Insight Molecular Diagnostics Inc. ($IMDX)

Hello, and welcome to the Insight Molecular Diagnostics, Inc. Annual Meeting of Stockholders. Please note that this meeting is being recorded. Questions may be submitted via the questions box to the right of your screen by typing your message and then clicking the submit button. The meeting is about to begin.

Good morning. On behalf of Insight Molecular Diagnostics or IMDX, I would like to thank you for participating in our 2026 Annual Meeting of Shareholders. I am Andrew Arno, Chairman of the Board of Directors and in accordance with the company's bylaws, I will be presiding over this annual meeting. We are hosting the meeting virtually, which allows our shareholders to attend and listen to the meeting live, submit questions and vote their shares electronically. As Chairman meeting, I have set the agenda, which you should be able to see on your screen. I have also said certain meeting procedures and rules of conduct, which you can access by clicking on the documents tab at the top right of the screen. At this time, I would like to introduce our President and Chief Executive Officer, Joshua Riggs, who also serves on the company's Board of Directors.

Thank you, Andrew. I'd like to start by introducing the other members of our Board of Directors who are in attendance, Andrew J. Last and Louis E. Silverman. Members of management who are in attendance include Andrea James, our Chief Financial Officer; and Peter Hong, our General Counsel and Corporate Secretary, who will serve as the Secretary of this annual meeting. Our Inspector of Election, Chris Hall, who is a representative of Equinity Trust Company is also in attendance as our representatives from our independent registered public accounting firm, CBIZ CPAs P.C. It is now 12:00 p.m. Central Time, 12:02 p.m. Central Time, and in accordance with the notice of this annual meeting, I call the IMDX 2026 Annual Meeting of Shareholders to order. I now call upon our Inspector of Election to discuss some of the procedural matters in connection with this meeting.

The notice regarding the availability of proxy materials for the Annual Meeting of Shareholders were mailed beginning on or around May 1, 2026, to all shareholders of record as of April 27, 2026 by Equinity. Equiniti has provided the company with an affidavit certifying the mailing of those proxy materials, which will be filed with the minutes of this meeting. As of April 27, 2026, there were 32,288,039 shares of IMDX common stock, no par value issued and outstanding, which constitutes the only class of IMDX voting securities outstanding. For the required quorum, the holders of a majority of outstanding shares of common stock entitled to vote at this annual meeting must be present, whether in person, virtually or by proxy. The number of shares constituting a quorum at this annual meeting, therefore, is 16,144,020. From account of the shares present virtually or in person or by proxies received by the company, it has been determined that we have a quorum for this annual meeting. I have been appointed as the Inspector of Election and will tell you the votes.

Thank you, Chris. Before acting upon the matters set forth in the notice of Annual Meeting of Shareholders, please allow me to cover some procedural points. First, you are able to vote at any time during this meeting until we close the polls by clicking the Vote my Shares tab at the top right of your screen. If you voted in advance of this meeting, you do not need to vote again unless you wish to change your earlier vote. Second, in the event of any technical difficulties before the formal adjournment of meeting, we will temporarily adjourn and reconvene in accordance with our views. Third, at the end of this meeting, each shareholder may provide the opportunity to submit up to 2 questions pertaining to the business meeting by clicking on the question box on the right side of the screen. Questions that do not pertain to the business of the meeting will not be answered. Please reference our meeting procedures, removals or contact prior to submitting any questions. We will now proceed with the formal business meeting. I declare the polls for each matter to be voted on at this meeting open today, June 11, 2026 at 12:05 p.m. Any shareholder wishing to contest a vote at this meeting should do so now as the polls will close in a few minutes. You may vote until the polls are closed. Proposal 1. Today, we will be voting on the 4 proposals described in the proxy statement. The first matter of business to be conducted is the proposal to elect our 4 directors to serve on our Board of Directors until the Annual Meeting of Shareholders to be held in 2027 and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal. The directors will be elected by the affirmative vote of a majority of the shares of common stock representing and voting at the annual meeting. The director nominees are as follows: Joshua Riggs, Andrew Arno, Andrew J. Last, Lewis E. Silver. The Board recommends a vote for each of the director nominees. Voting will continue until after all 4 proposals have been presented. We will now move on to the second proposal. Proposal 2. The second matter of business to be conducted is the proposal to ratify the election of CBIZ CPAs P.C. as our independent registered public accounts. for the fiscal year ending December 31, 2026. CBIZ acquired the test business of Marco LLP, our prior independent registered public handler. The affirmative vote of a majority of the shares of comment represented at the annual meeting is required to ratify the selection of CBIZ to serve as the independent registered public accounts. The Board recommends a vote 4 of this proposal. Voting will continue until after the final proposal has been presented and we will now move on to the third proposal. Proposal 3. The third matter of business to be conducted is the proposal to approve on a nonbinding advisory basis, our named executive officer compensation for the fiscal year ending December 31, 2025. Our shareholders have been asked to include the following residues resolved that the shareholders hereby approve on an advisory basis, compensation paid to the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. including the compensation tables and the narrative discussion related thereto. The affirmative vote of the majority of the shares represented at the annual meeting is required to approve on an advisory basis, our named executive officer compensation for the fiscal year ended December 31, 2025. The Board recommends a vote for this proposal. Voting will continue until after the final proposal has been presented. We will now move on to the final proposal. Proposal 4. The fourth final matter of business to be conducted is the proposal to approve an amendment to our amended and restated 2000 equity incentive plan to increase the total number of shares of the company's common stock authors who issues issuance under such a plan by $1.750 billion to a total of 5,550,000 shares as described in the proxy. The affirmative vote of a majority of shares of common stock represent the annual meeting is required to approve the [indiscernible]. The Board recommends a vote for this proposal. We're now in a pause for any additional votes to the median portal. Okay. closer opposed. [Voting]

Now that all 4 proposals have been presented, I declare the polls for each matter voted upon during the annual meeting closed at 12:10 p.m. today. June 11, 2026, and direct the inspector of election to tabulate the results. While the inspector of election is counting the votes, we will pause to review whether any questions pertaining to the business of this annual meeting have been submitted by shareholders. As there are no questions, we will now report the voting results. Please note that the results are preliminary. I've been advised by the inspector of election that on the first proposal, a majority of the shares of common stock represented in voting virtually or by proxy at this meeting have been voted to elect each of the director nominees and these shares also compensated at least the majority of the acquired core. On the second proposal, a majority of the shares of common stock represented at the meeting have been voted to ratify the appointment of SevenPAs/PC as our independent registered public accounts for the fiscal year ending December 31, 2026. On the third proposal, the majority of the shares of common stock represented at the meeting have been voted to approve on a nonbinding advisory basis, our named executive officer compensation for the fiscal year ending December 31, 2025. And on the fourth proposal, a majority of the shares of common stock represented at the meeting have been voted to approve the amendment to our -- amended and restated 2018 equity incentive plan as described in our proxy statement. The Inspector of Election refers to Secretary this annual meeting with a written report of the vote count respected to the matters other on today. We intend to file a current report on Form 8-K with the SEC to announce the final results of proposal further upon at this meeting. This concludes the formal business of the annual meeting. So the meeting is our adjourned. Thank you again for taking the time today and for your continued support of Insight Molecular Diagnostics.

This concludes today's conference call. Thank you for participating. You may now disconnect.