$	2.63	February 9, 2030

		—			255,000	⁽¹¹⁾		—	$	5.34	February 24, 2031

Douglas Ross		109,375	⁽¹²⁾		140,625			—	$	1.93	March 22, 2030

		—			255,000	⁽¹³⁾		—	$	5.34	February 24, 2031

(1)	Except as otherwise indicated below, one quarter of the options shall vest upon completion of 12 full months of continuous employment measured from the date of grant, and the balance of the options will vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon the completion of each month of continuous employment.

(2)	The date of grant was April 2, 2018 for services of Mr. Andrews as a non-employee director of Oncocyte. The options vested on the first anniversary of the grant date.

(3)	The date of grant was August 30, 2018 for services of Mr. Andrews as a non-employee director of Oncocyte. The options vested on the first anniversary of the grant date.

(4)	The date of grant was July 1, 2019.

(5)	The date of grant was July 1, 2020.

(6)	The date of grant was February 25, 2021.

(7)	These options were granted to Mr. Levine upon his appointment as Chief Financial Officer on November 16, 2017.

(8)	The date of grant was May 23, 2018. Included in the number of options exercisable is 41,666 options which vested in June 2020 based on certain performance conditions for vesting having been met.

(9)	The date of grant was March 14, 2019.

(10)	The date of grant was February 10, 2020.

(11)	The date of grant was February 25, 2021.

(12)	The date of grant was March 23, 2020.

(13)	The date of grant was February 25, 2021.

Shareholder	Number of Shares	Percent of Total

Broadwood Partners, L.P. ⁽¹⁾ Broadwood Capital, Inc. Neal Bradsher 724 Fifth Avenue, 9^th Floor New York, New York 10019	23,778,109		19.99	%

Pura Vida Investments, LLC ⁽²⁾ Efrem Kamen 150 East 52^nd Street, Suite 32001 New York, NY 10022	21,021,513		17.74	%

Halle Special Situations Fund LLC ⁽³⁾ 767 5th Avenue, 44th Floor New York, NY 10153	7,129,456		6.0	%

(1)	Includes 23,774,964 shares beneficially owned by Broadwood Partners, L.P. and 3,145 shares owned by Neal Bradsher. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P. Neal Bradsher is the President of Broadwood Capital, Inc. Broadwood Capital, Inc. shares voting power over and may be deemed to beneficially own the 23,774,964 shares owned by Broadwood Partners, L.P. Mr. Bradsher shares voting power over and may be deemed to beneficially own 23,771,033 shares owned by Broadwood Partners, L.P. Broadwood Partners, L.P. also holds (i) 6,003,752 warrants to purchase up to 3,001,876 shares of common stock, and (ii) 5,882.35 shares of Series A Convertible Preferred Stock (“Preferred Stock”) convertible into 3,884,675 shares of common stock. Each of the warrants and the Preferred Stock is subject to a blocker provision that prevents Broadwood Partners, L.P. from exercising or converting the securities, as applicable, if it would be more than a 19.99% beneficial owner of the shares following such exercise or conversion.

(2)	Includes shares and warrants held by Pura Vida Master Fund, Ltd. (the “Pura Vida Master Fund”) and certain separately managed accounts (the “Accounts”). Pura Vida Investments, LLC (“Pura Vida Investments”) serves as the investment manager to the Pura Vida Master Fund and the Accounts. Efrem Kamen serves as the managing member of Pura Vida Investments. Pura Vida Investments and Mr. Kamen may be deemed to have shared voting and dispositive power with respect to the shares owned directly by the Pura Vida Master Fund and the Accounts. Pura Vida Investments and Mr. Kamen disclaim beneficial ownership of those shares except to the extent of their pecuniary interest therein.

(3)	Includes shares held by Halle Special Situations Fund LLC. John Peter Gutfreund is the investment manager and a control person of Halle Capital Partners GP LLC, the managing member of Halle Special Situations Fund LLC. In such capacity, Mr. Gutfreund may be deemed to beneficially own these securities. Halle Special Situations Fund LLC also owns warrants to purchase 3,564,728 shares of common stock, subject to a beneficial ownership limitation of 4.9%. Mr. Gutfreund additionally has the right to acquire 768,941 shares of common stock upon the conversion of certain shares of Preferred Stock, subject to a beneficial ownership limitation of 4.9%.

	Number of Shares		Percent of Total
Ronald Andrews ⁽¹⁾		1,279,860		1.07	%

Mitchell Levine ⁽²⁾		794,661		*	%

Douglas Ross ⁽³⁾		245,942		*	%

Alfred D. Kingsley ⁽⁴⁾		861,523		*	%

Andrew Arno ⁽⁵⁾		413,016		*	%

Andrew J. Last ⁽⁶⁾		278,690		*	%

Cavan Redmond ⁽⁷⁾		426,830		*	%

Melinda Griffith ⁽⁸⁾		147,000		*	%

Jennifer Levin Carter ⁽⁹⁾		102,000		*	%

All executive officers and directors as a group (12 persons) ⁽¹⁰⁾		4,963,313		4.06	%

(1)	Includes 969,166 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become exercisable within 60 days, and 17,482 shares that may be acquired upon the exercise of certain warrants. Excludes 1,470,834 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days and 535,000 RSUs that are currently unvested and will not vest within 60 days.

(2)	Includes 704,086 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become exercisable within 60 days, and 3,495 shares that may be acquired upon the exercise of certain warrants. Excludes 466,580 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.

(3)	Includes 225,625 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become exercisable within 60 days. Excludes 479,375 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days.

(4)	Includes 384,111 shares held solely by Mr. Kingsley, and 75,345 shares held by Greenbelt Corp. and 18,767 shares held by Greenway Partners, LP, which are affiliates of Mr. Kingsley. Mr. Kingsley disclaims beneficial ownership of 15,069 shares held by Greenbelt Corp. Excludes 10,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days. Includes 383,300 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become exercisable within 60 days.

(5)	Includes 248,520 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become exercisable within 60 days and 52,447 shares that may be acquired upon the exercise of certain warrants.

(6)	Includes 248,520 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become exercisable within 60 days.

(7)	Includes 263,520 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become exercisable within 60 days and 52,447 shares that may be acquired upon the exercise of certain warrants. Mr. Redmond is not standing for re-election at the Meeting.

(8)	Includes 147,000 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become exercisable within 60 days.

(9)	Includes 102,000 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become exercisable within 60 days.

(10)	Includes 3,684,851 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that may become exercisable within 60 days, and 125,871 shares that may be acquired upon the exercise of certain warrants. Excludes 3,814,475 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become exercisable within 60 days, and 535,000 RSUs that are currently unvested and will not vest within 60 days.

		2021⁽³⁾		2020
Audit Fees ⁽¹⁾	$	269,880	$	206,400
Audit Related Fees ⁽²⁾		358,119		145,202
Total Fees	$	627,999	$	351,602

	●	Attract, motivate and retain highly-qualified executive officers in a competitive market;
	●	Provide compensation to our executives that are competitive and reward the achievement of challenging business objectives; and
	●	Align our executive officers’ interests with those of our shareholders by providing a significant portion of total compensation in the form of equity awards.

	(1)	Includes both the Incentive Plan and our discontinued 2010 Employee Stock Option Plan.

	(2)	All shares remaining available for future issuance are under the Incentive Plan.

	●	Broadwood’s interest in the Underwritten Offer and Preferred Stock Offer;

	●	the approximate total consideration to Broadwood from the sale of shares of common stock, Series A Preferred Stock, and 2022 Warrants to it;

	●	the approximate dollar value of the amount of Broadwood investment in the shares of common stock and 2022 Warrants sold to it in the Underwritten Offer and the amount of its investment in the Series A Preferred Stock;

	●	the transactions were undertaken in the ordinary course of Oncocyte’s financing activities;

	●	the availability of other sources of financing;

	●	the purpose and the potential benefits of the transactions to Oncocyte; and

	●	such other information regarding the transactions and Broadwood that, in the context of the sale of common stock, Series A Preferred Stock, and Warrants, the members of the Nominating/Corporate Governance Committee believed could be material to investors in light of the circumstances of the transactions.

	(i)	Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the applicable payment terms, if any, for the Restricted Stock, and restrictions and other terms and conditions applicable to such Restricted Stock.

	(ii)	Restricted Stock may be issued to a Participant without payment or without the delivery of a promissory note or instalment payment agreement only for services actually performed by the Participant prior to the issuance of the Restricted Stock.

	(iii)	In the case of Restricted Stock sold to a Participant on an instalment payment basis, the Company may require, as a condition of the grant, that the Participant execute and deliver to the Company a promissory note or instalment payment agreement and a stock pledge or security agreement, and a blank stock power with respect to the Restricted Stock, in such form and containing such terms as the Board or Committee may require. No Restricted Stock shall be sold to an Officer or Director on instalment payment terms that would constitute an extension of credit in violation of in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002.

	(iv)	If the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee, if applicable and (B) the appropriate blank stock power with respect to the Restricted Stock covered by such agreement.

	(v)	If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, a promissory note or instalment payment agreement, stock pledge or security agreement, escrow agreement, and stock power, the Award shall be null and void. Subject to the restrictions set forth in the Award, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including the right to vote such Restricted Stock and the right to receive dividends; provided that, any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Board or Committee. The cash dividends or stock dividends so withheld and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Board or Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

	(vi)	The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common Stock shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. At the discretion of the Committee, each Restricted Stock Unit (representing one share of Common Stock) may be credited with cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend Equivalents shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Board or Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed in cash or, at the discretion of the Board or Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalents and earnings, if applicable, to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividend Equivalents.

	(i)	Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the applicable Award Agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect to such shares shall terminate without further obligation on the part of the Company.

	(ii)	Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award Agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award Agreement.

	(iii)	The Board or Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date the Restricted Stock or Restricted Stock Units are granted, such action is appropriate; provided, that the removal of such restrictions shall not occur earlier than one year from the date of grant of the Award except as permitted by *Section 3.5*.