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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission file number 1001-37648

~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc.

(Exact name of registrant as specified in its charter)

     California

     27-1041563

     (State or other jurisdiction
of incorporation or organization)

     (I.R.S. Employer
Identification No.)

152 ~~Cushing~~International Plaza Dr., Suite 510

~~Irvine~~Nashville, ~~California~~Tennessee ~~92618~~37217

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (~~949~~615) ~~409~~255-~~7600~~8880

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value ~~OCX~~IMDX The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒

The aggregate market value of shares of voting and non-voting common stock held by non-affiliates computed by reference to the price at which shares of common stock were last sold as of June 30, ~~2024~~2025 was approximately $2432.64 million. Shares held by each executive officer and director and by each person who beneficially owns more than 10% of the outstanding common stock have been excluded in that such persons may under certain circumstances be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

AsThe number of ~~March~~shares ~~17,~~of ~~2025,~~issuer's ~~there~~common ~~were~~stock, ~~outstanding~~no 28par value,~~599,285~~ ~~shares~~outstanding as of ~~common~~March ~~stock~~19, no2026 ~~par~~was ~~value~~32,167,978.

DOCUMENTS INCORPORATED BY REFERENCE

~~None~~Portions of the registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders (the “Proxy Statement”), to be filed with the Securities and Exchange Commission (“SEC”) within 120 days after the end of the fiscal year ended December 31, 2025, are incorporated herein by reference in Part III of this Annual Report on Form 10-K.

Oncocyte Corporation

Table of Contents

~~December~~INSIGHT ~~31,~~MOLECULAR ~~2024~~DIAGNOSTICS INC.

			PageNumber
Cautionary Note Regarding Forward-Looking Statements			2
Industry and Market Data			3
Part I	Item 1.	Business	5
	Item 1A.	Risk Factors	18
	Item 1B.	Unresolved Staff Comments	37
	Item 1C.	Cybersecurity	37
	Item 2.	Properties	37
	Item 3.	Legal Proceedings	38
	Item 4.	Mine Safety Disclosures	38
Part II	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
	Item 6.	[Reserved]	39
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	51
	Item 8.	Financial Statements and Supplementary Data	51
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	51
	Item 9A.	Controls and Procedures	52
	Item 9B.	Other Information	53
	Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	53
Part III	Item 10.	Directors, Executive Officers and Corporate Governance	54
	Item 11.	Executive Compensation	59
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	72
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	74
	Item 14.	Principal Accountant Fees and Services	76
Part IV	Item 15.	Exhibits and Financial Statement Schedules	78
	Item 16.	Form 10-K Summary	82
Signatures			83

TABLE OF CONTENTS

December 31, 2025


			Page Number
Cautionary Note Regarding Forward-Looking Statements			2

Industry and Market Data			3

Part I	Item 1.	Business	6

	Item 1A.	Risk Factors	18

	Item 1B.	Unresolved Staff Comments	39

	Item 1C.	Cybersecurity	39

	Item 2.	Properties	39

	Item 3.	Legal Proceedings	40

	Item 4.	Mine Safety Disclosures	40

Part II	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	41

	Item 6.	[Reserved]	41

	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	53

	Item 8.	Financial Statements and Supplementary Data	54

	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	54

	Item 9A.	Controls and Procedures	54

	Item 9B.	Other Information	55

	Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	55

Part III	Item 10.	Directors, Executive Officers and Corporate Governance	56

	Item 11.	Executive Compensation	56

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56

	Item 13.	Certain Relationships and Related Transactions, and Director Independence	56

	Item 14.	Principal Accountant Fees and Services	56

Part IV	Item 15.	Exhibits and Financial Statement Schedules	57

	Item 16.	Form 10-K Summary	62

Signatures			63

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (this “Report”) are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements pertaining to future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities for Insight Molecular Diagnostics Inc., or iMDx (f/k/a Oncocyte Corporation), along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management. Any statements that are not historical fact (including, but not limited to statements that contain words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” or similar expressions or the negative of such terms) should also be considered to be forward-looking statements. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential products, uncertainty in the results of clinical trials or regulatory approvals, need and ability to obtain future capital, and maintenance of intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties that affect the businesses of ~~Oncocyte~~iMDx, particularly those mentioned in this Report under “Risk Factors” in Part I, Item 1A. Except as required by law, ~~Oncocyte~~iMDx undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

The forward-looking statements include, among other things, statements about:

•

the timing and potential achievement of future milestones;

•

the timing and our ability to obtain and maintain coverage and reimbursements from the Centers for Medicare and Medicaid Services and other third-party payers, including within the U.S. and outside of the U.S.;

•

our plans to pursue research and development of diagnostic test candidates;

•

the potential commercialization of diagnostic tests currently in development;

•

the timing and success of future clinical research and the period during which the results of the clinical research will become available;

•

the potential receipt of revenue from current sales of our diagnostic tests and/or diagnostic tests in development;

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our assumptions regarding obtaining reimbursement and reimbursement rates of our current diagnostic tests and/or diagnostic tests in development;

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our estimates regarding future orders of tests and our ability to perform a projected number of tests;

•

our estimates and assumptions around the patient populations, market size and price points for reimbursement for our diagnostic tests;

•

our estimates regarding future revenues, operating expenses, and future capital requirements;

•

our intellectual property position;

•

~~the~~our ~~impact~~ability ofto ~~government~~continue ~~laws~~as ~~and~~a ~~regulations;~~going ~~and~~concern;

•

our dependency on our collaboration with Bio-Rad Laboratories, Inc. for the development and commercialization of products;

•

the impact of government laws and regulations, including the impact of a prolonged government shutdown; and

•

our competitive position.

Unless the context otherwise requires, all references to “~~Oncocyte~~iMDx,” “we,” “us,” “our,” “the Company” or similar words refer to ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc., together with our consolidated subsidiaries.

The description or discussion, in this Report, of any contract or agreement is a summary only and is qualified in all respects by reference to the full text of the applicable contract or agreement.

iMDx™, DetermaIO™, DetermaCNI™, GraftAssureCore™, GraftAssureIQ™ and GraftAssureDx™ are trademarks of ~~Oncocyte~~iMDx, regardless of whether the “TM” symbol accompanies the use of or reference to the applicable trademark in this Report.

We ~~are~~have inrebranded ~~the process of rebranding~~ our VitaGraft assay (VitaGraft Kidney and VitaGraft Liver), which is our lab developed test, under the name GraftAssureCore. ~~For purposes of this filing, references to “GraftAssureCore” shall be deemed to include the test previously marketed as VitaGraft.~~ We ~~are~~ also inrebranded ~~the process of rebranding~~ our kitted research use only assay, GraftAssure, as “GraftAssureIQ,” and ~~rebranding~~ our future kitted clinical assay as “GraftAssureDx.”

Table of Contents

INDUSTRY AND MARKET DATA

This Report contains market data and industry forecasts that were obtained from industry publications, third party market research and publicly available information. These publications generally state that the information contained therein has been obtained from sources believed to be reliable. While we believe that the information from these publications is reliable, we have not independently verified such information.

This Report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this Report from our own research as well as from industry and general publications, surveys and studies conducted by third parties, some of which may not be publicly available. Such data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty. We caution you not to give undue weight to such projections, assumptions and estimates.

Table of Contents

PART I

Summary of Risk Factors

We face many risks and uncertainties, as more fully described in this section under the heading Item 1A. “Risk Factors.” Some of these risks and uncertainties are summarized below. The summary below does not contain all of the information that may be important to you, and you should read this summary together with the more detailed discussion of these risks and uncertainties contained in “Risk Factors.”

Summary - Risks Related to Our Capital Resources

•

We have incurred operating losses since inception, and we do not know if we will attain profitability.

•

We have historically been dependent upon outside financing capital to fund our operations and until such time as our revenues are sufficient to finance our operating expenses, we may need to issue additional equity or debt securities to raise the capital needed to pay our operating expenses.

•

We may incur significant cash payment and common stock issuance obligations under our agreements arising from our investments in ~~Insight~~IGI and Chronix.

Summary - Risks Related to Our Business Operations

•

Our revenues in the near term will depend on our ability to commercialize a small number of diagnostic tests.

•

The research and development work we are doing is costly, time consuming, and uncertain as to its results.

•

Increased competition from, and technological advances by, our competitors could negatively affect our operating results.

•

Sales of our diagnostic tests could be adversely impacted by the reluctance of physicians to adopt the use of our tests and by the availability of competing diagnostic tests.

•

~~There~~Defects, isfailures aor ~~risk~~quality ofissues associated with our products could lead to product recalls or safety alerts, adverse regulatory actions, product liability ~~claims~~lawsuits inand ~~our~~other ~~business~~litigation and negative publicity. If we are unable to obtain or maintain sufficient insurance, a product liability claim against us could adversely affect our business.

•

We have limited capital, marketing, sales, and regulatory compliance resources for the commercialization of our diagnostic tests.

•

We may face technology transfer challenges and expenses in adding new tests to our portfolio and in expanding our reach into new geographical areas on new instrument platforms.

•

If our laboratory facilities become damaged or inoperable, or we are required to vacate any facility, our ability to provide services and pursue our research and development and commercialization efforts may be jeopardized.

•

There is a limited number of manufacturers of molecular diagnostic testing equipment and related chemical reagents necessary for the provision of our diagnostic tests.

•

If we fail to enter into and maintain successful strategic alliances for diagnostic tests that we elect to co-develop, co-market, or out-license, we may have to reduce or delay our diagnostic test development or increase our expenditures.

•

We are, and may become, dependent on ~~possible future~~ collaborations to develop and commercialize ~~many of~~ our diagnostic test candidates and to provide the manufacturing, regulatory compliance, sales, marketing and distribution capabilities required for the success of our business.

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Our business could be adversely affected if we lose the services of the key personnel upon whom we depend.

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Our business and operations could suffer in the event of system failures.

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Security breaches and other disruptions could compromise our information and expose us to liability, and could cause our business and reputation to suffer.

•

WeFailure ~~are~~of ~~subject~~our tointernal ~~state~~control ~~laws~~over infinancial ~~California~~reporting ~~that~~could ~~require~~harm ~~gender~~our business and ~~diversity~~financial ~~quotas for boards of directors of public companies headquartered in California~~results.

•

We are subject to laws and regulations governing corruption, which may require us to develop, maintain, and implement costly compliance programs.

•

We may become subject to litigation, which could harm our stock price, business, results of operations and financial condition.

•

We may undertake strategic acquisitions in the future, and difficulties integrating such acquisitions could damage our ability to achieve or sustain profitability.

•

Our business could be adversely impacted by inflation.

Summary - Risks Related to Our Industry

•

Our operations as a clinical laboratory in the United States are subject to oversight by CMS under CLIA, as well as certain state agencies, and our operation of clinical laboratories in any foreign jurisdictions are subject to similar regulatory oversight. Any failure to maintain our CLIA or applicable state or international permits and licenses may affect our ability to commercialize our diagnostic tests.

•

~~Our~~While ~~products~~we believe our LDTs are ~~subject~~within tothe scope of the FDA’s ~~final rule ending~~ enforcement discretion ~~for~~policy, ~~LDTs~~ and ~~regulating~~therefore ~~such~~not ~~tests~~required asto ~~medical~~obtain ~~devices.~~clearance ~~Implementing~~or ~~the~~approval ~~requirements~~before ~~under~~commercialization, the ~~final~~FDA ~~rule~~may ~~could~~attempt ~~lead~~ to ~~delays~~regulate LDTs in ~~commercialization~~the future, orwhich ~~(if~~could ~~encountered~~lead ~~after commercialization) requirements~~ to ~~halt~~LDT ~~the~~product ~~commercial~~development ~~provision~~delays ofand ~~our~~increased ~~tests until FDA marketing authorization is obtained~~costs.

We currently market certain IVDs that have not been cleared by the FDA in reliance on the regulatory exemption for IVDs intended for RUO, but if the FDA determines that our RUO tests do not meet the applicable requirements for exemption or have intended uses that are inconsistent with RUO tests, we may be required to suspend commercialization of such products until we can obtain the requisite FDA clearance and/or subject to FDA warning or untitled letters, seizure, injunction, fines, or other enforcement action.

We will also need to obtain FDA and other regulatory approvals for any IVDs that we may develop, or for any currently marketed products the FDA determines are IVDs instead of LDTs, in order to market those IVD tests.

Clinical trial failures can occur at any stage of the testing and we may experience numerous unforeseen events during, or as a result of, the clinical trial process that could delay or prevent commercialization of our current or future diagnostic tests.

~~The~~Table ~~commercial success~~ of ~~our diagnostic tests depends on the availability and sufficiency of third-party payer coverage and reimbursement, which may be limited or unavailable.~~ Contents

•

We currently market certain IVDs for RUO that have not been cleared by the FDA in reliance on the regulatory exemption for IVDs intended for RUO, but if the FDA determines that our RUO tests do not meet the applicable requirements for exemption or have intended uses that are inconsistent with RUO tests, we may be required to suspend commercialization of such products until we can obtain the requisite FDA clearance and/or subject to FDA warning or untitled letters, seizure, injunction, fines, or other enforcement action.

•

We will need to obtain FDA and other regulatory approvals for any IVDs that we may develop in order to market those IVD tests, and we may not be able to obtain those regulatory approvals in a timely manner or at all.

•

Our ability to commercialize our products is dependent on availability and sufficiency of third-party payer coverage and our ability to ensure our tests remain reimbursed or attain reimbursement by Medicare, and the loss of, or a significant reduction in, reimbursement from Medicare or the CMS would have a material adverse impact on our business.

•

Changes in healthcare laws may have a material adverse effect on our financial condition, results of operations and cash flows.

•

Because of certain Medicare billing policies, we may not receive complete reimbursement for tests provided to Medicare patients.

•

Long payment cycles of Medicare, Medicaid and other third-party payers, or other payment delays, could hurt our cash flows and increase our need for working capital.

•

Private health insurance company policies may deny coverage or limit ~~the~~reimbursement ~~amount they will reimburse us~~ for the performance of our diagnostic tests.

•

IfWe ~~we are successful in commercializing our diagnostic tests, we~~ will be ~~obligated~~required to comply with ~~numerous additional~~ federal and state ~~statutes~~laws ~~and~~governing ~~regulations~~the ~~pertaining~~privacy toof ~~our business and be subject to government oversight and scrutiny for our compliance with such laws. Laboratory and~~ health ~~care regulatory compliance efforts are expensive and time-consuming~~information, and any failure to ~~maintain~~comply ~~compliance~~ with ~~applicable~~these laws could result in ~~enforcement~~material ~~action~~criminal ~~which~~and ~~could~~civil ~~be detrimental to our business~~penalties.

•

We are subject to numerous federal and state statutes and regulations pertaining to our business and are subject to government oversight and scrutiny for our compliance with such laws. Laboratory and health care regulatory compliance efforts are expensive and time-consuming, and failure to maintain compliance with applicable laws could result in enforcement action which could be detrimental to our business.

•

Tariff policies and potential countermeasures could increase our costs and disrupt our global supply chain, which could negatively impact the results of our operations.

Summary - Risks Related to Intellectual Property

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We rely on patents and trade secrets, and our financial success will depend, in part, on our ability to obtain commercially valuable patent claims, protect our intellectual property rights and operate without infringing upon the proprietary rights of others.

•

We may not be able to obtain patent protection for our diagnostic tests if our pending U.S. patent applications are found to be directed to unpatentable subject matter.

•

Changes to the patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our diagnostic tests.

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Other companies or organizations may challenge our patent rights or may assert patent rights that prevent us from developing and commercializing our diagnostic tests.

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If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected, and our business would be harmed.

•

We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and unsuccessful.

•

We may not be able to enforce our intellectual property rights throughout the world.

•

If we are sued for infringing intellectual property rights of third parties, such litigation could be costly and time consuming and could prevent or delay us from developing or commercializing our diagnostic tests.

•

Failure to adequately protect, or disputes relating to, trademarks or patents, could harm our business.

•

Patent terms may be inadequate to protect our competitive position on our diagnostic tests for an adequate amount of time.

•

Obtaining and maintaining patent protection depends on compliance with various procedures and other requirements, and our patent protection could be reduced or eliminated in case of non-compliance with these requirements.

Summary - Risks Related to Our Common Stock

•

WeThe ~~previously~~trading ~~identified~~price ~~and~~of ~~remediated a material weakness in~~ our ~~internal~~common ~~control~~stock ~~over~~is ~~financial~~highly ~~reporting.~~volatile, Ifand wepurchasers ~~are unable to maintain an effective system~~ of ~~internal~~our ~~control~~common ~~over~~stock ~~financial reporting, it~~ could ~~result~~incur insubstantial ~~us not preventing or detecting on a timely basis a material misstatement of the Company’s financial statements~~losses.

•

Because we do not pay dividends, our stock may not be a suitable investment for anyone who needs to earn dividend income.

•

Securities analysts may not ~~initiate coverage or continue to~~ cover our common stock, and this may have a negative impact on the market price of our shares.

•

~~Our~~You ~~former~~may ~~parent~~experience ~~company~~dilution ~~may~~of ~~sell~~your ~~our~~ownership ~~shares~~interests toif ~~raise~~we ~~capital~~issue toadditional ~~finance~~shares ~~its~~of ~~operations~~common stock or preferred stock.

•

We are a “smaller reporting company” under the SEC’s disclosure rules and have elected to comply with the reduced disclosure requirements applicable to smaller reporting companies.

•

Failure to establish and maintain adequate finance infrastructure and accounting systems and controls could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies.

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Failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock.

Table of Contents

Item 1. Business.

Overview

We are a pioneering diagnostics technology company. Our mission is to ~~democratize~~expand access to novel molecular diagnostic testing, tomost ~~improve~~immediately ~~patient~~in ~~outcomes~~the transplanted organ rejection testing category.

We doare ~~this primarily by~~ developing molecular diagnostic test kits ~~that~~designed to empower our customers to run their own tests in-house to participate in the patient-care value chain, which is counter-positioned with the send-out-testing central laboratory model. Our decentralized approach also puts testing in the hands of researchers to enable more studies, which ~~inspires innovation, which~~ we believe can improve standards of care while also creating demand for more testing. We ~~develop~~believe that combining innovative science with a simple, but disruptive, business model can create substantial value. Our initial targeted customer institutions are hospitals, transplant centers and labs. The decisions to deploy our tests ~~that~~come ~~measure~~from ~~both~~doctors, ~~established~~including ~~biomarkers~~surgeons, nephrologists and oncologists, as well as ~~pioneer~~researchers, ~~the~~pathologists, ~~adoption~~lab ofdirectors, ~~new~~medical directors, department heads, lab managers and ~~more~~chief ~~effective~~medical ~~biomarkers~~officers.

We ~~believe~~are ~~that~~a ~~combining innovative~~ science-driven ~~with~~organization athat ~~simple,~~champions ~~but~~scientific ~~disruptive,~~integrity ~~business~~and ~~model~~inquiry. ~~can~~We ~~create~~employ ~~enormous~~scientists ~~value.~~who ~~This~~generate ~~model~~intellectual isproperty ~~designed~~in toour ~~empower~~strategic ~~doctors~~target tomarkets. ~~reduce~~We ~~uncertainty~~have tobuilt ~~make~~and ~~better~~acquired ~~decisions~~an tointellectual ~~save~~property ~~lives~~portfolio asthat ~~well~~we asbelieve will enable ~~researchers~~us to ~~measure~~gain ~~biomarkers~~share toin ~~inspire~~well-established ~~innovation~~clinical and research markets.

Our ~~customer~~current ~~institutions~~intellectual ~~are~~property ~~hospitals,~~portfolio comprises three general areas: 1) organ transplant, ~~centers~~2) oncology therapy selection, and ~~labs.~~3) ~~The~~oncology ~~decision~~therapy tomonitoring. ~~deploy~~Within ~~our~~these ~~tests~~categories, onwe ~~behalf~~have ofdeveloped ~~patients~~ or ~~research~~are ~~studies~~in ~~supports~~the ~~front~~process ~~line~~of ~~doctors,~~developing ~~including~~laboratory ~~surgeons,~~developed ~~nephrologists~~tests ~~and~~(“LDTs”) ~~oncologists,~~that ascan ~~well~~be asrun ~~researchers,~~at ~~pathologists~~our Franklin, ~~lab~~Tennessee ~~directors~~laboratory, ~~medical~~kitted ~~directors,~~research ~~department~~use ~~heads,~~only ~~lab~~(“RUO”) ~~managers~~tests, and ~~chief~~in ~~medical~~vitro ~~officers~~diagnostic (“IVD”) kitted clinical tests that can be run by local labs.

5Our primary near-term strategic market is organ transplant. We seek to deliver the industry-leading molecular diagnostic test kit for clinical use that decentralizes access to organ health testing for transplant patients. We expect that enabling in-house testing will deliver new value in the roughly $2 billion addressable market for kitted transplant rejection testing. We also believe that decentralizing access to transplanted organ rejection testing will bring care closer to the patient and help hospitals to operate more sustainably, as well as create a rapidly growing, high-margin, recurring business model.

~~Our~~iMDx’s ~~operating~~flagship ~~premise~~transplant istesting ~~that~~technology ~~democratizing~~quantifies ~~access~~a tomolecular ~~testing~~biomarker toknown ~~foster~~as ~~scientific~~donor-derived ~~innovation~~cell-free DNA (“dd-cfDNA”). Our scientists in Germany and ~~better~~the ~~treatments~~U.S. ~~ultimately~~have ~~reduces~~played a critical role over the ~~cost~~past decade in developing the science that helped establish dd-cfDNA as a trusted biomarker of ~~care~~transplanted organ rejection. Under the GraftAssure™ brand, ~~while~~iMDx’s ~~expanding~~transplant ~~access~~diagnostics ~~and~~include ~~improving~~the ~~outcomes.~~following:

•

AtGraftAssureCore ~~the~~– ~~heart,~~The wecompany’s ~~are~~LDT, acurrently ~~science-driven~~reimbursed ~~organization~~by ~~that~~Centers ~~champions~~for ~~scientific~~Medicare ~~integrity~~& ~~and~~Medicaid ~~inquiry.~~Services We(“CMS”) ~~employ world-renowned scientists who generate intellectual property in our strategic target markets. We have built~~ and ~~acquired~~performed anat ~~intellectual~~iMDx’s ~~property~~Clinical ~~portfolio~~Laboratory ~~that~~Improvements weAmendment ~~believe~~(“CLIA”) ~~will~~certified ~~enable~~laboratory ~~us to gain share~~ in ~~well-established~~Franklin, ~~clinical and research markets~~Tennessee.

•

~~Our~~GraftAssureIQ ~~current~~– ~~intellectual~~An ~~property~~RUO ~~comprises~~kit ~~three~~intended ~~general areas: 1) organ transplant, 2) oncology therapy selection~~ and 3)labeled ~~oncology~~for therapy monitoring. Within these categories, we have developed or are in the process of developing laboratory developed tests (“LDTs”) that can be run at our Nashville, Tennessee lab, kitted research use only (“RUO”) tests, and kitted non-clinical ~~tests that can be run by local labs~~applications.

•

~~Our~~GraftAssureDx primary near-term strategic market is organ transplant. Oncocyte’s molecular diagnostic tests are designed to help the industry to better address one of the leading challenges in the transplantation market – ~~which~~The isIVD ~~the~~kit ~~body’s~~currently ~~potential to reject the donor organ. We do this by detecting early evidence of graft organ damage~~ in ~~the~~development ~~blood through assessing a known biomarker known as donor-derived cell-free DNA. GraftAssureCore (Kidney),~~ for ~~example,~~use ~~can find donor kidney damage up to 11 months sooner than other protocols. GraftAssureCore is analytically and clinically validated~~ in ~~three~~clinical ~~major solid organ transplant types (kidney, liver and heart) by peer reviewed international publications. We received a positive coverage~~ decision from MolDx for GraftAssureCore (Kidney) in August of 2023, and it became commercially available for ordering in January 2024 through our Clinical Laboratory Improvements Amendment (“CLIA”) laboratory in Nashville, Tennessee. GraftAssureCore (Kidney) is now broadly available to transplant professionals upon request. In December 2024, we confirmed Medicare reimbursement for also monitoring certain high-~~risk patients, that is, those with newly developed donor-specific antibodies~~making.

InOur ~~July~~GraftAssure ~~2024,~~family weof ~~began~~assays toare ~~commercialize~~performed ~~the~~on ~~technology~~a ~~underlying~~digital ~~GraftAssureCore~~PCR ~~(Kidney)~~instrument bythat ~~distributing~~is ~~its~~manufactured ~~sister~~by ~~product,~~Bio-Rad ~~GraftAssureIQ~~Laboratories, ~~which~~Inc. is(“Bio-Rad”). ~~intended~~Consequently, towe behave ~~sold~~entered ~~and~~into ~~used~~a ~~for~~global ~~research~~strategic ~~purposes~~partnership ~~and~~agreement iswith ~~labeled~~Bio-Rad asto ~~RUO.~~collaborate Wein ~~expect~~the todevelopment ~~distribute~~and ~~our~~the ~~RUO~~commercialization ~~production~~of ~~through~~kitted atransplant ~~mix~~products offor ~~direct~~clinical ~~sales,~~use ~~partnering~~(see ~~and~~Note ~~distribution agreements~~10, ~~and~~“Collaborative ~~licensing.~~Arrangements,” Weto ~~have~~our ~~entered~~consolidated ~~into~~financial astatements ~~global~~included ~~strategic~~elsewhere ~~partnership~~in ~~agreement~~this ~~with~~Report ~~Bio-Rad~~for ~~Laboratories,~~additional ~~Inc~~information). ~~(“Bio-Rad”)~~In toMay ~~collaborate~~2025, inwe ~~the~~sold ~~development~~our ~~and~~first ~~the~~GraftAssureIQ ~~commercialization~~kits ofto ~~RUO~~a ~~and~~research inlaboratory ~~vitro~~customer ~~diagnostic~~ (~~“IVD”) kitted transplant products for clinical use (~~see Note 102, “~~Collaborative~~Revenue ~~Arrangements~~Recognition – Kitted Products,” to our consolidated financial statements included elsewhere in this Report for additional information).

~~Under~~On ~~strict~~February ~~regulatory~~20, ~~rules~~2026, ~~our~~we ~~kitted~~entered ~~tests~~into ~~may~~a ~~not~~Specimen beCollection ~~used~~Agreement inwith a ~~clinical~~national ~~treatment~~reference ~~setting~~lab ~~until~~provider. ~~they~~Pursuant ~~have~~to ~~attained~~the ~~IVD~~agreement, ~~clearance from~~ the ~~Food~~lab ~~and~~provider ~~Drug~~will ~~Administration~~provide ~~(“FDA”)~~specimen incollection-related ~~the~~services, ~~U.S.~~which ~~and~~may Ininclude, ~~Vitro~~among ~~Diagnostic~~other ~~Medical~~things, ~~Devices~~the ~~Regulation~~collection, ~~approval~~handling, inprocessing, ~~the~~and ~~European~~delivery ~~Union.~~of Asspecimens ~~such,~~upon which we ~~are~~will ~~working~~perform testing with ~~these~~our ~~regulatory~~GraftAssureCore ~~bodies~~test. toSee ~~attain~~Note ~~such~~13, ~~clearance~~“Subsequent ~~and~~Events ~~approval,~~– asSpecimen ~~applicable~~Collection Agreement,” ~~supporting~~to ~~future~~our ~~distribution~~consolidated ~~and~~financial ~~higher~~statements ~~sales~~included ofelsewhere ~~our~~in ~~products~~this Report for ~~clinical~~additional ~~use~~information.

We also have a laboratory and pharma services lab, certified under the CLIA and accredited by the Collage of American Pathologists (“CAP”), in Nashville, Tennessee, and a research and development lab in Göttingen, Germany. Our innovation centers in Nashville and Germany employ world-renowned research scientists who, we believe, are leaders in their fields.

Our secondary strategic market is in the field of oncology – namely through diagnostic tests that can measure and predict which patients will best respond to certain types of therapies, as well as provide efficacy monitoring for therapies. For example, we are continuing to develop DetermaIO, a test with promising data supporting its potential to help identify patients likely to respond to checkpoint inhibitor drugs. This new class of drugs modulate the immune response and show activity in multiple solid tumor types including non-small cell lung cancer, and triple negative breast cancer. A kitted research product format of the underlying technology began proof-of-concept development in 2023. The application of immunotherapy is a global problem, so we expect partnering opportunities for each of our products as they reach clinical maturity. We also expect to begin commercializing our oncology product line, which includes DetermaIO, over the next 15 months.

The inherent uncertainties of developing and commercializing new diagnostic tests for medical use make it impossible to predict the amount of time and expense that will be required to complete the development and commercialization of those tests. There is no assurance that we will be successful in developing new technology or diagnostic tests, nor that any technology or diagnostic tests that we may develop will be proven safe and effective in diagnosis of cancer in humans or will be successfully commercialized. We expect that our operating expenses will continue to increase if we successfully complete the development of DetermaIO and commercialize this test.

We also perform other assay development and clinical testing services for pharmaceutical and biotechnology companies through our pharma services operations (“Pharma Services”).

WeTable ~~believe that the experience~~ of our team with diverse technologies through our Pharma Services activities, strong scientific integrity regarding evidence generation and innovation mentality, alongside our flexibility in operations and regulatory strategy, will drive our success, differentiate us from our competition, and are foundational to our future. We are focusing on executing the technology priorities discussed herein, which have evolved to reflect our operations and strategic vision.Contents

Under strict regulatory rules, our kitted tests may not be used in a clinical treatment setting until they have attained marketing authorization from the Food and Drug Administration (“FDA”) for U.S. sales, and In Vitro Diagnostic Medical Devices Regulation approval, for European Union (“EU”) sales. As such, we are working with these regulatory bodies to attain such clearance and approval, as applicable, supporting future distribution and higher sales of our products for clinical use. In 2025, we started a clinical trial in conjunction with our IVD submission for GraftAssureDx. On March 25, 2026, we submitted a data package to the FDA seeking marketing authorization for GraftAssureDx, which is the kitted version of our transplanted organ rejection monitoring assay. We believe that our assays will perform across multiple tissue, or organ, types, and we are pursuing regulatory authorization in kidneys first.

We also have a services lab, certified under the CLIA and accredited by the College of American Pathologists (“CAP”), in Franklin, Tennessee, and research and development labs in Nashville, Tennessee and Göttingen, Germany. Our innovation centers in Nashville and Germany employ research scientists whom we believe are leaders in their fields.

Our secondary strategic market is in the field of oncology. The inherent uncertainties of developing and commercializing new diagnostic tests for medical use make it impossible to predict the amount of time and expense that will be required to complete the development and commercialization of our oncology tests. We continue to dedicate a minimum amount of resources to our oncology assays, DetermaIO and DetermaCNI, although currently we do not intend to commercialize either in the next 12 months.

We also perform other assay development and clinical testing services for life sciences and biotechnology companies through our Laboratory Services operations.

We believe that the experience of our team with diverse technologies through our Laboratory Services activities, strong scientific integrity regarding evidence generation and innovation mentality, alongside our flexibility in operations and regulatory strategy, will drive our success, differentiate us from our competition, and are foundational to our future. We are focusing on executing the technology priorities discussed herein, which have evolved to reflect our operations and strategic vision.

Billing, Coverage, and Reimbursement for our Laboratory Tests

We are currently in the process of developing and commercializing GraftAssureCore, GraftAssureIQ, ~~GraftAssureDx, DetermaIO~~ and ~~DetermaCNI~~GraftAssureDx.

In the absence of reimbursement by a health insurance plan or Medicare, patients who would be candidates for the use of our tests may decline to use our tests, and physicians may be reluctant to prescribe our tests, due to the cost of the test to the patients. Due to this patient cost factor, revenues from any new cancer test that we market may experience slow growth until the test is approved for reimbursement by larger payer plans which cover many patients.

Medicare

For ~~diagnostics~~diagnostic tests, ~~Medicare or the Centers for Medicare & Medicaid Services (“~~CMS”) reimbursement ~~approval~~ is ~~critical~~critically important. CMS relies on a network of Medicare Administrative Contractors (“MACs”) to ~~make~~develop aand implement local coverage ~~determination~~determinations (“~~LCD~~LCDs”) approving a test for reimbursement. The MolDx Program was developed by Palmetto GBA (the previous MAC for California) to identify and establish coverage and reimbursement for molecular diagnostics tests. The program has developed guidelines for the level of evidence of efficacy required to be obtained through clinical trials. Palmetto, which ~~contracted~~are ~~with~~jurisdiction-specific ~~CMS to administer the MolDx, issues LCDs that affect~~ coverage, ~~coding, and billing of many molecular tests and the current MAC for California, Noridian Healthcare Solutions, LLC, has adopted the coverage~~ policies ~~from~~that ~~Palmetto.~~define ~~MACs also serve as~~ the ~~primary~~clinical ~~operational~~and ~~contact~~technical ~~between~~criteria ~~the~~under which Medicare ~~Fee-For-Service~~will ~~program,~~reimburse for ~~paying~~particular ~~Medicare~~tests ~~claims, and approximately 1.5 million health care providers enrolled in the program. Delays in obtaining MAC approval,~~ or ~~any changes made related to any favorable LCDs, could have a material adverse impact on our business~~services.

The MolDX Program was developed by the Palmetto GBA MAC to establish coverage and reimbursement for molecular diagnostic tests. MolDX has developed guidelines outlining the level of clinical evidence required to support positive coverage determinations under specific LCD policies. Its coverage and reimbursement decisions are followed by MACs overseeing healthcare reimbursement in 28 of 50 states.

MACs also serve as the primary operational contacts between the Medicare Fee-For-Service program, for paying Medicare claims, and the approximately 1.5 million healthcare providers enrolled in the program. Delays in obtaining MAC approval, or any changes made related to any favorable LCDs, could have a material adverse impact on our business. Any such decision could also cause affected clinicians treating Medicare-covered patients to reduce or discontinue the use of our tests. Further, third‑party payers often follow Medicare coverage policy and payment limitations in setting their own coverage and payment rates and therefore their coverage and payment determinations may likewise be affected by any such decisions. See Part I, Item 1A. “Risk Factors – Risks Related to Our Industry – Our ability to commercialize our products is dependent on availability and sufficiency of third-party payer coverage and our ability to ensure our tests remain reimbursed or attain reimbursement by Medicare, and the loss of, or a significant reduction in, reimbursement from Medicare or the CMS would have a material adverse impact on our business.”

CMS issued a positive coverage decision for GraftAssureCore in August 2023, and since then, expanded coverage to include the test for organ rejection surveillance in certain high-risk transplant patients. In May 2025, CMS increased its reimbursement price for the assay to $2,753 per result.

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Private Third-Party Payers

In addition to seeking Medicare reimbursement approval, we will seek reimbursement approval from private payers such as health insurance companies and HMOs. Private payers generally will determine whether to approve a diagnostic test for reimbursement based on the published results of clinical validity and ~~clinical~~ utility studies, and may base their decision on whether to cover a test, and at what level to reimburse, on the MAC’s LCD. Obtaining private payer medical coverage generally takes twelve to twenty-four months from the time that sufficient evidence is demonstrated. In the interim, we will bill commercial payers and appeal any denials using the published clinical evidence supporting the utility of the test.

Reimbursement rates paid by private third-party payers can vary based on whether the ~~provider~~laboratory is considered ~~to be an~~ “in-network,” ~~provider, a~~ “participating ~~provider~~,” a “covered ~~provider~~,” an “out-of-network” ~~provider~~ or a “non-participating ~~provider~~.” Currently, we are out-of-network with all commercial payers. While these definitions can vary among payers, an in-network ~~provider~~laboratory usually has a contract with the payer or benefits provider. Such ~~contract~~contracts ~~governs~~govern, among other things, service-level agreements and reimbursement rates. In certain instances, an insurance company may negotiate an in-network rate for our testing. An in-network ~~provider~~laboratory may have per-test reimbursement rates that are lower ~~per test~~ than those that are out-of-network, and ~~that~~such ~~rate~~rates can vary widely. Rates vary based on the payer, the testing type and often the specifics of the patient’s insurance plan. If a laboratory agrees to contract as an in-network provider, it generally expects to receive ~~quicker~~faster payment and access to ~~additional~~a larger population of covered patients. However, ituntil iswe ~~likely~~are ~~that~~able to negotiate contracts with commercial payers, we ~~will~~expect ~~initially~~to be considered an “out-of-network” or “non-participating” ~~provider~~ by payers who cover the vast majority of ~~patients~~commercially ~~until~~insured ~~we can negotiate contracts with the payers~~patients.

We cannot predict whether, or under what circumstances, payers will reimburse for ~~patients for~~ our tests or ~~whether~~if our efforts to appeal denied claims will be successful. While we have a rigorous process for prior authorization, ~~and~~ appeals to overturn denials, and tocontract ~~get~~negotiation ~~contracted~~ with commercial payers, full or partial denial of coverage by payers, or reimbursement at inadequate levels, would have a material adverse impact on our business and on market acceptance of our tests.

Billing and Collection

Where there is a private or governmental third-party payer coverage policy in place, we will bill ~~the~~in ~~payer~~accordance ~~and~~with the ~~patient~~established inpolicy. ~~accordance~~Where ~~with~~there ~~the~~is ~~established~~no coverage policy in place, we will pursue reimbursement on a case-by-case basis. Our efforts in obtaining reimbursement based on individual claims, including pursuing appeals or reconsideration of claims denials, could take a substantial amount of time, and bills may not be paid for many months, if at all. Furthermore, if a third-party payer denies coverage after final appeal, payment may not be received at all.

Where there is no coverage policy in place, we will pursue reimbursement on a case-by-case basis. In some cases, if not prohibited by law or regulation, we may bill physicians, hospitals and other laboratories directly for the services that they order. However, laws and regulations in certain states prohibit laboratories from billing physicians or other purchasers for testing that they order. Some states may allow laboratories to bill physicians directly but may prohibit the physician and, in some cases, other purchasers from charging more than the purchase price for the services, or may allow only for the recovery of acquisition costs, or may require disclosure of certain information on the invoice. An increase in the number of states that impose similar restrictions could adversely affect us by encouraging physicians to perform laboratory services in-house or by causing physicians to refer services to other laboratories that are not subject to the same restrictions. Adoption or expansion of laws and regulations that limit our ability to bill and obtain reimbursement for the full costs of our services would have a material adverse impact on our business and on market acceptance of our tests.

Corporate Information

We were incorporated in September 2009 in the state of California. Our principal executive offices are located at 152 ~~Cushing~~International Plaza Dr., ~~Irvine~~Suite 510, ~~California~~Nashville, ~~92618~~Tennessee, 37217. Our telephone number is (~~949~~615) ~~409~~255-~~7600~~8880. Our website is www.~~oncocyte~~imdxinc.com. Information contained on, or that can be accessed through, our website, is not, and shall not be deemed to be, incorporated into or be considered a part of this Report.

Competition

Our industry is highly competitive and characterized by rapid technological change, including the rapid expansion of the use of artificial intelligence (“AI”) and machine learning. Key competitive factors in our industry include, among others, the ability to successfully complete clinical studies, the ability to obtain any required regulatory approval, average selling prices of competing tests, CLIA laboratory capacity and costs, intellectual property and patent rights, and sales and marketing capabilities. We are an early-stage company with limited resources and ~~operating history and~~ many of our competitors have substantially more resources than we do, including financial, technical and sales resources. In addition, many of our competitors have more experience than we have in the development and commercialization of ~~diagnostics~~diagnostic tests. We are also competing with academic institutions, governmental agencies and private organizations that ~~are~~conduct ~~conducting~~ research in ~~the~~our field ~~of diagnostics~~. Our competition will be determined in part by the potential indications for which our lead test candidates are developed and ultimately marketed. Additionally, the timing of market introduction of our diagnostic tests or of competitors’ tests may be an important competitive factor.

Our organ transplant rejection monitoring tests compete with other methods of assessing graft organ health, such as performing a manual biopsy, as well as liquid biopsy tests from competitors that measure ~~donor~~dd-~~derived cell-free DNA~~cfDNA, including CareDx, Inc., Natera, Inc., Transplant Genomics, Omixon Inc. and Devyser. Three of our competitors (CareDx, Inc., Natera, Inc. and Transplant Genomics) have an established customer base. We aim to compete by ~~enabling~~selling test kits that enable labs to run patient samples locally. We believe that ~~through~~by ~~the~~leveraging ~~use of~~ digital PCR technology, our tests have attractive sample economics even at low volumes, offer fast turnaround times and offer native absolute quantification, which ~~are~~we ~~expected~~expect tomay be differentiators in the marketplace. Based on our research of customer needs, we believe that turnaround time matters to practitioners ~~while~~and that sample economics are important to local labs.

The DetermaIO test competes with multiple biomarkers already in clinical use or in development for predicting response to immunotherapy. The most commonly used clinical tests employed in the immunotherapy response market are Programmed Death-Ligand 1 (“PD-L1”) expression testing and Tumor Mutational Burden (“TMB”). We believe, however, the current standard of care for PD-L1 testing has important limitations. According to published literature, more than half of PD-L1 positive patients do not respond to immune-checkpoint inhibitors, and 1 in 6 patients who will respond are missed (referred to as a “false negative”). Furthermore, data presented at recent oncology medical conferences suggests that TMB is not a reliable predictor of immunotherapy response. Further, data presented at the Society for Immunotherapy of Cancer, suggested that DetermaIO outperformed both PD-L1 and TMB in predicting response to checkpoint inhibitors in patients with non-small lung cancer. In 2021, we presented data at four major scientific conferences supporting the association of DetermaIO and response to checkpoint inhibitor therapy and comparing to PD-L1 and TMB. Notably, data presented at both the European Society for Medical Oncology and the San Antonio Breast Cancer Symposium demonstrated the predictive value of the test. In October 2024, we announced the results of a Phase II clinical trial that demonstrated that DetermaIO was predictive of response to atezolizumab in triple negative breast cancer patients. These results were published in the peer-reviewed journal, Clinical Cancer Research, and validated DetermaIO’s utility in potentially identifying breast cancer patients most likely to benefit from atezolizumab.

Facilities

We lease a building located at 15 Cushing in Irvine, California that serves as our principal executive and administrative offices. We also operate a CLIA certified laboratory in Nashville, Tennessee, and through the 2021 acquisition of Chronix Biomedical, Inc. (“Chronix”), we also have a research and development facility in Göttingen, Germany, which serves as the center of excellence for our blood-based monitoring program.

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Our oncology assets compete with multiple biomarkers already in clinical use or in development. We continue to dedicate a minimum amount of resources to our oncology assays, DetermaIO and DetermaCNI, however, we currently do not intend to begin commercializing our oncology assets in the next 12 months.

Facilities

We operate a CLIA-certified laboratory and maintain office space located in the Nashville, Tennessee area under multiple lease arrangements. Since June 2025, our Nashville location serves as our principal executive and administrative offices. We also operate a research and development laboratory and maintain office space in Göttingen, Germany under multiple lease arrangements. Our Germany lab serves as the center of excellence for our blood-based monitoring program.

Materials

There is a limited number of manufacturers of molecular testing equipment and related chemical reagents necessary for the provision of our tests. Additionally, the chemical reagents used with the testing equipment we choose are available only from the equipment manufacturer. This situation poses a risk to us. If we were to encounter inconsistent results using testing equipment and reagents from one manufacturer, we would need to switch to testing equipment from a different manufacturer. If issues were to arise with the testing equipment or with the reagents we are using, causing us to acquire different testing equipment again, we would need to conduct additional laboratory studies to determine whether our previous test results can be reproduced using the new equipment. If similar issues were to arise after commercialization of a test, we could experience a disruption in providing the tests to patients and we would lose revenue and potentially market share as a result. See “Part I, Item 1A. “Risk Factors – Risks Related to Our Business Operations – There is a limited number of manufacturers of molecular diagnostic testing equipment and related chemical reagents necessary for the provision of our diagnostic tests.”

Patents and Trade Secrets

We rely primarily on patents and contractual obligations with employees and third parties to protect our proprietary rights. We have sought, and intend to continue to seek, appropriate patent protection for important and strategic components of our proprietary technologies by filing patent applications in the United States and certain foreign countries. There can be no assurance that any of our patents will guarantee protection or market exclusivity for our diagnostic tests and diagnostic test candidates. We may also use license agreements both to access technologies developed by other companies and universities and to convey certain intellectual property rights to others. Our financial success will be dependent, in part, on our ability to obtain commercially valuable patent claims, to protect our intellectual property rights, and to operate without infringing upon the proprietary rights of others.

Through our acquisition of Insight Genetics, Inc. (“~~Insight~~IGI”) in January 2020 and Chronix Biomedical, Inc. (“Chronix”) in April 2021, we obtained exclusive rights to additional intellectual property, including trade secrets, registered trademarks, domain names, copyrights, issued and reissued patents and pending applications, and software material, and have, since our acquisition of ~~Insight~~IGI, filed our own patents applications to protect DetermaIO in Australia, Canada, China, Europe, Japan, Korea, and the U.S.

Through our acquisition of Chronix in April 2021, we obtained intellectual property rights to 10nine patent families in the field of detection of cell-free tumor DNA and quantification of ~~donor derived cell~~dd-~~fee DNA~~cfDNA, with numerous already issued patents in the ~~United~~U.S. ~~States~~ and ~~European Union (“~~EU”), expiring between April 2031 and ~~October~~September ~~2034~~2035. In addition, we obtained trade secrets, registered trademarks, domain names, copyrights and proprietary software material.

On July 15, 2025, we were awarded U.S. Patent No. 12,359,252, which covers our method for detecting and treating colorectal cancer using circulating nucleic acid biomarkers. This patent reinforces our intellectual property around noninvasive cancer detection and supports our strategy to expand into blood-based cancer diagnostics. Protecting a method to identify and treat colorectal cancer using cell-free DNA from a simple blood draw opens the door for us for future screening tools that could broaden our clinical offerings and create new oncology market opportunities.

In addition to relying on patents, we rely on trade secrets, know-how, continuing technological advancement, and licensing opportunities to maintain our competitive position. The molecular diagnostics that we are developing use gene expression classifiers or algorithms, which are mathematical models that weigh the biomarkers to produce a score. We treat the mathematical models as trade secrets. We have entered into intellectual property, invention, and non-disclosure agreements with our employees, and it is our practice to enter into confidentiality agreements with our consultants. There can be no assurance, however, that these measures will prevent the unauthorized disclosure or use of our trade secrets and know-how, or that others may not independently develop similar trade secrets and know-how or obtain access to our trade secrets, know-how, or proprietary technology.

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General Risks Related to Obtaining and Enforcing Patent Protection

Our patents and patent applications are directed to compositions of matter, formulations, methods of use and/or methods of manufacturing. The patent positions of pharmaceutical and biotechnology companies, including ours, are generally uncertain and involve complex legal and factual questions. Our business could be negatively impacted by any of the following:

•

The claims of any patents that are issued may not provide meaningful protection, may not provide a basis for commercially viable diagnostic tests or may not provide us with any competitive advantages;

•

Our patents may be challenged by competitors or other third parties and, if the third parties are successful in their challenge, the patents could be invalidated, permitting third parties to use the patented inventions to compete with us;

•

Others may have patents that relate to our technology or business that may prevent us from marketing our diagnostic test candidates unless we are able to obtain a license to those patents;

•

Patent applications to which we have rights may not result in issued patents and the information disclosed in those applications could be used by our competitors;

•

Changes in government regulations or patent laws; and

•

We may not be successful in developing additional proprietary technologies that are patentable.

9In addition, others may independently develop similar or alternative technologies, duplicate any of our technologies and, if patents are licensed or issued to us, design around the patented technologies licensed to or developed by us. Moreover, we could incur substantial costs in litigation if we have to defend ourselves in patent lawsuits brought by third parties or if we initiate such lawsuits. For additional information regarding the risks related to obtaining and enforcing patent protection, see Part I, Item 1A. “Risk Factors – Risks Related to Intellectual Property.”

InThe ~~addition,~~United ~~others~~States ~~may~~Supreme ~~independently~~Court’s ~~develop~~decisions ~~similar~~in orMayo ~~alternative~~Collaborative ~~technologies~~Services v. Prometheus Laboratories, ~~duplicate~~Inc. ~~any~~and ofAssociation ~~our~~for ~~technologies~~Molecular ~~and,~~Pathology ifv. ~~patents~~Myriad ~~are~~Genetics ~~licensed~~may orlimit ~~issued~~our ability to ~~us,~~obtain ~~design~~patent ~~around~~protection ~~the~~on ~~patented~~diagnostic ~~technologies~~methods ~~licensed~~that tomerely orrecite ~~developed~~a bycorrelation ~~us.~~between ~~Moreover,~~a wenaturally ~~could~~occurring ~~incur~~event ~~substantial~~and ~~costs~~a indiagnostic ~~litigation~~outcome ifassociated wewith ~~have~~that toevent. ~~defend~~For ~~ourselves~~example, in ~~patent~~Mayo ~~lawsuits~~Collaborative ~~brought~~Services byv. ~~third~~Prometheus ~~parties~~Laboratories, orInc., ifthe weSupreme ~~initiate~~Court ~~such~~ruled ~~lawsuits.~~that ~~For~~patent ~~additional~~protection ~~information~~is ~~regarding~~not available for the ~~risks~~simple ~~related~~use toof ~~obtaining~~a ~~and~~mathematical ~~enforcing~~correlation ~~patent~~of ~~protection,~~the ~~see~~presence ~~“Part~~of Ia well-known naturally occurring metabolite (a body chemical) as a means of determining proper drug dosage, ~~Item~~which 1Amay be relevant to our oncology assays under development. ~~Risk~~This ~~Factors~~ruling –may ~~Risks~~limit ~~Related~~the topatentability ~~Intellectual~~of ~~Property~~diagnostic methods relying on natural biological processes.”

~~The~~In ~~United States Supreme Court’s decisions in Mayo Collaborative Services v. Prometheus Laboratories, Inc. and~~ Association for Molecular Pathology v. Myriad Genetics may limit our ability to obtain patent protection on diagnostic methods that merely recite a correlation between a naturally occurring event and a diagnostic outcome associated with that event. Our cancer diagnostic tests are based on the presence of certain genetic markers for a variety of cancers. In Mayo Collaborative Services v. Prometheus Laboratories, ~~Inc.,~~ the Supreme Court ruled that ~~patent~~claims ~~protection~~to isisolated ~~not~~DNA ~~available~~are ~~for~~not ~~the~~patent ~~simple~~eligible ~~use~~because ~~of a mathematical correlation of~~ the ~~presence~~claims ofcover a ~~well-known~~product ~~naturally occurring metabolite as a means~~ of ~~determining proper drug dosage~~nature. This ~~The~~may ~~claims~~enable incompanies ~~the~~to ~~contested~~develop ~~patents~~and ~~that~~offer ~~were~~copycat-type ~~the~~DNA ~~subject~~isolates ofand ~~that~~diagnostic ~~decision~~tests ~~were~~for ~~directed~~patented togenes ~~measuring~~without ~~the~~fear ~~serum level~~ of ainfringement ~~drug~~because ~~metabolite~~such ~~and~~previously ~~adjusting~~existing ~~the~~patents ~~dosing~~are ~~regimen~~likely ofnow ~~the~~invalid. In ~~drug~~contrast, ~~based on~~ the ~~metabolite level. The Supreme~~ Court ~~said~~held that a ~~patent~~modified ~~claim~~version ~~that~~of ~~merely~~DNA ~~claimed~~is apatent-eligible ~~correlation~~because ~~between~~it ~~the~~is ~~blood~~not ~~levels~~naturally ofoccurring. aThis ~~drug~~ruling ~~metabolite~~may ~~and~~limit the ~~best~~patentability ~~dosage~~ of ~~the~~composition ~~drug~~claims ~~was~~on ~~not~~certain ~~patentable~~gene ~~subject matter because it did no more than recite a correlation that occurs in nature~~sequences.

InThe ~~Association~~United ~~for~~States ~~Molecular~~Patent ~~Pathology~~and v.Trademark ~~Myriad~~Office ~~Genetics,~~ (the ~~Supreme~~“USPTO”) ~~Court~~has ~~ruled~~said that ~~the~~diagnostic ~~discovery~~processes ofbased ~~the~~on ~~precise~~natural ~~location~~principles ~~and~~can ~~sequence~~still ofbe ~~certain~~patentable ~~genes,~~if ~~mutations~~they ofinclude ~~which~~meaningful ~~can~~additional ~~dramatically~~steps ~~increase~~that ~~the~~go ~~risk~~beyond ofthe ~~breast~~natural ~~and~~principle ~~ovarian~~itself. ~~cancer~~For example, ~~was~~adding ~~not~~a ~~patentable.~~specific ~~Knowledge~~limitation ofother ~~the~~than ~~gene~~what ~~location~~is ~~and~~well-understood, ~~sequences~~routine, ~~was~~conventional ~~used~~activity toin ~~determine~~ the ~~genes’~~field, ~~typical~~or ~~nucleotide~~adding ~~sequence,~~unconventional ~~which,~~steps inthat ~~turn,~~confine ~~enabled~~ the ~~development~~claim ofto ~~medical~~a ~~tests~~particular useful ~~for~~application ~~detecting~~can ~~mutations~~prove into ~~these~~be ~~genes~~meaningful. inBecause aour ~~particular~~tests ~~patient~~use tonew ~~assess~~methods ~~the~~as ~~patient’s~~well ~~cancer~~as ~~risk.~~newly ~~But~~discovered ~~the~~materials, ~~mere~~we ~~discovery~~believe ofpatent anprotection ~~important~~is ~~and~~still ~~useful~~possible, ~~gene~~but ~~did~~there ~~not~~is ~~render~~no ~~the~~guarantee ~~genes~~that ~~patentable~~pending aspatent aapplications ~~new~~will ~~composition~~be ofgranted ~~matter~~or that our existing patents would hold up if challenged.

~~Also,~~The inUSPTO ~~Ariosa~~has ~~Diagnostics,~~also ~~Inc.~~issued v.multiple ~~Sequenom,~~Subject ~~Inc.~~Matter Eligibility Updates, ~~the~~including ~~Federal~~new ~~Circuit~~examples ~~ruled~~in ~~that~~the alife ~~method~~sciences, ~~for~~to ~~detecting~~provide afurther ~~paternally~~guidance ~~inherited~~in ~~nucleic~~determining ~~acid~~subject ofmatter ~~fetal~~eligibility. ~~origin~~In ~~performed~~one onexample arelated ~~maternal~~to ~~serum~~diagnosing and/or ~~plasma~~treating ~~sample~~julitis ~~from~~in a ~~pregnant~~patient, ~~female~~claims ~~was~~that ~~not~~recited ~~patent~~specific ~~eligible~~and ~~subject~~unconventional ~~matter~~reagents ~~under~~and/or ~~the~~treatments ~~framework~~were ~~set~~determined ~~forth~~to inbe ~~Mayo~~patent ~~Collaborative Services v~~eligible. ~~Prometheus Laboratories~~Similarly, ~~Inc.~~in ~~The~~another ~~court~~example ~~examined~~related ~~the elements of the claim~~ to ~~determine~~screening ~~whether~~for ~~the~~gene ~~claim~~alterations, ~~contained~~claims anwere ~~inventive~~considered ~~concept sufficient to transform the claimed naturally occurring phenomenon into a~~ patent eligible ~~application~~because ~~and~~they ~~found~~recited ~~that~~specific ~~the~~and ~~method~~unconventional ~~steps~~ways ~~did~~of ~~not~~gathering ~~support~~data. ~~patentability~~These ~~because~~examples ~~they~~provide ~~used~~favorable ~~conventional~~exemplary ~~amplification~~subject ~~and~~matter ~~detection~~eligibility ~~techniques.~~analysis ~~Although~~of ~~the~~hypothetical claims ~~can~~covering bediagnostic ~~distinguished~~tests ~~from~~and ~~the~~ claims atdrawn ~~issue~~from incase ~~Mayo Collaborative Services v~~law. ~~Prometheus~~This ~~Laboratories,~~update ~~Inc.,~~from the ~~court~~USPTO ~~was~~does ~~bound~~not bychange ~~the~~our ~~language~~opinion ofon ~~the~~our ~~Supreme~~ability ~~Court decision~~ to ~~hold~~obtain ~~Sequenom’s~~meaningful ~~claims~~patent ~~unpatentable~~protection.

In Illumina, Inc. v. Ariosa Diagnostics, Inc., the Federal Circuit reversed and remanded the lower court and found that claims directed to methods of preparing plasma to isolate extracellular fetal DNA, based on the inventors’ discovery that fetal DNA strands in maternal plasma are relatively short compared to maternal DNA, were directed to patent-eligible subject matter. The majority reasoned that the claimed methods include process steps that lead to a DNA fraction that is different from the naturally-occurring fraction present in the mother’s blood due to enrichment of cell-free fetal DNA. Thus, the process achieves more than simply observing that fetal DNA is shorter than maternal DNA or detecting the presence of that phenomenon. The majority noted that the inclusion of specific techniques for carrying out the steps of the method, illustrated the concrete nature of the claimed process steps. These concrete process steps were used, not merely to observe the presence of the phenomenon that fetal DNA is shorter than maternal DNA, but to exploit that discovery in a method for preparation of a mixture enriched in fetal DNA and thus supported a finding of patent eligible subject matter.

While the cases discussed above are instructive, the United States Patent and Trademark Office (the “USPTO”) has also issued guidelines in light of the Supreme Court decisions indicating that process claims having a natural principle as a limiting step will be evaluated to determine if the claim includes additional steps that practically apply the natural principle such that the claim amounts to significantly more than the natural principle itself. Because the diagnostic tests that we are developing combine an innovative methodology with newly discovered compositions of matter, we are hopeful that this Supreme Court decision will not preclude the availability of patent protection for our diagnostic tests. However, there is no guarantee that such pending patent applications will issue nor that our existing patents would survive a challenge in light of the above-referenced case law.

The USPTO has also issued multiple Subject Matter Eligibility Updates to provide further guidance in determining subject matter eligibility. The Subject Matter Eligibility Updates include new Subject Matter Eligibility Examples for the Life Sciences. These examples provide favorable exemplary subject matter eligibility analysis of hypothetical claims covering diagnostic tests and claims drawn from case law. This update from the USPTO does not change our opinion on our ability to obtain meaningful patent protection.

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There is a risk that any patent applications that we file and any patents that we hold or later obtain could be challenged by third parties and declared invalid or infringing of third-party claims. A patent interference proceeding may be instituted with the USPTO when more than one person files a patent application covering the same technology, or if someone wishes to challenge the validity of an issued patent filed before March 16, 2013. At the completion of the interference proceeding, the USPTO will determine which competing applicant is entitled to the patent, or whether an issued patent is valid. Patent interference proceedings are complex, highly contested legal proceedings, and the USPTO’s decision is subject to appeal. This means that if an interference proceeding arises with respect to any of our patent applications, we may experience significant expenses and delay in obtaining a patent, and, if the outcome of the proceeding is unfavorable to us, the patent could be issued to a competitor rather than to us. In addition to interference proceedings, the USPTO can review issued patents at the request of a third party seeking to have the patent invalidated. Currently an inter partes review proceeding will allow third parties to challenge the validity, based on issues of novelty and non-obviousness, in view of patents and printed publications, of an issued patent where there is a reasonable likelihood of invalidity. This means that patents owned or licensed by us may be lost if the outcome of the review is unfavorable to us.

Post Grant Review under the America Invents Act makes available opposition-like proceedings in the United States. As with the USPTO interference proceedings, Post Grant Review proceedings will be very expensive to contest and can result in invalidation of a recently issued patent. To invoke a post-grant review, a challenge must be filed within nine months of a patent’s issuance or reissuance. Post-grant review can be sought based on any grounds that can be used to challenge the validity of a patent claim, with the exception of failure to disclose the best mode. Also, a derivation proceeding may be instituted by the USPTO orbased on a petition filed by an ~~inventor~~applicant alleging that aan earlier patent or application was derived from the work of ~~another~~the ~~inventor~~applicant.

Oppositions to the issuance of patents may be filed under European patent law and the patent laws of certain other countries. As with the USPTO interference proceedings, these foreign proceedings can be very expensive to contest and can result in significant delays in obtaining a patent or can result in a denial of a patent application.

The enforcement of patent rights often requires litigation against third party infringers, and such litigation can be costly to pursue. Even if we succeed in having new patents issued or in defending any challenge to issued patents, there is no assurance that our patents will be comprehensive enough to provide us with meaningful patent protection against our competitors. Further, should we sue a third-party infringer for patent infringement, the infringer may assert counter claims and attempt to invalidate some or all of the asserted patent claims. There is always some risk that such a counter claim could result in invalidation of one or more claims of an asserted patent.

Government Regulation

CLIA—Clinical Laboratory Improvement Amendments of 1988 and State Regulation

We expect that GraftAssureCore, GraftAssureIQ, GraftAssureDx, DetermaIO and DetermaCNI will continue to be regulated under the CLIA as LDTs. In 1988, Congress enacted CLIA, which established quality standards for all laboratories that provide testing services to ensure the accuracy, reliability and timeliness of patient test results regardless of where the test is performed.

Under CLIA, a laboratory is defined as any facility that performs laboratory testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease, or the impairment of, or assessment of health of human beings. Since our laboratory in ~~Nashville~~Franklin, Tennessee meets this definition, CLIA requires that we hold a certificate applicable to the complexity of the categories of testing we perform and that we comply with certain standards. Laboratories performing high complexity testing are required to meet more stringent requirements than laboratories performing less complex tests. CLIA regulations require clinical laboratories like ours to comply with various operational, personnel, facilities administration, quality, and proficiency testing requirements intended to ensure that testing services are accurate, reliable and timely. CLIA certification is a prerequisite for reimbursement eligibility for services provided to state and federal health care program beneficiaries. CLIA is user-fee funded. Therefore, all costs of administering the program must be covered by the regulated facilities, including certification and survey costs. CMS enforces CLIA compliance. CMS granted the CAP Laboratory Accreditation Program deeming authority, which allows CAP inspection in lieu of a CMS inspection. Our laboratory in ~~Nashville~~Franklin, Tennessee is CLIA-certified and CAP-accredited.

FDA Regulation of Diagnostic Tests

We ~~currently~~ believe we have designed, developed, and are validating our tests as LDTs. ~~Historically,~~and within the ~~FDA~~scope ~~had~~of ~~exercised~~the FDA’s enforcement ~~restraint~~discretion ~~with~~policy, ~~respect to most LDTs~~ and ~~had~~therefore not required ~~laboratories that offer LDTs~~ to comply with FDA requirements for medical devices, such as registration, device listing, quality systems regulations, premarket clearance or premarket approval, and post-market controls.

~~However,~~Table ~~in May 2024, the FDA finalized a rule, ending its enforcement discretion policy for LDTs. The new rule amends the definition~~ of “in vitro diagnostic products” in FDA regulations to state that IVDs are devices under the FD&C Act “including when the manufacturer of these products is a laboratory.” The FDA determined that the general enforcement discretion approach should be phased out in a manner that accounts for the level of public health concern and the importance of avoiding undue disruption to the testing market, including undue disruption to the provision of care. Therefore, the FDA’s final rule gradually phases out enforcement discretion over a period of four years. The FDA anticipates that this phaseout policy should ultimately enable IVDs offered as LDTs that are supported by sound science to remain on the market. The FDA also recognizes that some IVDs may need to come off the market, because, for example, the IVD cannot meet applicable requirements under the FD&C Act and its implementing regulations, or the laboratory chooses not to invest resources to meet those requirements. Notably, the phaseout policy does not change the FDA’s longstanding expectation that IVDs designed, manufactured, or used outside of a single CLIA-certified laboratory are medical devices and, thus, subject to medical device regulations.Contents

~~The~~However, there have been initiatives to end FDA’s ~~has~~policy ~~structured~~of enforcement discretion and subject IVDs to regulation as medical devices. Such initiatives have been unsuccessful, but we cannot predict whether there will be additional initiatives in the ~~phaseout~~future ~~policy~~and whether they will be successful in increasing the regulatory requirements for IVDs. For example, in May 2024, the FDA finalized a rule, amending its definition of “in vitro diagnostic products” in FDA regulations to ~~contain~~state ~~five~~that ~~key~~IVDs ~~stages:~~are devices under the Federal Food, Drug, and Cosmetic Act “including when the manufacturer of these products is a laboratory” and announced that the general enforcement discretion approach should be phased out. Before the rule took effect, a federal district court vacated the rule, reinstating the FDA’s policy of enforcement discretion.

~~Stage~~In 1:addition, ~~End~~Congress has previously considered, and may consider in the ~~general~~future, ~~enforcement~~legislative ~~discretion~~proposals ~~approach~~that ~~with~~would ~~respect~~amend tothe ~~MDR~~regulatory ~~requirements~~framework ~~and~~for ~~correction~~LDTs, ~~and~~including, ~~removal~~among ~~reporting~~other requirements, FDA premarket review of certain LDTs. ~~Compliance~~We iscannot ~~required~~predict bythe ~~May~~outcome 6,of ~~2025~~any future legislation relating to the FDA’s regulation of LDTs.

Stage 2: End the general enforcement discretion approach with respect to requirements other than MDR, correction and removal reporting, quality system (“QS”), and premarket review requirements. Compliance is required by May 6, 2026.

Stage 3: End the general enforcement discretion approach with respect to QS requirements three years after FDA publishes a final phaseout policy. Compliance is required by May 6, 2027.

Stage 4: End the general enforcement discretion approach with respect to premarket review requirements for high-risk IVDs. Compliance is required by November 6, 2027.

Stage 5: End the general enforcement discretion approach with respect to premarket review requirements for moderate risk and low risk IVDs (that require premarket submissions). Compliance is required by May 6, 2028.

As a result of this rule, our tests are currently subject to additional regulatory requirements under the final rule. Complying with the FDA’s requirements can be expensive, time-consuming, and subject us to significant or unanticipated delays. Failure to comply with applicable FDA regulatory requirements may trigger a range of enforcement actions by the FDA including warning letters, civil monetary penalties, injunctions, criminal prosecution, recall or seizure, operating restrictions, partial suspension or total shutdown of operations, and denial of or challenges to applications for clearance or approval, as well as significant adverse publicity.

Further, if any of our current or future LDTs are required to obtain premarket clearance or approval to perform or continue performing an LDT, we cannot assure that we will be able to obtain such authorization. Even if we obtain regulatory clearance or approval where required, such authorization may not be for the intended uses that we believe are commercially attractive or are critical to the commercial success of our tests. As a result, the application of the FDA’s requirements to our tests could materially and adversely affect our business, financial condition, and results of operations.

While the final rule is currently in effect, the American Clinical Laboratory Association and the Association for Molecular Pathology filed suit against HHS and the FDA seeking to strike down the FDA’s new rule regulating LDTs. The case is currently pending before the Eastern District of Texas.

In addition, Congress has previously considered, and may consider in the future, legislative proposals that would amend the regulatory framework for LDTs, including, among other requirements, FDA premarket review of certain LDTs. We cannot predict the outcome of the lawsuit or any future legislation relating to the FDA’s regulation of LDTs, and we will comply with all regulatory requirements for our current and future LDTs, as long as the final rule remains effective.

International Regulations

The EU has adopted the EU in vitro Diagnostics Regulation (the “EU IVDR”), which imposes stricter requirements for the marketing and sale of in vitro diagnostics products (as compared to the predecessor in vitro Diagnostics Directive), including in the areas of clinical evaluation requirements, quality systems, economic operators and post-market surveillance. Manufacturers of currently marketed in vitro diagnostics products had until May 2022 to meet the requirements of the EU IVDR, though the EU Council and Parliament signed an amendment that delays certain previously mandated deadlines to allow more time for Notified Body of EU countries to manage the entire portfolio of IVD products on the European market.

In addition, Russia has enacted more stringent medical product registration and labeling regulations, China has enacted stricter labeling requirements, and we expect other countries, such as Brazil and India, to impose more regulations that impact our product registrations. The United Kingdom’s (“UK”) withdrawal from the EU is resulting in additional regulatory requirements associated with goods manufactured and sold in the UK and additional complexities and delays with respect to goods, raw materials and personnel moving between the UK and the EU. In addition, new government administrations may interpret existing regulations or practices differently. Due to these evolving and diverse requirements, we face uncertain product approval timelines, additional time and effort to comply, as well as the potential for reduced sales and/or fines for noncompliance.

State Laboratory Licensing

In addition to federal certification requirements of laboratories under CLIA, we are required to maintain licensure under Tennessee law for our laboratory in ~~Nashville~~Franklin, Tennessee. State laws generally include standards for the day-to-day operation of a clinical reference laboratory, including the training and skills required of personnel and quality control. In addition, those laws often mandate proficiency testing, which involves testing of specimens that have been specifically prepared for the laboratory.

Some states require licensure of out-of-state laboratories that accept specimens from those states (i.e.g., Pennsylvania, Rhode Island, Maryland and California). Our laboratories will need to pass various state inspections in order to get licensed to provide LDTs in each of state that requires licensure. CLIA provides that a state may adopt laboratory regulations that are more stringent than those under federal law, and two states, New York and Washington, have met that standard and therefore substitute for the federal CLIA program. In addition, some, but not all, states require a separate state license or permit, which must be obtained in addition to a CLIA certificate, and some states require a laboratory doing business in that state to be licensed even if the laboratory is located in another state.

Our laboratory in ~~Nashville~~Franklin, Tennessee is licensed by the appropriate state agencies in the states in which we do business, if such licensure is required. We may become aware from time to time of certain states that require out-of-state laboratories to obtain licensure to accept specimens from patients within the state. If we identify any other state with such requirements, or if we are contacted by any other state advising us of such requirements, we intend to follow all instructions from the state regulators regarding compliance with such requirements. If our laboratory is out of compliance with state laws or regulations governing licensed laboratories, a state may impose penalties, which ~~penalties~~ vary from state to state but may include suspension, limitation, revocation or annulment of the license, assessment of financial penalties or fines, or imprisonment. We believe that we are in material compliance with all applicable licensing laws and regulations applicable to us.

We may become aware from time to time of certain states that require out-of-state laboratories to obtain licensure to accept specimens from patients within the state. If we identify any other state with such requirements, or if we are contacted by any other state advising us of such requirements, we intend to follow all instructions from the state regulators regarding compliance with such requirements.

International Laboratory Licensing

We also maintain laboratory operations in Germany and could expand our laboratory operations to other foreign jurisdictions. Therefore, we are subject to laboratory quality regulations and accreditation standards in Germany, and will be subject to such regulations and standards in any other jurisdictions where we may operate or accept samples from. These requirements may vary by jurisdiction and differ from those in the United States, and may require us to implement additional compliance measures. We believe that we are in material compliance with all applicable licensing laws and regulations applicable to us.

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Regulation of Research Use Only Products

Some of our product development projects are intended to be sold for research purposes in the U.S., and labeled “For Research Use Only” or “for molecular biology applications.” RUO refers to devices that are in the laboratory phase of development, while investigational use only, or IUO, refers to devices that are in the product testing phase of development. These types of devices are exempt from most regulatory controls pursuant to long-standing FDA guidance on RUO/IUO products. These products are exempt from FDA’s premarket review and other requirements as long as they are not promoted for clinical diagnostic use, and ~~Oncocyte~~iMDx does not provide technical assistance to clinical laboratories with respect to these tests. If FDA were to disagree with our designation of any of these products, we could be forced to obtain the appropriate regulatory clearances or approval prior to commercialization and could face enforcement action.

Regulation of In Vitro Diagnostics

InUnless ~~the~~subject ~~future~~to an exemption, wesuch ~~may~~as ~~elect~~being tolabeled ~~develop~~for ~~IVDs~~research use only, ~~which~~IVDs are regulated by the FDA as medical devices. ~~Medical~~and ~~devices marketed in the United States are~~ subject to the regulatory controls under CLIA, and the ~~FD&C~~Federal ~~Act~~Food, Drug, and ~~regulations~~Cosmetic ~~adopted~~Act byand the FDA.’s ~~Some~~implementing ~~requirements~~regulations, ~~known~~including asboth premarket ~~requirements, apply to medical devices before they are marketed,~~ and ~~other requirements, known as~~ post- market ~~requirements,~~regulatory ~~apply to medical devices after they are marketed~~controls.

13The particular premarket requirements that must be met to market a medical device in the United States will depend on the classification of the device under FDA regulations based on the degree of risk it presents. Class I devices (lowest risk) are generally subject to “general controls”; Class II devices (moderate risk) are subject to general and “special controls”; and Class III devices (highest risk) typically require Premarket Approval (“PMA”).

~~The~~Most ~~particular~~Class ~~premarket~~I ~~requirements~~and ~~that~~some ~~must~~Class beII ~~met to market a medical device in the United States will depend on the classification of the device under FDA regulations. Medical~~ devices are ~~categorized~~exempt ~~into~~from ~~one~~premarket ofsubmission ~~three classes~~requirements, ~~based~~while onmost ~~the~~Class ~~degree~~II ofdevices ~~risk~~and ~~they~~some ~~present. Devices that pose the lowest risk are designated as~~ Class I ~~devices;~~require ~~devices~~a ~~that~~510(k) ~~pose~~premarket ~~moderate~~notification. ~~risk~~while ~~are~~a ~~designated~~more asextensive ~~Class~~PMA IIis ~~devices~~required ~~and are subject~~ to ~~general~~market ~~controls~~Class ~~and~~III ~~special~~devices. ~~controls;~~Class ~~and~~III ~~the~~ devices ~~that~~typically ~~pose~~require ~~the~~a ~~highest~~PMA ~~risk~~prior ~~are~~to ~~designated~~commercialization, aswhich ~~Class~~is ~~III~~a ~~devices~~more ~~and~~extensive ~~are subject to general controls~~ and ~~premarket~~resource ~~approval~~intensive process.

AIf ~~premarket~~we ~~submission~~elect to ~~the~~develop ~~FDA~~additional ~~will~~IVDs beor ~~required~~LDTs, ~~for~~commercialization ~~some~~of ~~Class~~our Ifuture ~~devices~~screenings diagnostics may require a 510(k) submission, ~~most~~authorization ~~Class~~via IIthe ~~devices;~~de ~~and~~novo ~~all~~pathway, ~~Class~~or ~~III~~approval ~~devices.~~of ~~Most~~a ~~Class~~PMA, Idepending on classification and ~~some~~technology. ~~Class~~In IIa ~~devices~~510(k) ~~are~~submission, ~~exempt~~the ~~from~~device ~~premarket~~sponsor ~~submission~~must ~~requirements.~~demonstrate ~~Some~~that ~~Class~~the Inew ~~and~~device ~~most~~is ~~Class~~“substantially IIequivalent” ~~devices~~to another device that is legally marketed in the United States, known as a predicate device. A device may be ~~marketed~~established ~~after~~as substantially equivalent if, in comparison to a ~~510~~predicate it (ka) ~~premarket~~has ~~notification~~the same intended use as the predicate and has the same technological characteristics, ~~while~~and asafety ~~more~~and ~~extensive~~efficacy ~~Premarket~~testing; ~~Approval~~or (~~“PMA”~~b) ishas ~~required~~the same intended use as the predicate, has different technological characteristics, and the information submitted to ~~market~~the ~~Class~~FDA ~~III~~does not raise new questions of safety and effectiveness. A claim of substantial equivalence does not mean the new and predicate devices must be identical. Substantial equivalence is established with respect to intended use, design, energy used or delivered, materials, chemical composition, manufacturing process, performance, safety, effectiveness, labeling, biocompatibility, standards, and other characteristics.

IfA wedevice ~~elect~~may tonot ~~develop~~be ~~additional~~marketed ~~IVDs~~in orthe ~~LDTs,~~United ~~our~~States ~~future~~until ~~screenings~~the ~~diagnostics~~submitter ~~may~~receives ~~require~~ a ~~510(k)~~letter ~~submission~~from ~~or a PMA application to~~ the FDA. Indeclaring ~~a 510(k) submission,~~ the device ~~sponsor~~substantially ~~must~~equivalent. ~~demonstrate~~If ~~that~~ the ~~new~~FDA ~~device~~determines isthat ~~“substantially equivalent” to~~ a ~~predicate~~ device inis ~~terms~~not ofsubstantially ~~intended use~~equivalent, ~~technological~~the ~~characteristics,~~applicant ~~and~~may ~~performance~~resubmit ~~testing.~~another A 510(k) ~~requires~~with ~~demonstration~~new ofdata, ~~substantial~~or ~~equivalence~~request toa ~~another~~Class ~~device~~I ~~that~~or isII ~~legally~~designation ~~marketed~~through in the ~~United~~FDA’s ~~States.~~de ~~Substantial~~novo ~~equivalence~~process ~~means~~ that ~~the~~allows a new device iswithout ata ~~least~~valid ~~as safe and effective as the~~ predicate. ~~A device is substantially equivalent if, in comparison~~ to abe ~~predicate~~classified itinto ~~(a)~~Class ~~has~~I ~~the same intended use as the predicate and has the same technological characteristics as the predicate;~~ or ~~(b)~~II ~~has~~if ~~the~~it ~~same~~meets ~~intended~~certain ~~use as the predicate~~criteria, ~~has~~or ~~different~~file ~~technological~~a ~~characteristics,~~reclassification ~~and the information submitted to the FDA does not raise new questions of safety and effectiveness~~petition, ~~and~~or issubmit ~~demonstrated~~a ~~to be at least as safe and effective as the legally marketed predicate device~~PMA.

A claim of substantial equivalence does not mean the new and predicate devices must be identical. Substantial equivalence is established with respect to intended use, design, energy used or delivered, materials, chemical composition, manufacturing process, performance, safety, effectiveness, labeling, biocompatibility, standards, and other characteristics. A device may not be marketed in the United States until the submitter receives a letter declaring the device substantially equivalent. If the FDA determines that a device is not substantially equivalent, the applicant may resubmit another 510(k) with new data, or request a Class I or II designation through the FDA’s de novo process that allows a new device without a valid predicate to be classified into Class I or II if it meets certain criteria, or file a reclassification petition, or submit a PMA.

A new 510(k) submission is required for changes or modifications to an existing approved device, where the modifications could significantly affect the safety or effectiveness of the device or the device is to be marketed for a new or different indication for use.

A PMA for Class III devices is the most stringent type of premarket submission. Before the FDA approves a PMA, the sponsor must provide valid scientific evidence demonstrating reasonable assurance of safety and effectiveness for the device’s intended use.

Health Insurance Portability and Accountability Act and Other Data Privacy and Security Laws

~~Under~~We ~~the~~are ~~Health~~subject ~~Insurance~~to ~~Portability~~an extensive and ~~Accountability~~evolving ~~Act~~framework of ~~1996~~federal, ~~(“HIPAA”)~~state, asand ~~amended~~foreign bylaws and regulations governing the ~~Health~~collection, ~~Information~~use, ~~Technology~~disclosure, ~~for~~transfer, ~~Economic~~retention, and ~~Clinical~~security ~~Health~~of ~~Act~~personal ofand ~~2009~~sensitive ~~(“HITECH”),~~information ~~the~~including Uthose described further below.S. ~~Department~~In the ordinary course of ~~Health~~our operations, we collect and ~~Human~~process ~~Services~~health ~~(“HHS”)~~and ~~has~~other ~~issued~~confidential ~~regulations~~data, which subjects us to ~~protect~~certain ~~the~~federal, state, and foreign data privacy and security oflaws. ~~protected~~These ~~health~~laws ~~information~~and ~~(“PHI”)~~regulations vary by jurisdiction, are frequently updated, and toare ~~address~~interpreted ~~breach~~and ~~notification~~enforced ~~requirements~~differently over time. ~~HIPAA~~We ~~also~~expect ~~regulates~~to ~~standardization~~remain ofsubject ~~data~~to ~~content,~~heightened ~~codes~~regulatory scrutiny, and ~~formats~~any ~~used~~actual inor ~~health~~perceived ~~care~~noncompliance ~~transactions~~with ~~and~~any ~~standardization~~applicable ofdata ~~identifiers~~privacy, ~~for~~security, ~~health~~or ~~plans~~breach-notification ~~and~~requirements ~~providers.~~could ~~Penalties~~result ~~for~~in ~~violations~~significant ofpenalties, ~~HIPAA~~litigation ~~regulations~~exposure, ~~include~~and ~~civil~~adverse ~~and~~effects ~~criminal~~on ~~penalties~~our business.

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Health Insurance Portability and Accountability Act

Under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”), HHS has issued regulations to protect the privacy and security of protected health information (“PHI”) and to address breach notification requirements. HIPAA also regulates standardization of data content, codes and formats used in health care transactions and standardization of identifiers for health plans and providers. Penalties for violations of HIPAA regulations include civil and criminal penalties.

The HIPAA privacy regulations cover the use and disclosure of PHI by covered entities as well as business associates, which are persons or entities that perform certain functions for or on behalf of a covered entity that involve the creation, receipt, maintenance, or transmittal of PHI. Business associates are defined to include a subcontractor to whom a business associate delegates a function, activity, or service, other than in the capacity of the business associate’s workforce. As a general rule, a covered entity or business associate may not use or disclose PHI except as permitted or required under the privacy regulations. The privacy regulations also set forth certain rights that an individual has with respect to his or her PHI, including rights to access or amend certain records, to request restrictions on the use or disclosure of PHI, or to request an accounting of disclosures of his or her PHI.

Covered entities and business associates must also comply with the HIPAA’s security regulations, which establish minimum requirements for safeguarding the confidentiality, integrity, and availability of PHI that is electronically transmitted or electronically stored. In addition, HITECH established, among other things, certain breach notification requirements with which covered entities and business associates must comply. In particular, a covered entity must notify any individual whose unsecured PHI is breached according to the specifications set forth in the breach notification rule. A covered entity must also notify the Secretary of the HHS and, under certain circumstances, the media of a breach of unsecured PHI.

CMS and the Office of Civil Rights issued a final rule in February 2014 to amend both the HIPAA and CLIA regulations. The final rule amended the HIPAA Privacy Rule to remove the CLIA laboratory exceptions, and as a result, HIPAA-covered laboratories are now required to provide individuals, upon request, with access to their completed test reports. Under the 2014 rule, CLIA laboratories and CLIA-exempt laboratories may provide copies of a patient’s completed test reports that, using the laboratory’s authentication process, can be identified as belonging to that patient. These changes to the CLIA regulations and the HIPAA Privacy Rule were intended to provide individuals with a greater ability to access their health information. CLIA laboratories must create and maintain policies, procedures, and other documentation necessary to inform patients of the right to access laboratory test reports and how to exercise that right.

HHS has pursued initiatives to update the HIPAA Privacy and Security Rules, resulting in a series of proposed and finalized changes over recent years. For example, in December 2020, HHS proposed further changes to the HIPAA Privacy Rule aiming to remove regulations that impede communication and data exchange between providers and health plans and expand individuals’ rights to access their own digital health information. The public comment period for the proposed updates to the HIPAA Privacy Rule has closed, but it remains unclear how HHS has addressed those comments or when a final rule will be issued. On April 22, 2024, HHS issued a final rulemaking containing modifications to the HIPAA Privacy Rule to address the use or disclosure of PHI in relation to the provision of reproductive health care, which were later vacated in June 2025, and certain changes to Notices of Privacy Practices related to Substance Use Disorder patient records. In January 2025, HHS proposed to modify the HIPAA Security Rule to address prescriptive requirements for administrative, physical, and technical safeguards in response to increased cybersecurity incidents in the health care industry. The public comment period for the proposed updates to the HIPAA Security Rule has closed, but it remains unclear how HHS has addressed those comments or when a final rule will be issued. While final rules have not yet been issued for certain proposed updates to HIPAA Privacy and Security rules, any proposed changes, if adopted, would potentially require significant operational adjustments and costs to comply.

In addition, under the 21st Century Cures Act, the Office of the National Coordinator for Health Information Technology prohibits “information blocking,” defined as practices likely to interfere with the access, exchange, or use of electronic health information (“EHI”). As a healthcare provider, our laboratory operations must comply with these regulations or face “appropriate disincentives” from HHS, which became effective in 2024 and 2025. Additionally, the HHS Office of Inspector General has the authority to impose civil monetary penalties of up to $1.0 million per violation on health information networks and developers of certified health IT. We continue to monitor our compliance with the evolving EHI exceptions and enforcement frameworks to mitigate potential regulatory and financial exposure.

~~CMS~~Table ~~and the Office~~ of Civil Rights issued a final rule in February 2014 to amend both the HIPAA and CLIA regulations. The final rule amended the HIPAA privacy rule to remove the CLIA laboratory exceptions, and as a result, HIPAA-covered laboratories are now required to provide individuals, upon request, with access to their completed test reports. Under the 2014 rule, CLIA laboratories and CLIA-exempt laboratories may provide copies of a patient’s completed test reports that, using the laboratory’s authentication process, can be identified as belonging to that patient. These changes to the CLIA regulations and the HIPAA Privacy Rule were intended to provide individuals with a greater ability to access their health information. CLIA laboratories must create and maintain policies, procedures, and other documentation necessary to inform patients of the right to access laboratory test reports and how to exercise that right. In December 2020, aiming to remove regulations that impede communication and data exchange between providers and health plans and expand individuals’ rights to access their own digital health information, HHS proposed further changes to the HIPAA privacy rule. The public comment period for these most recently proposed updates to the HIPAA Privacy Rule closed on May 6, 2021, and the final, updated HIPAA Privacy Rule is expected to be published in the Federal Register at some point in 2025. Additionally, on April 22, 2024, HHS issued a final rulemaking containing modifications to the HIPAA Privacy Rule to address the use or disclosure of PHI in relation to the provision of reproductive health care to update the conditions under which PHI relating to reproductive healthcare can be used or disclosed. In January 2025, HHS proposed to modify the HIPAA Security Rule to address prescriptive requirements for administrative, physical, and technical safeguards in response to increased cybersecurity incidents in the health care industry. While a final rule has not yet been issued, if adopted, these proposed changes would potentially require significant operational adjustments and costs to comply.Contents

~~The~~State HIPAA privacy, security, and breach notification regulations establish a uniform federal “floor” and do not supersede state laws that are more stringent or provide individuals with greater rights with respect to the privacy or security of, and access to, their records containing PHI or insofar as such state laws apply to personal information that is broader in scope than PHI as defined under HIPAA. Thus, in addition to the federal privacy regulations, there are a number of state laws regarding the privacy and security of health information and personal data that are applicable to clinical laboratories, and more states are considering these laws. The compliance requirements of these laws, including additional breach reporting requirements, and the penalties for violation vary widely and new privacy and security laws in this area are evolving. For example, California has implemented comprehensive privacy laws and regulations. The California Confidentiality of Medical Information Act imposes restrictive requirements regulating the use and disclosure of health information and other personally identifiable information. In addition to fines and penalties imposed upon violators, some of these state laws also afford private rights of action to individuals who believe their personal information has been misused. California’s patient privacy laws, for example, provide for penalties of up to $250,000 and permit injured parties to sue for damages. In addition to the California Confidentiality of Medical Information Act, effective in January 2020, California enacted the California Consumer Privacy Act of 2018 (“CCPA”). The CCPA established a comprehensive privacy framework for covered businesses in the State of California, by creating an expanded definition of personal information, establishing new data privacy rights for consumers imposing special rules on the collection of consumer data from minors, and ~~creating~~Security a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. While data subject to HIPAA and federal regulations governing the conduct of clinical trials is exempt from CCPA, certain of our business activities may be subject to CCPA. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that result from a business’ failure to implement and maintain reasonable data security procedures.Laws

~~State~~The ~~laws~~HIPAA ~~regarding the~~ privacy, ~~and~~ security ~~of personal information are also evolving. For example~~, inand ~~November~~breach ~~2020,~~notification ~~California~~regulations ~~passed~~establish ~~the California Privacy Rights Act (“CPRA”) through~~ a ~~ballot~~uniform ~~initiative.~~federal ~~The CPRA created a new California Privacy Protection Agency, an~~ “~~independent watchdog~~floor” ~~whose~~for ~~mission~~healthcare isprivacy ~~both~~and tosecurity ~~“vigorously~~and ~~enforce”~~do ~~the~~not ~~CPRA~~supersede ~~and~~state ~~“ensure~~laws that ~~businesses and consumers~~ are ~~well-informed~~more ~~about~~stringent ~~their~~or ~~rights~~provide ~~and~~individuals ~~obligations.”~~with ~~Among~~greater ~~other~~rights ~~things,~~with ~~the~~respect ~~CPRA~~to ~~created a new category of “sensitive personal information” and offers consumers~~ the ~~right~~privacy toor ~~limit~~security ~~processing~~ of ~~such information~~, ~~impose purpose limitation, data minimization, data retention,~~ and ~~security~~access ~~compliance obligations on regulated businesses~~to, ~~and~~their ~~add~~records orcontaining ~~modify~~PHI ~~the rights available to consumers~~or, ~~including~~insofar byas ~~providing~~such astate ~~right~~laws ~~to correct the information a business holds about them. The CPRA’s amendments to the CCPA took effect on January 1~~apply, ~~2023,~~categories ~~and~~of ~~generally apply to~~ personal information ~~collected by businesses on or after January 1, 2022. Similarly, Colorado, Connecticut, Utah and Virginia enacted comprehensive state privacy laws~~ that ~~took~~are ~~effect~~broader in ~~2023.~~scope ~~Additional~~than ~~states~~PHI -as ~~including~~defined ~~Delaware,~~under ~~Indiana,~~HIPAA. ~~Iowa~~Thus, ~~Montana,~~there ~~New~~are ~~Jersey,~~a ~~Oregon,~~number ~~Tennessee,~~of ~~and Texas – have enacted similar comprehensive~~ state ~~privacy~~ laws ~~that~~regarding ~~have~~the ~~either~~privacy ~~taken~~and ~~effect~~security orof ~~will~~health ~~take~~information ~~effect at various points between 2025~~ and ~~2026.~~personal ~~In addition, every U.S. state has a~~ data ~~breach notification law~~ that ~~requires~~are ~~entities~~applicable to ~~report~~clinical ~~certain~~laboratories, ~~security breaches to affected consumers~~ and, inthe ~~some~~compliance ~~instances,~~requirements ~~state regulators~~ and ~~consumer~~associated ~~reporting~~penalties ~~agencies.~~for ~~Failure~~violating tosuch ~~comply~~requirements ~~with~~under ~~applicable~~these state laws ~~that~~vary ~~impose privacy~~widely, ~~security,~~with ormore ~~breach~~states ~~notification~~continuing ~~requirements~~to ~~could~~consider ~~result~~similar ~~in significant civil or criminal penalties, administrative actions, or private causes of action by individuals, and adversely affect our business, results of operations and reputation~~legislation.

15For example, California has implemented comprehensive privacy laws and regulations, including the California Confidentiality of Medical Information Act (“CMIA”), which imposes restrictive requirements regulating the use and disclosure of health. In addition to fines and penalties imposed upon violators, some state laws, including the CMIA, provide private rights of action to individuals who believe their personal information has been misused.

California also enacted the California Consumer Privacy Act of 2018 (“CCPA”). The CCPA established a comprehensive privacy framework for covered businesses in the State of California, by creating an expanded definition of personal information, establishing new data privacy rights for consumers imposing special rules on the collection of consumer data from minors, and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. While data subject to HIPAA and federal regulations governing the conduct of clinical trials is exempt from CCPA, certain of our business activities may be subject to CCPA. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that result from a business’ failure to implement and maintain reasonable data security procedures.

State laws regarding the privacy and security of personal information are also evolving. For example, in November 2020, California passed the California Privacy Rights Act (“CPRA”) through a ballot initiative. The CPRA created a new California Privacy Protection Agency, an “independent watchdog” whose mission is both to “vigorously enforce” the CPRA and “ensure that businesses and consumers are well-informed about their rights and obligations.” Among other things, the CPRA created a new category of “sensitive personal information” and offers consumers the right to limit processing of such information, impose purpose limitation, data minimization, data retention, and security compliance obligations on regulated businesses, and add or modify the rights available to consumers, including by providing a right to correct the information a business holds about them. The CPRA’s amendments to the CCPA took effect on January 1, 2023, and generally apply to personal information collected by businesses on or after January 1, 2022. Similarly, Colorado, Connecticut, Utah and Virginia enacted comprehensive state privacy laws that took effect in 2023. Additional states including Delaware, Indiana, Iowa, Montana, New Jersey, Oregon, Tennessee and Texas have enacted similar comprehensive state privacy laws that have either taken effect or will take effect at various points between 2025 and 2026. In addition, every U.S. state has a data breach notification law that requires entities to report certain security breaches to affected consumers and, in some instances, state regulators and consumer reporting agencies. Failure to comply with applicable state laws that impose privacy, security, or breach notification requirements could result in significant civil or criminal penalties, administrative actions, or private causes of action by individuals, and adversely affect our business, results of operations and reputation.

Foreign Privacy and Security Laws

Similar health care and data privacy laws and regulations exist in Europe and other jurisdictions, including reporting requirements detailing interactions with and payments to healthcare providers and requirements regarding the collection, distribution, use, security, and storage of personally identifiable information and other data relating to individuals, including the General Data Protection Regulation (“GDPR”), which went into effect in May 2018. The GDPR applies to any company established in the European Economic Area (“EEA”), as well as to those outside the EEA, if they collect and use personal data in connection with the offering of goods or services to individuals in the EEA or the monitoring of their behavior. Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance of up to €20.0 million or 4% of the annual global revenues of the noncompliant company, whichever is greater. The GDPR provides that EU and EEA member states may introduce further conditions, including limitations, to the processing of genetic, biometric or health data, which could limit our ability to collect, use and share personal data, or could cause our compliance costs to increase, ultimately having an adverse impact on our business. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EU and the United States remains uncertain. For example, in 2016, the EU and United States agreed to a transfer framework for data transferred from the EU to the United States, called the Privacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the EU.

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Further, from January 2021, companies have to comply with the GDPR and also the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The UK GDPR mirrors the fines under the GDPR, e.g. fines up to the greater of €20.0 million (£17.5 million) or 4% of global turnover. In June 2021, the European Commission implemented an adequacy decision enabling data transfers from EU member states to the UK without additional security measures. However, this adequacy decision includes a so-called “sunset-clause” stipulating that it will expire after four years, and providing that the European Commission will monitor the UK’s legal situation and could intervene at any point if it determines the UK has deviated from the level of protections in place at the time of the decision. The revocation or expiration of the European Commission’s adequacy decision for the UK could require additional measures to ensure adequate protection and GDPR compliance and may lead to additional costs and increases our overall risk exposure.

Physician Referral Prohibitions

Under a federal law directed at “self-referral,” commonly known as the Stark Law, there are prohibitions, with certain exceptions, on Medicare and Medicaid payments for laboratory tests referred by physicians who personally, or through a family member, have a “financial relationship”—including an investment or ownership interest or a compensation arrangement—with the clinical laboratory performing the tests. Several Stark Law exceptions are relevant to arrangements involving clinical laboratories, including: (i) fair market value compensation for the provision of items or services; (ii) payments by physicians to a laboratory for clinical laboratory services; (iii) certain space and equipment rental arrangements that satisfy certain requirements, and (iv) personal services arrangements that satisfy certain requirements. The laboratory cannot submit claims to the Medicare Part B program for services furnished in violation of the Stark Law, and Medicaid reimbursements may be at risk as well. Penalties for violating the Stark Law include the return of funds received for all prohibited referrals, fines, civil monetary penalties and possible exclusion from the federal health care programs. Many states have comparable laws that are not limited to Medicare and Medicaid referrals.

In November 2020, CMS issued a final rule to modernize and clarify the regulations that interpret self-referral law. The final rule was issued in conjunction with the CMS Patients over Paperwork initiative and the HHS Regulatory Sprint to Coordinated Care and establishes exceptions to the physician self-referral law for certain value-based compensation arrangements between or among physicians, providers, and suppliers. It also ~~establishes~~established a new exception for certain arrangements under which a physician receives limited remuneration for items or services actually provided by the physician; ~~establishes~~established a new exception for donations of cybersecurity technology and related services; and ~~amends~~amended the existing exception for electronic health records items and services. While the final rule presents significant opportunities for new arrangements, it also necessitates revisions to current arrangements involving healthcare providers, others involved in the healthcare industry, and patients.

Corporate Practice of Medicine

A number of states, including California, do not allow business corporations to employ physicians to provide professional services. This prohibition against the “corporate practice of medicine” is aimed at preventing corporations such as us from exercising control over the medical judgments or decisions of physicians. The state licensure statutes and regulations and agency and court decisions that enumerate the specific corporate practice rules vary considerably from state to state and are enforced by both the courts and regulatory authorities, each with broad discretion. If regulatory authorities or other parties in any jurisdiction successfully assert that we are engaged in the unauthorized corporate practice of medicine, we could be required to restructure our contractual and other arrangements. In addition, violation of these laws may result in sanctions imposed against us and/or the professional through licensure proceedings, and we could be subject to civil and criminal penalties that could result in exclusion from state and federal health care programs.

Federal and State Fraud and Abuse Laws

A variety of federal and state laws prohibit fraud and abuse. These laws are interpreted broadly and enforced aggressively by various state and federal agencies, including CMS, the Department of Justice, the Office of Inspector General for HHS, and various state agencies. In addition, the Medicare and Medicaid programs increasingly use a variety of contractors to review claims data and to identify improper payments as well as fraud and abuse. These contractors include Recovery Audit Contractors, Medicaid Integrity Contractors and Zone Program Integrity Contractors. In addition, CMS conducts Comprehensive Error Rate Testing audits, the purpose of which is to detect improper Medicare payments. Any overpayments identified must be repaid unless a favorable decision is obtained on appeal. In some cases, these overpayments can be used as the basis for an extrapolation, by which the error rate is applied to a larger universe of claims, and which can result in even higher repayments.

The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, receiving, or providing remuneration, directly or indirectly, to induce or in return for either the referral of an individual, or the furnishing, recommending, or arranging for the purchase, lease or order of any health care item or service reimbursable, in whole or in part, under a federal health care program. The definition of “remuneration” has been broadly interpreted to include anything of value, including gifts, discounts, credit arrangements, payments of cash, ownership interests and providing anything at less than its fair market value. Recognizing that the Anti- Kickback Statute is broad and may technically prohibit many innocuous or beneficial arrangements within the health care industry, the Office of Inspector General for HHS has issued a series of regulatory “safe harbors.” These safe harbor regulations set forth certain requirements that, if met, will assure immunity from prosecution under the federal Anti-Kickback Statute. Although full compliance with these provisions ensures against prosecution under the federal Anti-Kickback Statute, the failure of a transaction or arrangement to fit within a specific safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the federal Anti-Kickback Statute will be pursued.16

~~Federal~~Table civil and criminal false claims laws, including the False Claims Act, prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government or knowingly making, or causing to be made, a false statement to get a false claim paid. Violations of the False Claims Act can result in very significant monetary penalties and treble damages. Over the past few years, several healthcare companies have been prosecuted under these laws for a variety of alleged promotional and marketing activities, including without limitation, allegedly providing free trips, free goods, sham consulting fees and grants and other monetary benefits to prescribers. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act. Most states also have statutes or regulations similar to the federal anti-kickback law and false claims laws, which apply to items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor.Contents

The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, receiving, or providing remuneration, directly or indirectly, to induce or in return for either the referral of an individual, or the furnishing, recommending, or arranging for the purchase, lease or order of any health care item or service reimbursable, in whole or in part, under a federal health care program. The definition of “remuneration” has been broadly interpreted to include anything of value, including gifts, discounts, credit arrangements, payments of cash, ownership interests and providing anything at less than its fair market value. Recognizing that the Anti-Kickback Statute is broad and may technically prohibit many innocuous or beneficial arrangements within the health care industry, the Office of Inspector General for HHS has issued a series of regulatory “safe harbors.” These safe harbor regulations set forth certain requirements that, if met, will assure immunity from prosecution under the federal Anti-Kickback Statute. Although full compliance with these provisions ensures against prosecution under the federal Anti-Kickback Statute, the failure of a transaction or arrangement to fit within a specific safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the federal Anti-Kickback Statute will be pursued.

Federal civil and criminal false claims laws, including the False Claims Act, prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government or knowingly making, or causing to be made, a false statement to get a false claim paid. Violations of the False Claims Act can result in very significant monetary penalties and treble damages. Over the past few years, several healthcare companies have been prosecuted under these laws for a variety of alleged promotional and marketing activities, including without limitation, allegedly providing free trips, free goods, sham consulting fees and grants and other monetary benefits to prescribers. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act. Most states also have statutes or regulations similar to the federal anti-kickback law and false claims laws, which apply to items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payer.

Federal civil monetary penalties laws impose civil fines for, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies.

The Eliminating Kickbacks in Recovery Act (“EKRA”) specifically targets laboratories, clinics, recovery centers, and other clinical treatment centers from accepting or paying kickbacks for referrals. EKRA is broader than the federal Anti-Kickback Statute because it applies to private health insurance plans in addition to the federal health care programs, and it prohibits arrangements that may otherwise be exempt from liability under the Anti-Kickback Statute’s safe harbors, including certain compensation arrangements with laboratory sales and marketing personnel.

HIPAA also created federal crimes, including health care fraud and false statements relating to health care matters. The health care fraud statute prohibits knowingly and willfully executing a scheme to defraud any health care benefit program, including private third-party payers. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from federal health care programs, such as the Medicare and Medicaid programs. The false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, items or services. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from federal health care programs.

Many states have laws similar to the federal laws described above, and state laws may be broader in scope and may apply regardless of payer.

Additionally, the U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits U.S. corporations and their representatives from offering, promising, authorizing or making payments to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business abroad. The scope of the FCPA includes interactions with certain healthcare professionals in many countries. Other countries have enacted similar anti-corruption laws and/or regulations.

Other Regulatory Requirements

Our laboratory is subject to federal, state and local regulations relating to the handling and disposal of regulated medical waste, hazardous waste and biohazardous waste, including chemical, biological agents and compounds, blood samples and other human tissue. Typically, we use outside vendors who are contractually obligated to comply with applicable laws and regulations to dispose of such waste. These vendors will be licensed or otherwise qualified to handle and dispose of such waste.

The Occupational Safety and Health Administration has established extensive requirements relating to workplace safety for health care employers, including requirements to develop and implement programs to protect workers from exposure to blood-borne pathogens by preventing or minimizing any exposure through needle stick or similar penetrating injuries.

In May 2020, the Office of the National Coordinator for Health Information Technology promulgated final regulations under the authority of the 21st Century Cures Act that impose new conditions to obtain and maintain certification of certified health information technology and prohibit certain covered actors, including operators of laboratories which are considered “health care providers” under the final regulation, from engaging in activities that are likely to interfere with the access, exchange, or use of electronic health information (information blocking). The final regulations further defined exceptions for activities that are permissible, even though they may have the effect of interfering with the access, exchange, or use of electronic health information. The information blocking effective date is April 5, 2021. Under the 21st Century Cures Act, and the final rule issued by HHS on July 1, 2024, health care providers that violate the information blocking prohibition will be subject to appropriate disincentives effective July 31, 2024, while disincentives associated with the Medicare Shared Savings Program became effective January 1, 2025. Developers of certified information technology and health information networks and health information exchanges may be subject to civil monetary penalties of up to $1.0 million per violation. The HHS Office of Inspector General has the authority to impose such penalties and, in July 2023, published a final rule to codify its new authority in regulation, which became effective in August and September 2023.17

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Human Capital

As of December 31, ~~2024~~2025, we employed 4958 persons, of which 4655 were on a full-time basis and ~~three~~3 were on a part-time basis.

Item 1A. Risk Factors.

Our business is subject to various risks, including those described below. The risks below are those that we believe are the material risks that we currently face but are not the only risks facing us and our business. You should consider the following risk factors, together with all of the other information included in this Report, which could materially adversely affect our proposed operations, our business prospects, our financial condition, and the value of an investment in our business. If any of the following risks, either alone or taken together, or other risks not presently known to us or that we currently believe to not be significant, develop into actual events, then our business, financial condition, results of operations or prospects could be materially adversely affected. If that happens, the market price of our common stock could decline, and stockholders may lose all or part of their investment.

Risks Related to Our Capital Resources

We have incurred operating losses since inception, and we do not know if we will attain profitability.

Since our inception in September 2009, we have incurred operating losses and negative cash flows and we expect to continue to incur losses and negative cash flows in the future. Our net losses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were $6050.72 million and $2760.87 million, respectively, and we had an accumulated deficit of $~~350~~400.58 million as of December 31, ~~2024~~2025. We finance our operations primarily through sales of our common stock. There is no assurance that we will be able to obtain any additional financing that we may need, or that any such financing that may become available will be on terms that are favorable to us and our shareholders. Ultimately, our ability to generate sufficient operating revenue to earn a profit depends upon our success in developing and marketing or licensing our diagnostic tests and technology.

We plan to continue to incur substantial research and development expenses, and we anticipate that we will be incurring significant sales and marketing costs as we develop and commercialize our diagnostic tests. Our research and development expenses may also increase if we work to develop tests for additional types of cancer or for other cancer-related diagnostic purposes. The period of time for which our current cash and marketable securities will be sufficient to finance our operations will depend on the extent to which we expend funds on commercializing our tests and conducting new research and development programs. We will need to raise additional capital to pay operating expenses unless we are able to generate sufficient revenues from diagnostic test sales, royalties, and license fees to meet our operating expenses.

Our ability to raise additional equity or debt capital will depend not only on the successful completion of development of our diagnostic tests and receiving reimbursement approval from Medicare and other third-party payers for those tests, but also will depend on access to capital and conditions in the capital markets. Obtaining Medicare reimbursement approval for our diagnostic tests could take two to three years, and investors may be reluctant to provide us with additional capital until we obtain Medicare reimbursement approval for those tests or until we can demonstrate that private payers such as health insurance companies or HMOs are willing to pay for the use of our diagnostic tests at prices sufficient for us to earn a reasonable return on our investments in our diagnostic test portfolio. There is no assurance that we will be able to raise capital at times and in amounts needed to finance the development and commercialization of our diagnostic tests and general operations. Even if capital is available, it may not be available on terms that we or our shareholders would consider favorable. If we are unable to obtain adequate financing or financing on terms satisfactory to us when and if we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

Sales or other issuances of additional equity securities by us could result in the dilution of the interests of our stockholders, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

~~Our~~Table ~~ability to raise additional equity or debt capital will depend not only on the successful completion~~ of development of our diagnostic tests and receiving reimbursement approval from Medicare and other third-party payers for those tests, but also will depend on access to capital and conditions in the capital markets. Obtaining Medicare reimbursement approval for our diagnostic tests could take two to three years, and investors may be reluctant to provide us with additional capital until we obtain Medicare reimbursement approval for those tests or until we can demonstrate that private payers such as health insurance companies or HMOs are willing to pay for the use of our diagnostic tests at prices sufficient for us to earn a reasonable return on our investments in our diagnostic test portfolio. There is no assurance that we will be able to raise capital at times and in amounts needed to finance the development and commercialization of our diagnostic tests and general operations. Even if capital is available, it may not be available on terms that we or our shareholders would consider favorable.Contents

~~Sales~~We ormay ~~other~~incur ~~issuances~~significant ofcash ~~additional~~payment ~~equity~~and ~~securities~~common bystock usissuance ~~could~~obligations ~~result~~under inour ~~the~~agreements ~~dilution~~arising offrom ~~the~~our ~~interests~~investments ofin ~~our~~IGI ~~stockholders~~and Chronix.

WeUnder ~~may~~the ~~incur~~merger ~~significant~~agreement pursuant to which we acquired IGI, as described in Note 3 to the consolidated financial statements included elsewhere in this Report, based on current estimates, we agreed to pay contingent consideration of up to $4.5 million in any combination of cash ~~payment~~or ~~and~~shares of our common stock ~~issuance~~if ~~obligations~~certain ~~under~~milestones ~~our~~related ~~agreements~~to ~~arising~~DetermaIO are achieved, which consist of (i) $3.0 million for an affirmative final LCD from ~~our~~CMS ~~investments~~for ina ~~Insight~~specified lung cancer test, and ~~Chronix~~(ii) up to $1.5 million for achieving certain CMS reimbursement milestones.

~~Under~~As ~~the~~additional ~~merger~~consideration ~~agreement~~for ~~pursuant~~the toacquisition ~~which~~of ~~we acquired Insight~~Chronix, aswe ~~described~~agreed into ~~Note~~pay 3 to ~~the~~holders ~~consolidated~~of ~~financial~~other ~~statements~~classes ~~included~~and ~~elsewhere~~series inof ~~this~~Chronix’s ~~Report,~~stock ~~based~~earnout ~~on current estimates, we have agreed to pay contingent~~ consideration of up(i) to10% ~~$4.5~~of ~~million~~net incollections ~~any~~for ~~combination~~sales of ~~cash~~specified ortests ~~shares~~and ofproducts, ~~our~~until ~~common~~the ~~stock~~expiration ifof ~~certain~~intellectual ~~milestones~~property related to ~~DetermaIO~~such ~~are~~tests ~~achieved~~and products, ~~which~~and ~~consist~~(ii) 5% of ~~(i)~~the ~~$3.0~~gross ~~million~~proceeds ~~for~~received anfrom ~~affirmative~~any ~~final~~sale ~~LCD~~of ~~from~~all ~~CMS~~or ~~for~~substantially aall ~~specified~~of ~~lung~~the ~~cancer~~rights, ~~test~~titles, and ~~(ii)~~interests upin and to ~~$1.5~~Chronix’s ~~million~~patents for ~~achieving~~use ~~certain~~in ~~CMS~~transplantation ~~reimbursement~~medicine ~~milestones~~to such third party.

AsTo ~~additional~~meet ~~consideration~~these ~~for~~various ~~the~~cash ~~acquisition~~payment ~~of Chronix~~obligations, we ~~have~~may ~~agreed~~need to ~~pay~~sell toadditional ~~holders~~shares of ~~other~~our ~~classes~~common ~~and~~stock ~~series~~or ofother ~~Chronix’s~~securities, ~~stock~~or ~~earnout~~we ~~consideration~~may ofhave ~~(i)~~to ~~10%~~divert ofcash ~~net~~on ~~collections~~hand ~~for~~that ~~sales~~we ofwould ~~specified~~otherwise ~~tests~~use ~~and~~for ~~products,~~other ~~until~~business ~~the~~and ~~expiration~~operational ofpurposes ~~intellectual~~which ~~property~~could ~~related~~cause us to ~~such~~delay ~~tests~~or ~~and~~reduce ~~products,~~activities ~~and~~in ~~(ii)~~the 5%development ofand ~~the~~commercialization ~~gross~~of ~~proceeds~~our ~~received~~cancer ~~from~~tests. ~~any~~Any ~~sale~~shares of ~~all~~common stock or ~~substantially~~other ~~all~~securities ofwe ~~the~~sell ~~rights,~~to ~~titles,~~raise ~~and~~cash ~~interests~~to inmeet ~~and~~our tocash ~~Chronix’s~~payment ~~patents~~obligations ~~for~~will ~~use~~dilute inthe ~~transplantation~~interests ~~medicine~~of toour ~~such~~common ~~third party~~stockholders.

To meet these various cash payment obligations, we may need to sell additional shares of our common stock or other securities to raise the cash needed, or we may have to divert cash on hand that we would otherwise use for other business and operational purposes which could cause us to delay or reduce activities in the development and commercialization of our cancer tests. Any shares of common stock or other securities we sell to raise cash to meet our cash payment obligations will dilute the interests of our common stockholders.

Risks Related to Our Business Operations

Our revenues in the near term will depend on our ability to commercialize a small number of diagnostic tests.

Our near-term commercial efforts will focus on maximizing the opportunities for GraftAssureCore, GraftAssureIQ, GraftAssureDx, DetermaIO and DetermaCNI. Our reliance on a small group of diagnostic tests as sources of revenue could limit our future revenue, make it more difficult for us to finance our operations, and impair our prospects for profitability and growth. DetermaIO and GraftAssureCore are currently available only in early access for non-clinical use. We plan to continue development of all five of such products for clinical and research use. However, there is no assurance that our development plans for GraftAssureCore, GraftAssureIQ, GraftAssureDx, DetermaIO or DetermaCNI will be successful or that we will generate sufficient revenues from commercialization of our diagnostic tests to finance our operations and earn a profit.

The research and development work we are doing is costly, time consuming, and uncertain as to its results.

We incurred research and development expenses amounting to approximately $915.89 million and $9.38 million during the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The current focus of our research and development efforts is the development of GraftAssureCore, GraftAssureIQ, and GraftAssureDx, ~~DetermaIO~~ and ~~DetermaCNI~~in 2025, we started a clinical trial in conjunction with our IVD submission for GraftAssureDx. If we are successful in developing a new technology or diagnostic tests for additional types of cancer, refinement of the new technology or diagnostic tests and definition of the practical applications and limitations of the technology or diagnostic tests may take years and require the expenditure of large sums of money. There is no assurance that we will be successful in completing the development of our current diagnostic tests or in developing additional diagnostic tests regardless of the amount of our expenditures.

Increased competition from, and technological advances by, our competitors could negatively affect our operating results.

We face intense competition, and we expect that future competition will become even more intense as new products, services and technologies become available, the use of AI and machine learning expands, and new competitors enter our industry. Our competitors in the diagnostics technology industry in the United States and abroad include companies that develop, manufacture, and sell diagnostic tests; commercial reference laboratories; certain large and well-funded pharmaceutical companies; and corporate hospital chains that operate reference laboratories that serve both their hospitals and unaffiliated hospitals. Consolidation among our competitors and our customers may intensify the competition we face. While we believe that our offerings are competitively differentiated due to our innovative products and services that offer an integrated, comprehensive diagnostic solution, there can be no assurance that increased consolidation among our competitors or customers would not have a negative impact on our ability to compete successfully.

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Competition could negatively affect our sales and profitability in a number of ways. New competitors may emerge through the development of innovative new technology (such as the use of AI and machine learning), the acquisition of rights to use existing technologies or the use of existing technologies when patents protecting such existing technologies expire. New or existing competitors may introduce new, innovative, and competitive products and services more quickly, successfully and effectively, and these products and services could be superior, or be perceived by our customers to be superior, to our products and services or lead to the obsolescence of one or more of our products or services. Business combinations and mergers among our competitors may result in competitors that are better positioned to create, market, and sell more compelling product and service offerings. While an important aspect of our strategy is to continue, on a cost-effective and timely basis, to enhance our existing products and services and to develop and introduce new and innovative products and services, there can be no assurance that we will be able to successfully develop or introduce such products and services or that those products or services will be superior to our competitors’ products or services or otherwise achieve customer acceptance. In addition, our ability to attract and retain customers depends on the effectiveness of our customer marketing and incentive programs, and multiple competitors could bundle product and service offerings through co-marketing or other arrangements, which could enhance their ability to compete with our broad product and service offerings. Certain of our competitors and potential competitors, including large diagnostic and pharmaceutical companies, also have substantially greater financial and managerial resources than us, as well as greater experience in manufacturing, marketing, research and development, and obtaining regulatory approvals than we do.

Sales of our diagnostic tests could be adversely impacted by the reluctance of physicians to adopt the use of our tests and by the availability of competing diagnostic tests.

Physicians and hospitals may be reluctant to try a new diagnostic test due to the high degree of risk associated with the application of new technologies and diagnostic tests in the field of human medicine, especially if the new tests differ from the current standard of care. ~~for~~Competing ~~detecting~~tests ~~cancer~~for inorgan ~~patients.~~transplant ~~Competing~~rejection ~~tests~~monitoring ~~for~~and the initial diagnosis, reoccurrence diagnosis and optimal treatment of cancer are being manufactured and marketed by established companies and by other smaller biotechnology companies. In order to compete with other diagnostic tests, particularly any that sell at lower prices, our tests will have to provide medically significant advantages or be more cost effective. Even if we are able to overcome physician reluctance and compete with products that are currently on the market, our competitors may succeed in developing new safer, more accurate or more cost-effective diagnostic tests that could render our diagnostic tests and technologies obsolete or noncompetitive.

Our business exposes us to potential product liability risks that are inherent in the development, testing, manufacturing and marketing of diagnostic test kits and assays. Product liability claims could delay or prevent completion of our clinical development programs. In addition, if any of our collaboration partners face product liability claims, our programs could also be affected, and our business could be harmed. If we succeed in marketing products, such claims could result in an FDA investigation of the safety and effectiveness of our products, our manufacturing processes and facilities or our marketing programs, and potentially a recall of our products or more serious enforcement action, limitations on the approved indications for which they may be used, or suspension or withdrawal of approvals. Regardless of the merits or eventual outcome, liability claims may also result in decreased demand for our products, injury to our reputation, costs to defend the related litigation, a diversion of management’s time and our resources, substantial monetary awards to trial participants or patients and a decline in our share price. Any insurance we obtain may not provide sufficient coverage against potential liabilities. Furthermore, clinical trial and product liability insurance is becoming increasingly expensive. As a result, we may be unable to obtain or maintain sufficient insurance at a reasonable cost to protect us against losses caused by product liability claims that could adversely affect our business.

We may not be able to maintain such insurance on acceptable terms or be able to secure increased coverage as commercialization of our products progresses, nor can we be sure that existing or future claims against us will be covered by our product liability insurance. Any insurance we obtain may not provide sufficient coverage against potential liabilities. Product liability insurance for the healthcare industry and for clinical trials may, and have become, become increasingly expensive, to the extent it is available at all. Furthermore, clinical trial and product liability insurance is becoming increasingly expensive. As a result, we may be unable to obtain or maintain sufficient insurance at a reasonable cost or contractual indemnifications to protect us against losses caused by product liability claims that could adversely affect our business.

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We have limited capital, marketing, sales, and regulatory compliance resources for the commercialization of our diagnostic tests.

We are building our own marketing and sales capability for our diagnostic tests, and are devoting significant financial and management resources to recruiting, training, and managing our sales force and building a health care regulatory compliance program. However, due to our limited capital resources, we may need to enter into marketing arrangements with other diagnostic companies for one or more of our tests in domestic or foreign markets. Under such marketing arrangements we may license marketing rights to one or more of our diagnostic tests to other diagnostic companies or to one or more joint venture companies that may be formed to market our tests, and we might receive only a royalty on sales or an equity interest in a joint venture company. As a result, our revenues from the sale of our tests through such arrangements may be substantially less than the amount of revenues and gross profits that we might receive if we were to market our tests ourselves.

We may face technology transfer challenges and expenses in adding new tests to our portfolio and in expanding our reach into new geographical areas on new instrument platforms.

Our plan for expanding our business includes developing and acquiring additional tests that can be transferred into our current lab footprint in the United States and/or onto molecular testing instrument platforms for distribution in non-U.S. markets. Due to differences in the hardware and software platforms available at different laboratories for running molecular tests, we may need to make adjustments to the configuration of the reagents that make up our LDTs in our U.S. laboratory or as we convert them to kits, and there may be changes to the related software in order for the tests to be performed on particular hardware platforms. Making any such adjustments could take a considerable amount of time and expense, and there will be no assurance that we will succeed in running our tests on the hardware and software that we may encounter in different laboratories. To manage this issue and to attain uniformity among our laboratory locations, we may license or acquire our own instrument system and software from another company that has a platform that will be compatible with our tests. In addition to acquisition costs, operationally we will have to build out infrastructure for installing a new testing platform across multiple laboratory locations as well as support functions to help maintain these instrument systems in new customer labs, and we may also encounter unexpected technology issues in the process.

We currently have a clinical laboratory facility in ~~Nashville~~Franklin, Tennessee. We also ~~acquired~~have aresearch ~~laboratory~~and indevelopment ~~Germany~~labs ~~through~~in ~~our~~Nashville, ~~merger~~Tennessee ~~with~~and ~~Chronix~~Göttingen, Germany. Our facilities and equipment could be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, power outages, wildfires, flooding, hurricanes, droughts and other extreme weather events and changing weather patterns, which are increasing in frequency due to the impacts of climate change, and may render it difficult or impossible for us to perform our tests for some period of time. The inability to perform our tests or the backlog of tests that could develop if any of our facilities is inoperable for even a short period of time may result in the loss of customers or harm to our reputation or relationships with key researchers, collaborators, and customers, and we may be unable to regain those customers or repair our reputation in the future. Furthermore, our facilities and the equipment we use to perform our research and development work could be costly and time-consuming to repair or replace.

Additionally, a key component of our research and development process involves using biological samples and the resulting data sets and medical histories, as the basis for our diagnostic test development. In some cases, these samples are difficult to obtain. If the parts of our laboratory facilities where we store these biological samples are damaged or compromised, our ability to pursue our research and development projects, commercialization of our diagnostic tests, as well as our reputation, could be jeopardized. We carry insurance for damage to our property and the disruption of our business, but this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all.

Further, if our laboratories become inoperable, we may not be able to license or transfer our proprietary technology to a third-party, with established state licensure and CLIA certification under the scope of which our diagnostic tests could be performed following validation and other required procedures, to perform the tests.

Even if we find a third-party with such qualifications to perform our tests, such party may not be willing to perform the tests for us on commercially reasonable terms. Moreover, we believe our tests are currently subject to enforcement discretion by the FDA because we believe the tests currently qualify as LDTs. If, however, we are required to find a third-party laboratory to conduct our testing services, we believe this would change our status and the FDA would consider such tests offered through a third-party to then be a medical device subject to active FDA regulation and enforcement under its IVD authorities. In that case, we may be required to obtain premarket clearance or approval prior to offering, or continuing to offer, our tests, which would be time-consuming and costly and could result in interruptions and delays in our ability to sell or offer our tests.

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There is a limited number of manufacturers of molecular diagnostic testing equipment and related chemical reagents necessary for the provision of our diagnostic tests.

There is a limited number of manufacturers of molecular testing equipment and related chemical reagents necessary for the provision of our tests. If issues were to arise with our equipment or if reagents we are using cause us to acquire different diagnostic testing equipment, we would need to conduct validation and analytic studies to determine whether our previous test results can be reproduced using the new equipment. As a result, we could experience delays again in developing our diagnostic tests. If similar issues were to arise after commercialization of a diagnostic test, we could experience a disruption in providing the diagnostic tests to patients and we would lose revenues and potentially market share as a result.

In order to facilitate the development, manufacture and commercialization of our diagnostic tests we may enter into strategic alliances with diagnostic, pharmaceutical, or medical device companies to advance our programs and enable us to maintain our financial and operational capacity. We will face significant competition in seeking appropriate alliances. We may not be able to negotiate alliances on acceptable terms, if at all. If we fail to create and maintain suitable alliances, we may have to limit the size or scope of, or delay, one or more of our product development or research programs, or we will have to increase our expenditures and will need to obtain additional funding, which may be unavailable or available only on unfavorable terms.

If we are able to enter into development and marketing arrangements with diagnostic, pharmaceutical or medical device companies for our diagnostic tests, we may license product development, manufacturing, and marketing rights to the diagnostic, pharmaceutical or medical device company or to a joint venture company formed with the diagnostic, pharmaceutical or medical device company. Under such arrangements we might receive only a royalty on sales of the diagnostic tests developed or an equity interest in a joint venture company that develops the diagnostic test. As a result, our revenues from the sale of those diagnostic tests may be substantially less than the amount of revenues and gross profits that we might receive if we were to develop, manufacture, and market the diagnostic tests ourselves.

21We are, and may become, dependent on collaborations to develop and commercialize our diagnostic test candidates and to provide the manufacturing, regulatory compliance, sales, marketing and distribution capabilities required for the success of our business.

We are, and in the future, may become, dependent on collaborations to develop and commercialize many of our diagnostic test candidates and to provide the manufacturing, regulatory compliance, sales, marketing and distribution capabilities required for the success of our business.

We have entered into and may in the future enter into various kinds of collaborative research and development, manufacturing, and diagnostic test marketing agreements to develop and commercialize our diagnostic tests. For example, in 2024, we entered into an agreement with Bio-Rad to collaborate in the development and the commercialization of RUO and IVD kitted transplant products using Bio-Rad’s ddPCR instruments and reagents, pursuant to which we are dependent on Bio-Rad with respect to many of our ongoing operations and future target performance.

Any future milestone payments and cost reimbursements from collaboration agreements could provide an important source of financing for our research and development programs, thereby facilitating the application of our technology to the development and commercialization of our diagnostic tests, but there are risks associated with entering into collaboration arrangements.

There is a risk that we could become dependent upon one or more collaborative arrangements, in addition to the Bio-Rad arrangement, for diagnostic test development or manufacturing or as a source of revenues from the sale of any diagnostic tests that may be developed by us alone or through one of the collaborative arrangements. A collaborative arrangement upon which we currently, or might in the future, depend might be terminated by our collaboration partner or they might determine not to actively pursue the development or commercialization of our diagnostic tests, or they may determine to stop supporting technologies, such as instruments or consumables, upon which our diagnostic tests are reliant. A collaboration partner also may not be precluded from independently pursuing competing diagnostic tests or technologies.

There is a risk that a collaboration partner, including Bio-Rad, might fail to perform its obligations under the collaborative arrangements or may be slow in performing its obligations. In addition, a collaboration partner may experience financial difficulties at any time that could prevent it from having available funds to contribute to the collaboration. If a collaboration partner fails to conduct its diagnostic test or instrument-related development, manufacturing, commercialization, regulatory compliance, sales and marketing or distribution activities successfully and in a timely manner, or if it terminates or materially modifies its agreements with us, the development and commercialization of one or more diagnostic test candidates could be delayed, curtailed or terminated because we may not have sufficient financial resources or capabilities to continue diagnostic test development, manufacturing, and commercialization on our own.

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Our business could be adversely affected if we lose the services of the key personnel upon whom we depend.

We presently rely on a small senior management team to direct our diagnostics program and our initial commercial activities. Accordingly, the loss of the services of one or more of the members of that management team could have a material adverse effect on our business.

Our business and operations could suffer in the event of system failures.

We depend on information technology and telecommunications systems, including a combination of on-site systems, managed data center systems, cloud-based systems, and the Internet, for significant elements of our operations, including processing, transmitting, and storing a wide variety of business-critical information. Despite the implementation of security measures, our internal computer systems and those of our contractors and consultants are vulnerable to damage from computer viruses, ransomware, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. Such events could cause interruption of our operations, downtime of our information technology or telecommunications systems or those used by our third-party service providers, and could have an adverse effect on our business and results of operations. For example, the loss of data for our diagnostic test candidates could result in delays in our regulatory filings and development efforts and significantly increase our costs. To the extent that any disruption or security breach results in a loss of or damage to our data, or inappropriate disclosure of confidential or proprietary information, we could incur liability under federal or state laws, be subject to litigation, and the development of our diagnostic test candidates could be delayed.

In addition, in an effort to innovate and optimize operational efficiency, certain third parties with whom we work may integrate AI into various aspects of their work with us. We do not currently utilize AI tools in a significant way. While AI presents opportunities for enhanced productivity and innovation, it also introduces inherent risks, including legal and regulatory, that could adversely impact our business and reputation. Improper use of AI, including algorithmic biases, ethical considerations, data privacy issues, unknown or zero-day software vulnerabilities, and potential regulatory non-compliance, by our employees or third parties with whom we work could result in reputational damage, legal liabilities, and financial losses. The rapidly evolving regulatory landscape surrounding AI also poses a risk, as new laws and regulations could impose additional compliance burdens, resulting in increased operational costs. While we are committed to mitigating these risks, such measures may not adequately prevent or mitigate the adverse effects that the integration and use of AI may have on our business, financial condition, and results of operations.

Security breaches and other disruptions could compromise our information and expose us to liability, and could cause our business and reputation to suffer.

In the ordinary course of business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our business partners, PHI, and personally identifiable information of patients and employees. We manage and maintain our applications and data utilizing a combination of on-site systems, managed data center systems and cloud-based systems. We also communicate PHI and other sensitive data through our various tools and platforms. In addition to storing and transmitting sensitive data that is subject to legal protections, these applications and data encompass a wide variety of business-critical information, including research and development information, commercial information, and business and financial information. The secure processing, maintenance, and transmission of this information is critical to our operations and business strategy.

We face a number of risks relative to protecting our information, including loss of access, inappropriate disclosure, inappropriate modification, and the risk of our being unable to adequately monitor and modify our controls over our critical information. Despite our security measures, our information technology and infrastructure are also vulnerable to attacks by hackers, viruses, ransomware or breaches due to employee error, technical error, malfeasance, or other disruptions.

These types of problems may be caused by a variety of factors, including infrastructure changes, intentional or accidental human actions or omissions, software errors, malware, security attacks, fraud, spikes in customer usage and denial of service issues. From time to time, large third-party web hosting providers have also experienced outages or other problems that have resulted in their systems being offline and inaccessible. In addition to data security risks, we also face privacy risks. Should we ~~actually~~ violate, or be perceived to have violated, any privacy promises we make to patients or consumers, we could be subject to a complaint from an affected individual or interested privacy regulator, such as the FTC or a state Attorney General. This risk is heightened given the sensitivity of the data we collect.

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Any problems that may arise in connection with our data and systems, including those that are hosted by third-party providers, could result in interruptions to our business and operations or exposure to security vulnerabilities. Any such breach or interruption, whether of our systems or that of our third-party service providers or their subcontractors, could also compromise our networks, and the information stored there could be accessed, publicly disclosed, lost, or stolen. Any such access, disclosure, theft, or other loss of information or privacy or security compromise could result in legal claims or proceedings or liability under federal or state laws that protect the privacy or security of personal information, including HIPAA, HITECH, and state data security and data breach notification laws. Any data privacy or security event could also disrupt our operations and damage our reputation, any of which could adversely affect our business.

If a privacy or security event occurs, we may be required to comply with state breach notification laws and become subject to mandatory corrective action. Penalties for failure to comply with a requirement of HIPAA or HITECH vary significantly, and, depending on the knowledge and culpability of the HIPAA-regulated entity, may include civil monetary penalties ~~of up to $1.5 million per calendar year~~ for each provision of HIPAA that is violated. A person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal penalty ofincluding upfines ~~to $50,000~~ and uppotential ~~to one-year~~ imprisonment. The criminal penalties increase if the wrongful conduct involves false pretenses or the intent to sell, transfer or use identifiable health information for commercial advantage, personal gain or malicious harm. Penalties for unfair or deceptive acts or practices under the FTC Act or state Unfair and Deceptive Acts and Practices statutes may also vary significantly.

Also, even if we do not incur an interruption of our operations, or fines, penalties, or financial liability to third parties from a security breach, we could suffer a loss of confidence in our services, which could adversely affect our business and competitive position. A security event could also result in the compromise of our trade secrets and other proprietary information, which could adversely affect our competitive position.

Failure of our internal control over financial reporting could harm our business and financial results.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements would be prevented or detected on a timely basis. Due to its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected. Our growth and entry into new diagnostic tests, technologies and markets will place significant additional pressure on our system of internal control over financial reporting. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud. Since we are a smaller reporting company, we are exempt from the requirement of having our internal controls over financial reporting audited by our independent registered public accountants, which means that material weaknesses or significant deficiencies in our internal controls that might be detected by an audit may not be detected and remedied.

We are subject to laws and regulations governing corruption, which may require us to develop, maintain, and implement costly compliance programs.

We must comply with a wide range of laws and regulations to prevent corruption, bribery, and other unethical business practices, including the FCPA, anti-bribery and anti-corruption laws in other countries. The creation and implementation of international business practices compliance programs is costly and such programs are difficult to enforce, particularly where reliance on third parties is required.

Anti-bribery laws prohibit us, our employees, and some of our agents or representatives from offering or providing any personal benefit to covered government officials to influence their performance of their duties or induce them to serve interests other than the missions of the public organizations in which they serve. Certain commercial bribery rules also prohibit offering or providing any personal benefit to employees and representatives of commercial companies to influence ~~their~~ performance of their duties or induce them to serve interests other than their employers. The FCPA also obligates companies whose securities are listed in the United States to comply with certain accounting provisions requiring us to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and devise and maintain an adequate system of internal accounting controls for international operations. The anti-bribery provisions of the FCPA are enforced primarily by the United States Department of Justice. The ~~Securities and Exchange Commission (“~~SEC”) is involved with enforcement of the books and records provisions of the FCPA.

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Compliance with these anti-bribery laws is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, the anti-bribery laws present particular challenges in the medical industry because in many countries including China, hospitals are state-owned or operated by the government, and doctors and other hospital employees are considered foreign government officials. Furthermore, in certain countries (China in particular), hospitals and clinics are permitted to sell pharmaceuticals to their patients and are primary or significant distributors of pharmaceuticals. Certain payments to hospitals in connection with clinical studies, procurement of pharmaceuticals and other work have been deemed to be improper payments to government officials that have led to vigorous anti-bribery law enforcement actions and heavy fines in multiple jurisdictions, particularly in the United States and China.

It is not always possible to identify and deter violations, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations.

In the medical industry, corrupt practices include, among others, offering or accepting kickbacks, bribes or other illegal gains or benefits by the hospitals and medical practitioners from manufacturers of pharmaceutical or other products, distributors or their third-party agents in connection with the prescription of certain pharmaceuticals or sale of products. If our employees, affiliates, distributors or third-party marketing firms violate these laws or otherwise engage in illegal practices with respect to their sales or marketing of our products or other activities involving our products, we could be required to pay damages or heavy fines by multiple jurisdictions where we operate, which could materially and adversely affect our financial condition and results of operations. There have been recent occurrences in which certain hospitals have denied access to sales representatives from pharmaceutical companies because the hospitals wanted to avoid the perception of corruption. If this attitude becomes widespread among our potential customers, our ability to promote our products to hospitals may be adversely affected.

If we and our subsidiaries further expand operations internationally, we will need to increase the scope of our compliance programs to address the risks relating to the potential for violations of the FCPA and other anti-bribery and anti-corruption laws and data protection laws. Our compliance programs will need to include policies addressing not only the FCPA, but also the provisions of a variety of anti-bribery and anti-corruption laws in multiple foreign jurisdictions, provisions relating to books and records that apply to us as a public company, and include effective training for our personnel throughout our organization. The creation and implementation of anti-corruption compliance programs is costly and such programs are difficult to enforce, particularly where reliance on third parties is required. Violation of the FCPA and other anti-corruption and data privacy laws can result in significant administrative and criminal penalties for us and our employees, including substantial fines, suspension or debarment from government contracting, prison sentences, or even the death penalty in extremely serious cases in certain countries. The SEC also may suspend or bar us from trading securities on U.S. exchanges for violation of the FCPA’s accounting provisions. Even if we are not ultimately punished by government authorities, the costs of investigation and review, distraction of our personnel, legal defense costs, and harm to our reputation could be substantial and could limit our profitability or our ability to develop or commercialize our product candidates. In addition, if any of our competitors are not subject to the FCPA, they may engage in practices that will lead to their receipt of preferential treatment from foreign hospitals and enable them to secure business from foreign hospitals in ways that are unavailable to us.

24We may become subject to litigation, which could harm our stock price, business, results of operations and financial condition.

We may be subject to litigation from time to time. In the past, following periods of volatility in the ~~future~~market beprice ~~subject~~of totheir ~~litigation~~stock, ~~which~~many companies have been the subjects of securities class action litigation. Any such litigation can result in substantial costs and diversion of management’s attention and resources and could harm our stock price, business, results of operations and financial condition. As a result of these factors, holders of our common stock might be unable to sell their shares at or above the price they paid for such shares.

We may be subject to litigation in the future. In the past, following periods of volatility in the market price of their stock, many companies, including us, have been the subjects of securities class action litigation. Any such litigation can result in substantial costs and diversion of management’s attention and resources and could harm our stock price, business, results of operations and financial condition. As a result of these factors, holders of our common stock might be unable to sell their shares at or above the price they paid for such shares.

We may undertake strategic acquisitions in the future, and difficulties integrating such acquisitions could damage our ability to achieve or sustain profitability.

We may acquire businesses or assets that complement or augment our existing business. If we acquire businesses with promising products or technologies, we may not be able to realize the benefit of acquiring such businesses if we are unable to move one or more products through preclinical and/or clinical development to regulatory approval and commercialization. Integrating any newly acquired businesses or technologies could be expensive and time-consuming, resulting in the diversion of resources from our current business. We may not be able to integrate any acquired business successfully~~. We cannot assure that~~, ~~following~~and ~~an acquisition,~~ we ~~will~~may not achieve revenues, specific net income or loss levels that justify the acquisition or that the acquisition will result in increased earnings, or reduced losses, for the combined company in any future period. Moreover, we may need to raise additional funds through public or private debt or equity financing to acquire any businesses, which would result in dilution for stockholders or the incurrence of indebtedness and may not be available on terms which would otherwise be acceptable to us. We may not be able to operate acquired businesses profitably or otherwise implement our growth strategy successfully.

We are subject to state laws in California that require gender and diversity quotas for boards of directors of public companies headquartered in California.

In September 2018, California enacted SB 826, requiring public companies headquartered in California to maintain minimum female representation on their boards of directors as follows: by December 31, 2019, public company boards must have a minimum of one female director; by December 31, 2021, public company boards with five members were required to have at least two female directors, and public company boards with six or more members were required to have at least three female directors. In May 2022, the Los Angeles Superior Court declared SB 826 unconstitutional and, although the California Secretary of State has directed counsel to file an appeal of decision, the State of California is currently precluded from enforcing SB 826.

Additionally, in September 2020, California enacted AB 979, requiring public companies with principal executive offices in California to each have at least one director from an underrepresented community based on ethnicity and sexual orientation by December 31, 2021. A director from an “underrepresented community” means a director who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaska Native, gay, lesbian, bisexual or transgender. AB 979 required that each of these companies have at least two directors from such underrepresented communities if such company has more than four but fewer than nine directors, or at least three directors from underrepresented communities if the company has nine or more directors, by December 31, 2022. In April 2022, the Los Angeles Superior Court declared AB 979 unconstitutional and, although the California Secretary of State has filed a notice of appeal in the case, the State of California is currently precluded from enforcing AB 979.

If the State of California successfully appeals the court decisions regarding SB 826 or AB 979, we cannot assure that we can recruit, attract and/or retain qualified members of the board and meet gender or diversity quotas as previously required by SB 826 or AB 979, and our Board of Directors does not currently satisfy the quota previously required under these regulations. A failure to comply with any such quota requirement could result in fines from the California Secretary of State, and our reputation may be adversely affected.

Our business could be adversely impacted by inflation.

Inflation rates, particularly in the United States, have increased recently to levels not seen in years. We may experience inflationary pressures, primarily in personnel costs, with certain laboratory supplies and from inventory costs related to certain raw materials. We anticipate inflationary impacts on other cost areas in the future. The extent of any future impacts from inflation on our business and our results of operations will be dependent upon how long the elevated inflation levels persist and the extent to which the rate of inflation were to further increase, if at all, neither of which we are able to predict. If elevated levels of inflation were to persist or if the rate of inflation were to accelerate, the purchasing power of our cash and cash equivalents may be further diminished, our expenses could increase faster than anticipated and we may utilize our capital resources sooner than expected. Further, given the complexities of the reimbursement landscape in which we operate, our payers may be unwilling or unable to increase reimbursement rates to compensate for inflationary impacts. As such, the effects of inflation may adversely impact our results of operations, financial condition and cash flows.

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Our business could be adversely impacted by inflation.

Inflation rates, particularly in the United States, have increased recently. We may experience inflationary pressures, primarily in personnel costs, with certain laboratory supplies, from inventory costs related to certain raw materials, with essential vendors including audit fees and regulatory consultants, and from tariff policies and potential countermeasures. Prices for raw materials may fluctuate based on a number of factors beyond our control, including changes in supply and demand, general economic conditions, labor costs, fuel related delivery costs, competition, import duties, excises and other indirect taxes, currency exchange rates, and government regulation. The extent of any future impacts from inflation on our business and our results of operations will depend upon how long the elevated inflation levels persist and the extent to which the rate of inflation were to further increase, if at all, neither of which we are able to predict. If elevated levels of inflation were to persist or if the rate of inflation were to accelerate, the purchasing power of our cash and cash equivalents may be further diminished, our expenses could increase faster than anticipated and we may utilize our capital resources sooner than expected. Due to the highly competitive nature of the healthcare industry and the cost containment efforts of our customers and third-party payors, we may be unable to pass along cost increases for key components or raw materials through higher prices to our customers. Further, given the complexities of the reimbursement landscape in which we operate, our payers may be unwilling or unable to increase reimbursement rates to compensate for inflationary impacts. As such, the effects of inflation may adversely impact our results of operations, financial condition and cash flows.

Risks Related to Our Industry

We are subject to CLIA, a federal law regulating clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. Our clinical laboratories must be certified under CLIA in order for us to perform testing on human specimens. CLIA is intended to ensure the quality and reliability of clinical laboratories in the United States by mandating specific standards in the areas of personnel qualifications, administration, and participation in proficiency testing, patient test management, quality control, quality assurance and inspections. We have a current certificate under CLIA to perform routine chemistry. To renew these certificates, our diagnostic laboratories are subject to survey and inspection every two years. Moreover, CLIA inspectors may make periodic inspections of our clinical laboratories outside of the renewal process.

The law also requires us to maintain a state laboratory license to conduct testing in the states in which our laboratories are located. State laws establish standards for day-to-day operation of a clinical laboratory, including the training and skills required of personnel and quality control. In addition, several states require that we hold licenses to test specimens from patients in those states. We do not have immediate plans to market our tests for commercial use in the EU and as a result, at this time we do not believe we are subject to EU or EU member state post-market regulations related to our tests.

If we were to lose our CLIA certification or a required state license for a laboratory, whether as a result of a revocation, suspension or limitation, we would no longer be able to offer our tests from the affected laboratory, which would limit our revenue and harm our business. If we were to lose our license in other states where we are required to hold licenses, we would not be able to test specimens from those states. If we perform testing on samples originating in a state where we require a license, but do not currently have one, we could be subject to fines, sanctions, and may be denied permits or licenses in the future.

We also maintain laboratory operations in Germany and could expand our laboratory operations to other foreign jurisdictions. Therefore, we are subject to laboratory quality regulations and accreditation standards in Germany, and will be subject to such regulations and standards in any other jurisdictions where we may operate. These requirements may vary by jurisdiction and differ from those in the United States, and may require us to implement additional compliance measures. If we fail to comply with any foreign jurisdiction’s applicable laboratory regulations and standards it could limit our revenue and harm or business and we could be subject to fines and other sanctions.

Our products are subject to the FDA’s final rule ending enforcement discretion for LDTs and regulating such tests as medical devices. Implementing the requirements under the final rule could lead to delays in commercialization, or (if encountered after commercialization) requirements to halt the commercial provision of our tests until FDA marketing authorization is obtained.

In May 2024, the FDA published a final rule that phases out its enforcement discretion for LDTs, unless exempt, and amends the FDA’s regulations to make explicit that IVDs are medical devices under the Federal Food, Drug, and Cosmetic Act ("FDCA"), including when the manufacturer of the diagnostic product is a laboratory. The American Clinical Laboratory Association and the Association of Molecular Pathology have filed lawsuits against the FDA to challenge its authority to regulate LDTs under this final rule. The full impact of this final rule and the existing (and any future) challenges against currently remains to be seen.

IfTable ~~the FDA were to ultimately regulate our tests as traditional IVDs, some or all~~ of our tests may become subject to certain FDA medical device regulations, including, in some cases, pre-market review. If required, the regulatory marketing authorization process may involve, among other things, successfully completing additional clinical trials and submitting a pre-market clearance (510(k)) submission or filing a de novo or pre-market approval application with the FDA. If pre-market review and approval is required by the FDA for any of our tests, we may need to incur additional expenses or require additional time to seek it, or we may be unable to satisfy FDA standards, and our applicable tests may not be cleared or approved on a timely basis, if at all, and the labeling claims permitted by the FDA may not be consistent with our currently planned claims or adequate to support adoption of and reimbursement for our tests. Ongoing compliance with any applicable FDA medical device regulations to which we could become subject in connection with any of our tests that FDA may regulate as traditional IVDs would increase the cost of conducting our business, and subject us to inspection by, and potential enforcement of certain regulatory requirements, of the FDA, for example registration and listing, adherence to good manufacturing practices under the Quality System Regulation ("QSR"), and medical device reporting. Enforcement action for noncompliance with these requirements could range from warning or untitled letters to civil and criminal penalties, injunctions, product seizure or recall, import bans, restrictions on the conduct of our operations and total or partial suspension of production. Our laboratories are operating under CLIA and are not currently operating as registered device manufacturing facilities or in compliance with FDA’s QSR. Because these standards differ, we may face challenges establishing FDA-compliant quality systems or be unable to do so. If after commercialization under the LDT framework, our tests are allowed to remain on the market but there is uncertainty about the regulatory status of our tests, which is likely, given the current state of industry challenges to FDA’s final rule, including questions that may be raised if competitors object to our regulatory positioning as an LDT, we may encounter ongoing regulatory and legal challenges and related costs. Such challenges or related developments (for example if the labeling claims the FDA allows us to make are more limited than the claims we currently plan to make) may impact our commercialization efforts as orders or reimbursement may be less than anticipated. Any of these regulatory developments may cause our business to suffer.Contents

IfWhile ~~the~~we ~~FDA~~believe isour ~~successful in overcoming challenges to the final rule and ultimately regulates certain~~ LDTs asare ~~intended~~within ~~under~~ the ~~final rule, our tests may be subject to certain additional regulatory requirements, the~~ scope of ~~which may vary from one test to another based on various considerations. Complying with~~ the FDA’s ~~requirements~~enforcement ~~can~~discretion ~~be expensive~~policy, ~~time-consuming,~~ and ~~subject~~therefore usnot ~~to significant or unanticipated delays. To the extent we are~~ required to obtain ~~premarket~~ clearance or approval tobefore ~~perform or continue performing any of our tests~~commercialization, wethe ~~cannot~~FDA ~~guarantee~~may ~~that~~attempt ~~we will be able~~ to ~~obtain~~regulate ~~such~~LDTs ~~authorization.~~in ~~Even if we obtain regulatory clearance or approval where required, such authorization may not be for~~ the ~~intended uses that we believe are commercially attractive or are critical to the commercial success of our tests. Based on these and other considerations~~future, ~~the~~which ~~implementation of the FDA’s final rule on LDTs~~ could ~~materially~~lead ~~and~~to ~~adversely~~LDT ~~affect~~product ~~our~~development ~~business,~~delays ~~financial condition,~~ and ~~results~~increased ~~of operations~~costs.

InThe ~~addition~~FDA has a long-standing policy of enforcement discretion for LDTs, meaning the ~~final~~tests ~~rule~~are ~~does~~ not ~~change~~subject to the FDA’s ~~policy~~medical ofdevice ~~regulating~~regulations. ~~IVDs~~In asMay ~~medical~~2024, ~~devices.~~the AsFDA published a ~~result,~~final ~~most~~rule ~~IVDs~~that ~~are~~proposed ~~currently~~to ~~subject~~phase out its enforcement discretion policy for LDTs, unless exempt, and proposed to amend the FDA’s ~~requirements,~~regulations ~~including~~to ~~pre-market~~make ~~authorization.~~explicit ~~While~~that weIVDs ~~currently~~are ~~believe~~medical ~~our~~devices ~~products~~under ~~qualify~~the asFederal ~~LDTs~~Food, ~~the~~Drug, ~~FDA~~and ~~may~~Cosmetic ~~disagree.~~Act, Ifincluding when the ~~FDA~~manufacturer ~~determines~~of ~~that~~the ~~our~~diagnostic ~~products~~product dois ~~not~~a ~~qualify~~laboratory. asThis ~~LDTs,~~final werule ~~may~~would behave ~~subject~~subjected LDTs to ~~FDA~~the ~~enforcement~~same ~~action,~~regulatory ~~such~~requirements as ~~warning~~medical ~~letters~~devices, ~~seizure~~including, ~~injunction,~~in ~~criminal~~some ~~prosecution~~cases, ~~monetary~~requiring ~~penalties,~~pre-market ~~and~~clearance ~~others~~or approval. InHowever, ~~addition~~in March 2025, iffollowing ~~our~~a ~~products~~legal ~~are~~challenge ~~classified~~to asthe ~~IVDs~~FDA’s ~~instead~~authority ofto regulate LDTs, wethe ~~may~~Eastern beDistrict ~~required~~of toTexas ~~obtain~~vacated ~~510(k)~~the ~~clearance~~final orrule. aThe ~~PMA~~FDA ~~before~~did ~~re-marketing~~not appeal the ~~products,~~decision ~~which~~to ~~would~~vacate ~~result~~the infinal arule, ~~significant~~and, ~~increase~~ in ~~costs~~September 2025, asthe ~~well~~FDA asformally arevoked ~~potential~~the ~~loss~~final inrule, ~~revenue~~retaining the enforcement discretion policy for LDTs.

WeAs ~~currently~~a ~~market~~result, ~~certain~~we ~~IVDs~~do ~~that~~not ~~have~~believe ~~not~~our ~~been~~LDT ~~cleared~~products byare ~~the~~currently ~~FDA~~required into ~~reliance~~receive onFDA ~~the~~clearance ~~regulatory~~or ~~exemption~~approval ~~for~~prior ~~IVDs~~to ~~intended~~use ~~for~~or ~~RUO,~~otherwise ~~but~~comply ifwith the FDA’s ~~determines~~medical ~~that~~device ~~our~~regulations. ~~RUO~~However, ~~tests~~the doFDA ~~not~~may ~~meet~~try ~~the~~to ~~applicable~~regulate ~~requirements~~LDTs ~~for~~in ~~exemption~~the orfuture, ~~have~~and ~~intended~~we ~~uses~~cannot ~~that~~be ~~are~~certain ~~inconsistent~~any ~~with~~future ~~RUO~~attempt ~~tests,~~to weregulate ~~may~~LDTs will be ~~required~~vacated. toAny ~~suspend~~future ~~commercialization~~LDT ofrule ~~such~~could ~~products~~subject ~~until~~our wecurrent ~~can~~or ~~obtain~~future ~~the~~LDT ~~requisite~~products ~~FDA~~to additional regulatory requirements, including pre-market clearance ~~and/~~or ~~subject~~approval torequirements, ~~FDA~~which ~~warning~~could delay or ~~untitled~~halt ~~letters,~~commercialization ~~seizure~~of our tests, ~~injunction~~increase costs and materially and adversely affect our business, ~~fines~~financial condition, orand ~~other~~results ~~enforcement~~of ~~action~~operations.

~~Some~~In ~~of our tests are marketed for RUO~~addition, ~~which~~while ~~allows~~we usbelieve toour ~~sell~~LDTs ~~such~~are ~~products~~within ~~without~~ the ~~premarket~~scope ~~clearance~~of ~~that~~the FDA’s ~~requires~~enforcement ~~for~~discretion policy, the ~~marketing~~FDA ~~of traditional devices. An RUO product~~ may ~~not~~disagree beand ~~marketed~~consider ~~for~~our ~~clinical~~LDTs ~~diagnostic~~to ~~use and must~~ be ~~labeled “For Research Use Only~~IVDs. ~~Not~~If ~~for~~so, ~~use~~our intests ~~diagnostic~~would ~~procedures.”~~be ~~Products~~required ~~that~~to ~~are~~obtain ~~intended~~FDA ~~for~~clearance ~~research~~or ~~use~~approval ~~only~~to ~~and~~be ~~are~~marketed ~~properly~~in ~~labeled as RUO are exempt from compliance with~~ the ~~FDA’s~~United ~~pre-~~States, ~~and post-market requirements to~~ which ~~traditional~~could ~~devices~~interrupt ~~are~~commercialization ~~subject,~~of ~~including~~our ~~the~~tests ~~requirement~~pending ~~that~~such ~~the~~clearance ~~product be cleared~~ or ~~approved before commercialization and QSR requirements~~approval. ~~However,~~Obtaining ~~merely including the required RUO labeling will not necessarily exempt the device from the~~ FDA's ~~510(k)~~ clearance, ~~premarket~~or approval, orcan ~~other~~be ~~requirements~~unpredictable, iftime-consuming, ~~the~~and ~~circumstances~~costly, ~~surrounding~~and ~~the~~would ~~distribution~~likely ofmaterially ~~the~~and ~~product~~adversely ~~indicate~~affect anour ~~objective~~business, ~~intent~~financial tocondition, ~~market~~and ~~the~~results ~~product~~of ~~for clinical diagnostic use~~operations.

Some of our tests are marketed for RUO, which allows us to sell such products without the premarket clearance that FDA requires for the marketing of traditional devices. An RUO product may not be marketed for clinical diagnostic use and must be labeled “For Research Use Only. Not for use in diagnostic procedures.” Products that are intended for research use only and are properly labeled as RUO are exempt from compliance with the FDA’s pre- and post-market requirements to which traditional devices are subject, including the requirement that the product be cleared or approved before commercialization and Quality System Regulation requirements. However, merely including the required RUO labeling will not necessarily exempt the device from the FDA's 510(k) clearance, premarket approval, or other requirements if the circumstances surrounding the distribution of the product indicate an objective intent to market the product for clinical diagnostic use.

According to the FDA guidance, circumstances indicating manufacturer intent to market an in vitro device for diagnostic use may include written or verbal marketing claims regarding a product's clinical efficacy or performance in clinical applications, instructions for clinical interpretation, clinical information, product names, or descriptors that claim or suggest that the IVD product may be used for any clinical diagnostic use, including a clinical investigation that is not exempt from the FDA’s investigational device exemption regulations. Other indications include a manufacturer's provision of technical support for clinical validation or clinical applications or solicitation of business from clinical laboratories that do not conduct research activities, all of which could be considered evidence of intended uses that conflict with RUO labeling.

27In general, if (i) evidence shows that one or more of our IVDs are inappropriately labeled RUO (but marketed for clinical diagnostic use), such test(s) will not qualify for an IDE exemption and will be deemed misbranded under the Federal Food, Drug, and Cosmetic Act ("FDCA"). Device manufacturers found in violation of the FDCA may be subject to a wide range of enforcement action, including warning letters, seizure, injunction, criminal prosecution, monetary penalties, and others.

In general, if (i) evidence shows that one or more of our IVDs are inappropriately labeled RUO (but marketed for clinical diagnostic use), such test(s) will not qualify for an IDE exemption and will be deemed misbranded under the FDCA. Device manufacturers found in violation of the FDCA may be subject to a wide range of enforcement action, including warning letters, seizure, injunction, criminal prosecution, monetary penalties, and others.

We believe that our promotional activities for our RUO products fall within the scope of the applicable premarket exemptions for RUO tests and the FDA’s enforcement discretion, as described in its relevant guidance. However, the FDA could disagree and require us to (i) stop promoting our RUO devices unless/until we obtain FDA clearance or approval (among other possible outcomes). Any adverse determination in relation to our marketing of current or future products for RUO will likely have a material adverse impact on our business.

IfTable weof decide to develop IVDs, we will need to obtain regulatory clearance or approval to market each IVD test. Additionally, while we believe our tests qualify as LDTs, if the FDA determines otherwise, our products will likely need to be withdrawn from the market until receiving pre-market authorization, such as 510(k) clearance or a PMA, before re-entering the market. This means that:Contents

If we decide to develop IVDs, we will need to obtain regulatory clearance or approval to market each IVD test. This means that:

•

The IVDs cannot be sold until the CMS or the FDA, and corresponding foreign regulatory authorities approve or authorize the IVDs for medical use;

•

We will have to conduct expensive and time-consuming clinical trials of new diagnostic tests. The full cost of conducting and completing clinical trials necessary to obtain FDA clearance or approval of IVD tests or for gaining reimbursement from health insurance companies, health maintenance organizations, Medicare, and other third-party payers cannot be presently determined but could exceed our financial resources;

•

Data obtained from preclinical and clinical studies is susceptible to varying interpretations that could delay, limit or prevent regulatory agency clearances or approvals. Delays or denials of the regulatory clearances or approvals may be encountered as a result of changes in regulatory agency policy, regulations, or laws;

•

A diagnostic test that is cleared or approved for marketing may be subject to restrictions on use; and

•

The FDA can withdraw approval of an FDA regulated product if problems arise.

We have submitted a De Novo request with the FDA to obtain authorization for GraftAssureDx. While we believe our submission will be sufficient to support FDA authorization, we cannot be certain that the FDA will clear or approve GraftAssureDx for commercialization in the United States. If the FDA determines that our submission is insufficient, we may be asked to update our submission with new information, including, but not limited to, new safety and efficacy data generated from additional clinical trials. As a result, the need for additional information could be costly and significantly delay, or prevent, obtaining authorization to commercialize GraftAssureDx in the United States.

In addition, the ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes and other events that may otherwise affect the FDA’s ability to perform routine functions. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. In addition, the U.S. government has shut down multiple times in the past (including the shutdown that started on October 1, 2025 and became the longest government shutdown in history based on data going back to fiscal 1977) and certain regulatory agencies, such as the FDA, had to furlough employees and stop some of their activities. The effects of any prolonged government shutdown (including effects related to the shutdown that began October 2025) or a widespread freeze on federal funding could significantly impact the ability of the FDA to timely review and process our regulatory submissions, or cause other agencies that support the FDA to slow their work. Any such factors could have a material adverse effect on our business.

Further, presidential and congressional seat turnover may result in increased regulatory and economic uncertainty, including the spending priorities of the new U.S. presidential administration and Congress and what challenges budget reductions will present for us and our industry generally. For example, on January 20, 2025, President Trump announced an executive order establishing the “Department of Government Efficiency” to reform federal government processes and reduce expenditures. Changes in federal policy by the executive branch and regulatory agencies may occur over time through the new presidential administration’s and/or Congress’s policy and personnel changes, which could lead to changes involving our industry. However, the nature and timing of such potential changes remain highly uncertain. At this time, it is unclear whether and how any future changes or uncertainty surrounding future changes will adversely affect our business, but material adverse effects are possible.

Our ability to successfully commercialize our current diagnostic tests and any product candidates we receive regulatory approval to market will depend, in significant part, on the extent to which appropriate reimbursement levels can be obtained for patients. Physicians will be hesitant to order a diagnostic test for a patient when they may be left with a large out-of-pocket fee through co-payments or co-insurance or unreimbursed balances. Third-party payers, including Medicare, Medicaid and private insurers, are increasingly challenging the prices charged for healthcare products and services. In addition, legislative proposals to reform health care or reduce government insurance programs may result in lower prices or the actual inability of prospective customers to purchase our tests. Furthermore, even if reimbursement is available, it may not be available at price levels sufficient for us to realize a positive return on our investment.

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Our primary near-term strategic market is organ transplant. We received a positive coverage decision from MolDx for GraftAssureCore (Kidney) in August of 2023, and it became commercially available for ordering in January 2024. In December 2024, we confirmed Medicare reimbursement for also monitoring certain high-risk patients, that is, those with newly developed donor-specific antibodies. However, we may not be able to ensure our tests remain reimbursed or attain reimbursement by Medicare for a variety of reasons, including changes in reimbursement practices, general policy shifts, or reductions in reimbursement amounts. We cannot predict whether Medicare reimbursements will continue at the same payment amount or with the same breadth of coverage in the future, if at all.

For diagnostics tests, Medicare or CMS reimbursement approval is critical. CMS relies on a network of MACs to make LCDs approving test for reimbursements. The MolDx Program was developed by Palmetto GBA (the previous MAC for California) to identify and establish coverage and reimbursement for molecular diagnostics tests. The program has developed guidelines for the level of evidence of efficacy required to be obtained through clinical trials. Palmetto, which contracted with CMS to administer the MolDx, issues LCDs that affect coverage, coding, and billing of many molecular tests and several MACs including the MAC for California, Noridian Healthcare Solutions, LLC, participate in the MolDX program. MACs also serve as the primary operational contact between the Medicare Fee-For-Service program, for paying Medicare claims, and approximately 1.5 million health care providers enrolled in the program. Delays in obtaining MAC approval, or any changes made related to any favorable LCDs, could have a material adverse impact on our business.

For example, on July 17, 2025, several MolDx MACs published a new “MolDX: Molecular Testing for Solid Organ Allograft Rejection” draft LCD (L38671), that, if adopted, would revise the existing foundational LCD, “MolDX: Molecular Testing for Solid Organ Allograft Rejection” (L38568 and L38629). In the draft LCD, surveillance use is explicitly contemplated and MolDx proposes capping the number of surveillance tests for kidney in year-one at four and subsequent years at two per year, and year-one tests for heart and lung would be capped at 12 tests per year. The comment period ran from July 17, 2025 through August 31, 2025 and an open meeting was held August 25, 2025.

If future reimbursement price levels are less than the current price, our revenues and our ability to achieve profitability could be impaired, and the market price of our common stock could decline. We may also not be able to maintain or increase the portion of our tests reimbursed by Medicare for a variety of other reasons, including changes in reimbursement practices and general policy shifts.

We cannot predict whether any current or future MAC will provide or continue to provide reimbursement for GraftAssureCore (Kidney) at the same payment amount or with the same breadth of coverage in the future, if at all. Additional changes in the MAC processing Medicare claims for GraftAssureCore (Kidney) could impact the coverage or payment amount for our tests and our ability to obtain Medicare coverage for any products we may launch in the future.

Any decision by CMS or its local contractors to reduce or deny coverage for our tests would have a significant adverse effect on our revenue and results of operations and ability to operate and access capital. Any such decision could also cause affected clinicians treating Medicare-covered patients to reduce or discontinue the use of our tests. Further, third‑party payers often follow Medicare coverage policy and payment limitations in setting their own coverage and payment rates and therefore their coverage and payment determinations may likewise be affected by any such decisions.

Even if a diagnostic test receives coverage and reimbursement from third-party payers, such coverage policies and reimbursement rates may change at any time, might not be adequate, or less favorable coverage policies and reimbursement rates may be implemented in the future. We may need to conduct additional studies in order to demonstrate the cost-effectiveness of our diagnostic tests to the satisfaction of our target customers and their third-party payers. Such studies might require us to commit a significant amount of management time and financial and other resources. If we are unable to obtain and maintain sufficient third-party coverage and adequate reimbursement for a diagnostic test, its commercial success may be greatly hindered, and our financial condition and results of operations may be materially and adversely affected.

Clinical trial failures or delays can occur at any stage of the trials, and may be directly or indirectly caused by a variety of factors, including but not limited to:

•

Delays in securing clinical investigators or trial sites for our clinical trials;

•

Delays in obtaining Institutional Review Board and other regulatory approvals to commence a clinical trial;

•

Slower than anticipated rates of patient recruitment and enrollment, or failing to reach the targeted number of patients due to competition for patients from other trials;

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•

Limited or no availability of coverage, reimbursement and adequate payment from health maintenance organizations and other third-party payers for the use of our diagnostic test candidates in our clinical trials;

•

Negative or inconclusive results from clinical trials;

•

Approval and introduction of new diagnostic tests or changes in standards of practice or regulatory guidance that render our clinical trial endpoints or the targeting of our proposed indications obsolete;

•

Inability to monitor patients adequately during or after treatment or problems with investigator or patient compliance with the trial protocols;

•

Inability to replicate in large controlled studies safety and efficacy data obtained from a limited number of patients in uncontrolled trials; and

•

Inability or unwillingness of medical investigators to follow our clinical protocols.

Any of the foregoing factors as well as other unforeseen events could delay or prevent commercialization of our current or future diagnostic tests and adversely affect our business, financial condition and results of operations.

The commercial success of our diagnostic tests depends on the availability and sufficiency of third-party payer coverage and reimbursement, which may be limited or unavailable.

Our ability to successfully commercialize our diagnostic tests will depend, in significant part, on the extent to which appropriate reimbursement levels can be obtained for patients. Physicians will be hesitant to order a diagnostic test for a patient when they may be left with a large out-of-pocket fee through co-payments or co-insurance or unreimbursed balances. Third-party payers, including Medicare, Medicaid and private insurers, are increasingly challenging the prices charged for healthcare products and services. In addition, legislative proposals to reform health care or reduce government insurance programs may result in lower prices or the actual inability of prospective customers to purchase our tests. Furthermore, even if reimbursement is available, it may not be available at price levels sufficient for us to realize a positive return on our investment. We have never successfully obtained reimbursement for any test and may never be able to obtain reimbursement from any third-party payer; without such coverage and reimbursement, we may not achieve market acceptance of our test and may never be profitable.

The United States government and state legislatures have shown significant interest in implementing cost containment programs to limit the growth of government-paid healthcare costs, including price controls, restrictions on reimbursement and coverage. Adoption of government controls and measures, and tightening of restrictive policies in jurisdictions with existing controls and measures, could exclude or limit one or more of our diagnostic tests from coverage. Even if a diagnostic test receives coverage and reimbursement from third-party payers, such coverage policies and reimbursement rates may change at any time, might not be adequate, or less favorable coverage policies and reimbursement rates may be implemented in the future. If we are unable to obtain and maintain sufficient third-party coverage and adequate reimbursement for a diagnostic test, its commercial success may be greatly hindered, and our financial condition and results of operations may be materially and adversely affected.

We may need to conduct additional studies in order to demonstrate the cost-effectiveness of our diagnostic tests to the satisfaction of our target customers and their third-party payers. Such studies might require us to commit a significant amount of management time and financial and other resources.

Changes in healthcare laws and policies may have a material adverse effect on our financial condition, results of operations and cash flows.

We cannot predict whether future healthcare initiatives will be implemented at the federal or state level, or how any future legislation or regulation may affect us. ~~For~~The ~~instance,~~United ~~the~~States ~~payment~~government ~~reductions~~and ~~imposed~~state bylegislatures ~~healthcare~~have ~~reform~~shown ~~legislation~~significant ~~known~~interest asin ~~the~~implementing ~~“Patient~~cost ~~Protection~~containment ~~and~~programs ~~Affordable~~to ~~Care~~limit ~~Act,” also known as~~ the ~~ACA,~~growth ~~the expansion~~ of ~~the~~government-paid ~~federal and state governments’ role in the U.S.~~ healthcare ~~industry~~costs, ~~and~~including ~~the~~price ~~changes~~controls, torestrictions ~~the~~on reimbursement ~~amounts paid by payers for our tests~~ and ~~future~~coverage. ~~tests~~Adoption ~~and~~of ~~products~~government ~~may~~controls ~~reduce our profits~~ and ~~have a material adverse effect on our business~~measures, ~~financial~~and ~~condition,~~tightening ~~results~~ of ~~operations~~restrictive ~~and~~policies ~~cash flows. Notably, Congress enacted legislation~~ in ~~2017~~jurisdictions ~~that~~with ~~eliminated~~existing ~~the~~controls ~~ACA’s~~and ~~“individual mandate~~measures,” acould ~~provision~~exclude ~~that~~or ~~required~~limit ~~individuals~~one ~~to buy health insurance~~ or ~~pay~~more ~~a fine, which has impacted the number~~ of ~~covered~~our ~~lives~~diagnostic ~~participating~~tests infrom ~~exchange plans~~coverage. In June 2021, the U.S. Supreme Court dismissed a judicial challenge to the ACA brought by several states without specifically ruling on the constitutionality of the ACA. We cannot be certain that there will not be further legislative efforts or judicial challenges in the future.

~~The~~For ~~new~~instance, ~~presidential~~the ~~administration~~payment ~~may~~reductions ~~also~~imposed ~~significantly~~by ~~alter~~healthcare reform legislation known as the ~~current~~Patient ~~regulatory~~Protection ~~framework~~and Affordable Care Act (“ACA”), the expansion of the federal and state governments’ role in the U.S. healthcare industry, ~~including~~and ~~any~~the ~~further~~changes ~~challenges~~to ofthe ~~certain~~reimbursement ~~ACA~~amounts ~~provisions.~~paid ~~These~~by ~~changes~~payers ~~could~~for ~~have~~our antests ~~adverse~~and future tests and ~~material~~products ~~impact~~may onreduce our ~~operations.~~profits ~~For~~and ~~example,~~have ~~the~~a ~~staff~~material ofadverse ~~the~~effect ~~Department~~on our business, financial condition, results of ~~Government~~operations ~~Efficiency~~and ~~(the~~cash ~~“DOGE”)~~flows. Notably, anCongress ~~executive~~enacted ~~administrative~~legislation ~~agency~~in ~~created~~2017 bythat eliminated the ~~second~~ACA’s ~~Trump~~“individual ~~Administration~~mandate,” ~~have~~a ~~been~~provision ~~provided~~that ~~access~~required individuals to ~~key~~buy ~~payment~~health ~~and~~insurance ~~contracting~~or ~~systems~~pay ata ~~CMS~~fine, towhich ~~look~~has ~~for~~impacted ~~opportunities~~the ~~for~~number ~~improving~~of ~~efficiency~~covered ~~and~~lives toparticipating ~~identify~~in ~~fraud~~exchange ~~and~~plans. ~~ineffective~~In ~~use~~June of2021, ~~resources~~the U.S. ~~While~~Supreme weCourt ~~cannot~~dismissed ~~predict~~a ~~other~~judicial ~~actions~~challenge ofto the ~~DOGE,~~ACA ~~there~~brought isby aseveral ~~possibility~~states ~~that~~without ~~additional~~specifically ~~changes~~ruling ~~will~~on the constitutionality of the ACA. We cannot be ~~made~~certain tothat ~~CMS~~there ~~spending,~~will ~~which~~not ~~could~~be ~~ultimately~~further ~~affect~~legislative ~~our~~efforts ~~financial~~or ~~condition~~judicial ~~and~~challenges ~~results~~in ofthe ~~operations~~future.

InThe ~~addition,~~Trump administration may also significantly alter the ~~new~~current ~~administration~~regulatory ~~recently~~framework ~~issued~~and athe ~~memorandum~~healthcare ~~instructing~~industry, Uincluding any further challenges of certain ACA provisions.S. ~~executive~~These ~~agencies~~changes tocould ~~prepare~~have ~~for~~an ~~reductions~~adverse inand ~~workforce~~material atimpact ~~governmental~~on ~~agencies~~our operations. For example, ~~which~~the ~~likely~~staff ~~includes~~of the ~~FDA.~~Department Ifof Government Efficiency (the ~~new~~“DOGE”), ~~administration~~an ~~takes~~executive ~~action~~administrative ~~that~~agency ~~substantially~~created ~~reduces~~by ~~FDA’s~~the ~~workforce,~~second inTrump ~~particular~~Administration, have been provided access to key payment and contracting systems at ~~the~~CMS ~~Center~~to look for ~~Devices~~opportunities for improving efficiency and ~~Radiological~~to ~~Health,~~identify fraud and ineffective use of resources. While we ~~may~~cannot ~~face~~predict ~~significant~~other ~~delay~~actions inof ~~obtaining~~the ~~approval~~DOGE, ifthere ~~required~~is a possibility that additional changes will be made to CMS spending, ~~and~~which ~~subsequently~~could ~~marketing~~ultimately ~~future~~affect ~~product~~our ~~candidates~~financial condition and results of operations.

29In addition, the Trump administration previously issued a memorandum instructing U.S. executive agencies to prepare for reductions in workforce at governmental agencies, which included the FDA. If the current administration takes further actions that substantially reduces FDA’s workforce, in particular, at the Center for Devices and Radiological Health, we may face significant delay in obtaining approval, if required, and subsequently marketing future product candidates.

Further, on July 4, 2025, President Trump signed the One Big Beautiful Bill Act into law which, among other things, is expected to reduce funding to federal healthcare programs and impose additional requirements to be eligible for healthcare, changes that could lead to decreased utilization of Medicare and Medicaid reimbursed items, and could ultimately affect our financial condition and results of operations.

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Additionally, the Protecting Access to Medicare Act (“PAMA”) significantly altered the payment methodology under the Clinical Laboratory Fee Schedule that determines Medicare coverage for laboratory tests. Under PAMA (as amended by the Further Consolidated Appropriations Act, 2020 and the Coronavirus Aid, Relief, and Economic Security Act, respectively) and its implementing regulations, clinical laboratories must report to the CMS, the administrator of CLIA, private payer rates for clinical diagnostic laboratory tests. Laboratories that fail to timely report the required payment information may be subject to substantial civil money penalties. Medicare payments for clinical diagnostic laboratory tests are paid based upon these reported private payer rates. For certain clinical diagnostic laboratory tests that are not designated as advanced diagnostic laboratory tests, initial payment rates will be assigned by the cross-walk or gap-fill methodology. For laboratory tests that are designated as new advanced diagnostic laboratory tests, initial payment rates will be based on the actual list charge for the laboratory test.

If future reimbursement price levels are less than the current price, our revenues and our ability to achieve profitability could be impaired, and the market price of our common stock could decline. Additionally, any decision by CMS or its local contractors to reduce or deny coverage for our tests would have a significant adverse effect on our revenue and results of operations and ability to operate and raise capital. Any such decision could also cause affected clinicians treating Medicare-covered patients to reduce or discontinue the use of our tests.

Because of certain Medicare billing policies, we may not receive complete reimbursement for tests provided to Medicare patients.

Medicare has coverage policies that can be national or regional in scope. Coverage means that the test or assay is approved as a benefit for Medicare beneficiaries. If there is no coverage, neither the supplier nor any other party, such as a diagnostic laboratory, may receive reimbursement from Medicare for the service. Regional policies are directed by Medicare’s regional MACs. Reimbursement for our diagnostic testing may be negatively impacted by ~~California~~ MAC policies and we may not receive complete reimbursement for tests provided to Medicare patients due to such policies.

Long payment cycles of Medicare, Medicaid and other third-party payers, or other payment delays, could hurt our cash flows and increase our need for working capital.

Medicare and Medicaid have complex billing and documentation requirements that we will have to satisfy in order to receive payment. Failure to comply with these requirements and other laws applicable to billing may result in, among other things, non-payment, refunds, exclusion from government healthcare programs, and civil or criminal liabilities, any of which may have a material adverse effect on our revenues and earnings. Similarly, the failure of private health insurers or other private third-party payers to properly process our payment claims in a timely manner could delay our receipt of payment for our diagnostic tests and services, which may have a material adverse effect on our cash flows.

Private health insurance company policies may deny coverage or limit ~~the~~reimbursement ~~amount they will reimburse us~~ for the performance of our diagnostic tests.

Patients who are not covered by Medicare will generally rely on health insurance provided by private health insurance companies. However, private third-party payers often follow Medicare coverage policy and payment limitations in setting their own coverage and payment rates. If we are considered a “non-contracted provider” by a third-party payer, that payer may not reimburse patients for diagnostic tests performed by us, or doctors within the payer’s network of covered physicians may not use our services to perform diagnostic tests for their patients. As a result, we may need to enter into contracts with health insurance companies or other private payers to provide diagnostic tests to their insured patients at specified rates of reimbursement which may be lower than the rates we might otherwise collect.

We will be required to comply with federal and state laws governing the privacy of health information, and any failure to comply with these laws could result in material criminal and civil penalties.

HIPAA sets forth security regulations that establish administrative, physical and technical standards for maintaining the confidentiality, integrity and availability of PHI in electronic form. We also may be required to comply with state laws that are more stringent than HIPAA or that provide individuals with greater rights with respect to the privacy or security of, and access to, their health care records. HITECH established certain health information security breach notification obligations that require covered entities to notify each individual whose PHI is breached.

3031

WeTable ~~may incur significant compliance costs related to HIPAA and HITECH privacy regulations and varying state privacy regulations and varying state privacy and security laws. Given the complexity~~ of HIPAA and HITECH and their overlap with state privacy and security laws, and the fact that these laws are rapidly evolving and are subject to changing and potentially conflicting interpretation, our ability to comply with the HIPAA, HITECH and state privacy requirements is uncertain and the costs of compliance are significant. The costs of complying with any changes to the HIPAA, HITECH and state privacy restrictions may have a negative impact on our operations. Noncompliance could subject us to criminal penalties, civil sanctions and significant monetary penalties as well as reputational damage.Contents

IfWe wemay ~~are~~incur ~~successful~~significant incompliance ~~commercializing~~costs ~~our~~related ~~diagnostic~~to ~~tests,~~HIPAA weand ~~will~~HITECH beprivacy ~~obligated~~regulations toand ~~comply~~varying ~~with~~state ~~numerous~~privacy ~~additional~~regulations ~~federal~~and varying state privacy and security laws. Given the complexity of HIPAA and HITECH and their overlap with state ~~statutes~~privacy and ~~regulations~~security ~~pertaining~~laws, toand ~~our~~the ~~business~~fact that these laws are rapidly evolving and beare subject to ~~government~~changing ~~oversight~~ and ~~scrutiny~~potentially ~~for~~conflicting interpretation, our ~~compliance~~ability to comply with ~~such~~HIPAA, ~~laws.~~HITECH ~~Laboratory~~and state privacy requirements is uncertain and ~~health~~the ~~care~~costs ~~regulatory~~of compliance ~~efforts~~ are ~~expensive~~significant. ~~and~~The ~~time-consuming,~~costs ~~and~~of ~~failure~~complying with any changes to ~~maintain~~the ~~compliance~~HIPAA, ~~with~~HITECH ~~applicable~~and ~~laws~~state ~~could~~privacy ~~result~~restrictions inmay ~~enforcement~~have ~~action~~a ~~which~~negative impact on our operations. Noncompliance could besubject ~~detrimental~~us to ~~our~~criminal ~~business~~penalties, civil sanctions and significant monetary penalties as well as reputational damage.

IfWe we are ~~successful in commercializing any of our diagnostic tests, and particularly if payment becomes available from government or commercial payers for a test, we will be~~ subject to ~~extensive~~numerous ~~and frequently changing~~ federal and state ~~laws~~statutes ~~governing~~and ~~various~~regulations ~~aspects~~pertaining ofto our business. Weand ~~will~~are be subject to ~~ongoing~~government ~~compliance~~oversight ~~with~~and ~~laws~~scrutiny ~~addressing~~for our ~~laboratory~~compliance ~~licensure~~with ~~and~~such ~~certification~~laws. atLaboratory ~~the federal~~ and ~~state~~health ~~level;~~care ~~advertising~~regulatory ~~and~~compliance ~~promotion~~efforts ~~(including~~are ~~laws~~expensive ~~enforced by the Federal Trade Commission);~~ and ~~laws intended to prevent fraud~~time-consuming, ~~waste,~~ and ~~abuse~~failure into ~~healthcare~~maintain ~~programs~~compliance ~~(including,~~with ~~among~~applicable ~~others,~~laws ~~the~~could ~~Anti-Kickback~~result ~~Statute,~~in ~~False~~enforcement ~~Claims~~action ~~Act,~~which ~~EKRA,~~could ~~the~~be ~~Stark~~detrimental ~~Law,~~to ~~and~~our ~~applicable state law equivalents)~~business.

We are subject to extensive and frequently changing federal and state laws governing various aspects of our business, including those related to reimbursements by third-party payers for any of our commercialized diagnostic tests. We are subject to ongoing compliance with laws addressing our laboratory licensure and certification at the federal and state level; advertising and promotion (including laws enforced by the FDA and Federal Trade Commission); and laws intended to prevent fraud, waste, and abuse in healthcare programs (including, among others, the Anti-Kickback Statute, False Claims Act, EKRA, the Stark Law, and applicable state law equivalents).

These laws and regulations are complex and are subject to interpretation by the courts and by government agencies. If one or more such agencies alleges that we may be in violation of any of these requirements, regardless of the outcome, it could damage our reputation and adversely affect important business relationships with third parties. Any action brought against us for violation of these or other laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. If our operations are found to be in violation of any of these laws and regulations, we may be subject to any applicable penalty associated with the violation, including civil and criminal penalties, damages and fines, and in some circumstances we could be required to refund payments received by us from payers, or even be excluded from participation in healthcare programs. Any of the foregoing consequences could seriously harm our business and our financial results.

We plan to adopt policies and procedures designed to comply with applicable laws and regulations. Developing a compliance infrastructure is costly and time-consuming, and even a well-designed and implemented compliance program cannot necessarily prevent all violations of relevant laws. We may be subject to enforcement action based on the actions or omissions of employees or contractors, including our anticipated sales force.

Tariff policies and potential countermeasures could increase our costs and disrupt our global supply chain, which could negatively impact the results of our operations.

President Trump has increased, and has indicated his willingness to continue to increase, the use of tariffs by the U.S. to accomplish certain U.S. policy goals. Such tariffs and any countermeasures could increase the cost of raw materials and components necessary for our operations, disrupt our global supply chain and create additional operational challenges. Further, it is possible that government policy changes and related uncertainty about policy changes could increase market volatility. Because of these dynamics, we cannot predict the impact of any future changes to the U.S.’s or other countries’ trading relationships or the impact of new laws or regulations adopted by the U.S. or other countries on our business. Such changes in tariffs and trade regulations could have a material adverse effect on our financial condition, results of operations and cash flows.

Risks Related to Intellectual Property

We rely primarily on patents and contractual obligations with employees and third parties to protect our proprietary rights. We have sought, and intend to continue to seek, appropriate patent protection for important and strategic components of our proprietary technologies by filing patent applications in the United States and certain foreign countries. We may also use license agreements both to access technologies developed by other companies and universities and to convey certain intellectual property rights to others. Our financial success will depend, in part, on our ability to obtain commercially valuable patent claims, protect our intellectual property rights and operate without infringing upon the proprietary rights of others.

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The patent positions of biotechnology companies, including our patent position, involve complex legal and factual questions, and, therefore, the issuance, scope, validity and enforceability of any patent claims that we may obtain cannot be predicted with certainty. Patents, if issued, may be challenged, deemed unenforceable, invalidated, or circumvented. A third-party may submit prior art, or we may become involved in opposition, derivation, reexamination, inter partes review, post-grant review, supplemental examination, or interference proceedings challenging our patent rights or the patent rights of our licensors or development partners. The costs of defending or enforcing our proprietary rights in these proceedings can be substantial, and the outcome can be uncertain. An adverse determination in any such submission or proceeding could reduce the scope of, or invalidate, our patent rights, allow third parties to commercialize our technology or products and compete directly with us, or reduce our ability to manufacture or commercialize products. Furthermore, if the scope or strength of protection provided by our patents and patent applications is threatened, it could discourage companies from collaborating with us to license, develop or commercialize current or future products. The ownership of our proprietary rights could also be challenged.

Moreover, the issuance of a patent, while presumed valid and enforceable, is not conclusive as to its validity or its enforceability and it may not provide us with adequate proprietary protection or competitive advantages against competitors with similar products. Competitors may also be able to design around our patents. Other parties may develop and obtain patent protection for more effective technologies, designs or methods. ~~We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants, vendors, former employees and current employees.~~

We may not be able to obtain patent protection for our diagnostic tests if our pending U.S. patent applications are found to be directed to unpatentable subject matter.

The U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. For example, recent cases have held that diagnostic methods merely reciting a correlation between a naturally occurring event and a diagnostic outcome associated with that event is not patentable subject matter. If our pending U.S. patent applications are found to be directed to unpatentable subject matter by the USPTO, or any patents issuing from our pending patent applications are invalidated based on these decisions, we may be unable to prevent competitors from using the biomarkers or other subject matter disclosed in the patent applications to develop similar diagnostic tests that would compete with our tests. Additionally, there have been recent proposals for additional changes to the patent laws of the United States and other countries that, if adopted, could impact our ability to enforce our proprietary technology. Depending on future actions by the U.S. Congress, U.S. courts, the USPTO and the relevant law-making bodies in other countries, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.

Changes to the patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our diagnostic tests.

Our success is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the biopharmaceutical industry involves both technological and legal complexity and is costly, time-consuming and inherently uncertain. Patent reform legislation in the United States and other countries, including the Leahy-Smith America Invents Act (“Leahy-Smith Act”), signed into law in September 2011, could increase those uncertainties and costs. The Leahy-Smith Act includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications are prosecuted, redefine prior art and provide more efficient and cost-effective avenues for competitors to challenge the validity of patents. In addition, the Leahy-Smith Act has transformed the U.S. patent system into a “first to file” system, which became effective in March 2013. The Leahy-Smith Act and its implementation may make it more difficult to obtain patent protection for our inventions and increase the uncertainties and costs surrounding the prosecution of our or our collaboration partners’ patent applications and the enforcement or defense of our or our collaboration partners’ issued patents, all of which could harm our business, results of operations and financial condition.

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Other companies or organizations may challenge our patent rights or may assert patent rights that prevent us from developing and commercializing our diagnostic tests.

Any patent applications that we file and any patents that we hold or later obtain could be challenged by third parties and declared invalid or infringing of third-party claims. A patent interference proceeding may be instituted with the USPTO when more than one person files a patent application covering the same technology, or if someone wishes to challenge the validity of an issued patent filed before March 16, 2013. At the completion of the interference proceeding, the USPTO will determine which competing applicant is entitled to the patent, or whether an issued patent is valid. Patent interference proceedings are complex, highly contested legal proceedings, and the USPTO’s decision is subject to appeal. This means that if an interference proceeding arises with respect to any of our patent applications, we may experience significant expenses and delay in obtaining a patent, and if the outcome of the proceeding is unfavorable to us, the patent could be issued to a competitor rather than to us. In addition to interference proceedings, the USPTO can review issued patents at the request of a third party seeking to have the patent invalidated. An inter partes review proceeding allows third parties to challenge the validity of an issued patent where there is a reasonable likelihood of invalidity. This means that patents owned or licensed by us may be subject to administrative review and may be lost if the outcome of the review is unfavorable to us.

Post Grant Review under the Leahy-Smith Act makes available opposition-like proceedings in the United States. As with the USPTO interference proceedings, Post Grant Review proceedings will be very expensive to contest and can result in significant delays in obtaining patent protection or can result in a denial of a patent application. Further, a derivation proceeding may be instituted by the USPTO or an inventor alleging that a patent or application was derived from the work of another inventor.

If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected, and our business would be harmed.

In addition to patents, we rely on trade secrets, know-how, and continuing technological advancement to maintain our competitive position. The molecular diagnostics that we are developing use gene expression classifiers or algorithms, which are mathematical models that weight the biomarkers to produce a score. We will treat the mathematical models as trade secrets. We have also entered into intellectual property, invention, and non-disclosure agreements with our employees, and it is our practice to enter into confidentiality agreements with our consultants. These measures, however, may not prevent the unauthorized disclosure or use of our trade secrets and know-how, or that others may not independently develop similar trade secrets and know-how or obtain access to our trade secrets, know-how, or proprietary technology.

We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and unsuccessful.

Competitors may infringe our patents, trademarks, copyrights or other intellectual property. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time-consuming and divert the time and attention of our management and scientific personnel. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their patents, in addition to counterclaims asserting that our patents are invalid or unenforceable, or both. In any patent infringement proceeding, a court may decide that a patent of ours is invalid or unenforceable, in whole or in part, and that we do not have the right to stop the other party from using the invention at issue. Even if the validity of such patents is upheld, the court may construe the patent’s claims narrowly or decide that we do not have the right to stop the other party from using the invention at issue on the grounds that our patent claims do not cover the invention. An adverse outcome in a litigation or proceeding involving our patents could limit our ability to assert our patents against those parties or other competitors, and may curtail or preclude our ability to exclude third parties from making and selling similar or competitive products. Any of these occurrences could adversely affect our competitive business position, business prospects and financial condition. Similarly, if we assert trademark infringement claims, a court may determine that the marks we have asserted are invalid or unenforceable, or that the party against whom we have asserted trademark infringement has superior rights to the marks in question, in which case, we could ultimately be forced to cease use of such trademarks.

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Even if we establish infringement, the court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, some of our confidential information could be compromised by disclosure during litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common stock. Moreover, we may not have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. Even if we ultimately prevail in such claims, the monetary cost of such litigation and the diversion of the attention of our management and scientific personnel could outweigh any benefit we receive as a result of the proceedings.

We may not be able to enforce our intellectual property rights throughout the world.

Filing, prosecuting and defending patents, if issued, on our diagnostic test candidate in all countries throughout the world would be prohibitively expensive. The requirements for patentability may differ in certain countries, particularly in developing countries. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we may obtain patent protection, but where patent enforcement is not as strong as that in the United States. These products may compete with our diagnostic tests in jurisdictions where we do not have any issued or licensed patents or where any future patent claims or other intellectual property rights may not be effective or sufficient to prevent them from competing with us.

Moreover, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws. Additionally, laws of some countries outside of the United States and Europe do not afford intellectual property protection to the same extent as the laws of the United States and Europe. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of some countries, including India, China and certain developing countries, do not favor the enforcement of patents and other intellectual property rights. This could make it difficult for us to stop the infringement of our patents or the misappropriation of our other intellectual property rights. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. Consequently, we may not be able to prevent third parties from practicing our inventions in certain countries outside the United States and Europe. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection, if our ability to enforce our patents to stop infringing activities is inadequate. These products may compete with our diagnostic test, and our patents, if issued, or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and resources from other aspects of our business. Furthermore, while we intend to protect our intellectual property rights in major markets for our diagnostic test, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may wish to market our diagnostic tests. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate.

There is a substantial amount of intellectual property litigation in the biotechnology and pharmaceutical industries, and we may become party to, or threatened with, litigation or other adversarial proceedings regarding intellectual property rights with respect to our current or future diagnostic test, including interference proceedings before the USPTO, misappropriation claims, or other allegations. The outcome of intellectual property litigation is subject to uncertainties that cannot be adequately quantified in advance. For example, the biotechnology and pharmaceutical industries have produced a significant number of patents, and it may not always be clear to industry participants, including us, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If we were sued for patent infringement, we would need to demonstrate that our diagnostic tests or methods either do not infringe the patent claims of the relevant patent or that the patent claims are invalid or unenforceable, and we may not be able to do this. Proving invalidity is difficult. For example, in the United States, proving invalidity requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents.

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WeTable may not have identified all patents, published applications or published literature that affect our business either by blocking our ability to commercialize our products or potential products, by preventing the patentability of one or more aspects of our products or potential products to us or our licensors, or by covering the same or similar technologies that may affect our ability to market our products and potential products. For example, we (or the licensor of a product or potential product to it) may not have conducted a patent clearance search sufficient to identify potentially obstructing third party patent rights. Moreover, patent applications in the United States are maintained in confidence for up to 18 months after their filing. In some cases, however, patent applications remain confidential in the U.S. Patent and Trademark Office, or the USPTO, for the entire time prior to issuance as a U.S. patent. Patent applications filed in countries outside of the United States are not typically published until at least 18 months from their first filing date. Similarly, publication of discoveries in the scientific or patent literature often lags behind actual discoveries. We cannot be certain that we or our licensors were the first to invent, or the first to file, patent applications covering our products. We also may not know if our competitors filed patent applications for technology covered by our pending applications or if we were the first to invent the technology that is the subject of our patent applications. Competitors may have filed patent applications or received patents and may obtain additional patents and proprietary rights that block or compete with our patents.Contents

InWe ~~addition~~may not have identified all patents, ~~several~~published ofapplications or published literature that affect our ~~employees~~business ~~have~~either ~~executed~~by ~~proprietary~~blocking ~~rights,~~our ~~non-disclosure~~ability ~~and~~to ~~non-competition~~commercialize ~~agreements~~our products or potential products, by preventing the patentability of one or ~~similar~~more ~~agreements~~aspects ~~with~~of ~~their~~our ~~previous~~products ~~employers~~or potential products to us or our licensors, ~~who~~or by covering the same or similar technologies that may ~~allege~~affect ~~these~~our ~~employees~~ability ~~have~~to ~~used~~market orour ~~disclosed~~products ~~intellectual~~and ~~property~~potential products. For example, ~~including~~we ~~trade~~(or ~~secrets~~the licensor of a product or ~~other~~potential ~~proprietary~~product ~~information~~to it) may not have conducted a patent clearance search sufficient to identify potentially obstructing third party patent rights. ~~Even~~Moreover, ifpatent weapplications in the United States are ~~successful~~maintained in ~~these~~confidence ~~proceedings~~for up to 18 months after their filing. In some cases, wehowever, ~~may~~patent ~~incur~~applications ~~substantial~~remain ~~costs~~confidential in the USPTO, ~~and~~for the entire time ~~and~~prior ~~attention~~to issuance as a U.S. patent. Patent applications filed in countries outside of ~~our~~the ~~management~~United ~~and~~States are not typically published until at least 18 months from their first filing date. Similarly, publication of discoveries in scientific ~~personnel~~or ~~could~~patent literature often lags behind actual discoveries. We cannot be ~~diverted~~certain inthat ~~pursuing~~we ~~these~~or ~~proceedings~~our licensors were the first to invent, ~~which~~or ~~could~~the ~~significantly~~first ~~harm~~to ~~our~~file, ~~business~~patent ~~and~~applications ~~operating~~covering ~~results~~our products. We ~~may~~ also may not ~~have~~know ~~sufficient~~if ~~resources~~our tocompetitors ~~bring~~filed ~~these~~patent ~~actions~~applications for technology covered by our pending applications or if we were the first to ainvent ~~successful~~the ~~conclusion~~technology that is the subject of our patent applications. Competitors may have filed patent applications or received patents and may obtain additional patents and proprietary rights that block or compete with our patents.

If we are found to infringe a third party’s intellectual property rights, we may have to pay monetary damages, lose valuable intellectual property rights or personnel, or be forced to cease developing, manufacturing or commercializing the infringing diagnostic test. Alternatively, we may be required to obtain a license from such third party in order to use the infringing technology and continue developing, manufacturing or marketing the infringing diagnostic test. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our diagnostic tests or force us to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated ~~the~~ confidential information or trade secrets of third parties could have a similar negative impact on our business.

Failure to adequately protect, or disputes relating to, trademarks or patents, could harm our business.

We cannot be certain that the legal steps we are taking are sufficient to protect our trademark and patent rights or that, notwithstanding legal protection, others will not infringe or misappropriate our intellectual property rights. In addition, we could come into conflict with third parties over trademark or patent rights, which could result in disruptive and expensive litigation. Challenges to our trademarks or patents could result in significant costs related to the prosecution or defense of the registrations of our trademarks or patents or rebranding if we need to abandon or modify a trademark or patent.

Even if we have or obtain trademarks and patents covering our products, we may still be prevented from making, using, selling, offering for sale, or importing our products or technologies because of the trademark and patent rights of others. Others may have filed, and in the future may file, trademark or patent applications covering technologies or products that are similar or identical to ours. These filings could materially affect our ability to develop or sell our products. Because trademark and patent applications can take many years to issue and are not published for a period of time after filing, there may be currently pending applications unknown to us that may later result in issued trademarks or patents that our products or technologies may infringe. These trademark and patent applications may have priority over trademark and patent applications filed by us.

Patent terms may be inadequate to protect our competitive position on our diagnostic tests for an adequate amount of time.

Given the amount of time required for the development, testing and regulatory review of new diagnostic tests, patents protecting such candidates might expire before or shortly after such candidates are commercialized. We expect to seek extensions of patent terms in the United States and, if available, in other countries where we are prosecuting patents. In the United States, the Drug Price Competition and Patent Term Restoration Act of 1984 permits a patent term extension of up to five years beyond the normal expiration of the patent, which is limited to the approved indication or any additional indications approved during the period of extension. However, the applicable authorities, including the FDA and the USPTO in the United States, and any equivalent regulatory authorities in other countries, may not agree with our assessment of whether such extensions are available, and may refuse to grant extensions to our patents, or may grant more limited extensions than we request. If this occurs, our competitors may be able to take advantage of our investment in development and clinical trials by referencing our clinical and ~~preclinical~~pre-clinical data and launch their product earlier than might otherwise be the case.

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Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to the relevant patent agencies in several stages over the lifetime of the patents and/or applications. The relevant patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent application process. In many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which ~~the~~ failure to comply with the relevant requirements can result in the abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to use our technologies and know-how which could have a material adverse effect on our business, prospects, financial condition and results of operation.

Risks Related to Our Common Stock

AThe ~~material~~market ~~weakness~~price ~~is a deficiency, or combination~~ of ~~deficiencies,~~our incommon ~~internal~~stock ~~control~~has ~~over~~been ~~financial~~and ~~reporting, such that there~~ is alikely ~~reasonable~~to ~~possibility~~continue ~~that~~to ~~a material misstatement of the company’s annual or interim financial statements will not~~ be ~~prevented~~highly orvolatile ~~detected on a timely basis. As of December 31, 2022, management had identified,~~ and ~~during~~could ~~2023~~fluctuate ~~remediated,~~widely ~~a material weakness specifically relating to deficiencies~~ in ~~its~~response ~~internal controls over the review process relating~~ to ~~third-party~~various ~~valuations. While the Company has made improvements to the design of its internal controls~~factors, ~~there~~many ~~can be no assurance that future material weaknesses will not be identified. The occurrence~~ of, orwhich ~~failure to remediate, a material weakness in our internal control over financial reporting or determination that our disclosure controls and procedures~~ are ~~ineffective~~beyond ~~may have other consequences that could materially and adversely affect~~ our ~~business~~control, including ~~an adverse impact on~~ the ~~market price of our common stock, potential actions or investigations by the SEC or other regulatory authorities, shareholder lawsuits, a loss of investor confidence and damage to our reputation.~~following:

•

technological innovations or new products and services by us or by our competitors, including announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships or capital commitments;

•

additions or departures of key personnel;

•

changes in expectations as to our future financial performance;

•

sales of our common stock;

•

our ability to execute our business plan;

•

loss of any strategic relationship;

•

industry developments;

•

changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

•

general market conditions, including market volatility and inflation;

•

fluctuations in stock market prices and trading volumes of similar companies;

•

economic, political and other external factors;

•

period-to-period fluctuations in our financial results;

•

applicable regulatory developments in the United States and foreign countries, both generally or specific to us and our products; and

•

intellectual property, product liability or other litigation against us.

Although publicly traded securities are subject to price and volume fluctuations, it is likely that our common stock will experience these fluctuations to a greater degree than the securities of more established and better capitalized organizations.

Because we do not pay dividends, our stock may not be a suitable investment for anyone who needs to earn dividend income.

We do not pay cash dividends on our common stock. For the foreseeable future we anticipate that any earnings generated in our business will be used to finance the growth of our business and will not be paid out as dividends to our shareholders. Consequently, shareholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.

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Securities analysts may not initiate coverage or continue to cover our common stock, and this may have a negative impact on the market price of our shares.

The market for our common stock will depend, in part, on the research and reports that securities analysts publish about our business and our common stock. We do not have any control over these analysts. Certain securities analysts cover our shares and they could issue reports or recommendations that are unfavorable to the price of our shares, and they could downgrade a previously favorable report or recommendation, and in either case our share price could decline as a result of the report. If one or more of these analysts ceases to cover our shares or fails to publish regular reports on our business, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

You may experience dilution of your ownership interests if we issue additional shares of common stock or preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present shareholders. We are currently authorized to issue an aggregate of 235,000,000 shares of capital stock consisting of 230,000,000 shares of common stock and 5,000,000 “blank check” shares of preferred stock. As of December 31, ~~2024~~2025, there were 1728,~~452~~682,~~824~~844 shares of common stock outstanding, 760,866 shares of common stock reserved for issuance upon the exercise of warrants, ~~342~~3,~~888~~412,814 shares of common stock reserved for issuance upon the exercise of pre-funded warrants, 12,~~091~~251,000 shares of common stock reserved for issuance upon the exercise of options under our equity incentive plan, and ~~100~~852,000 shares of common stock reserved for issuance upon the vesting of restricted stock units under our equity incentive plan. No shares of preferred stock are presently outstanding.

We may issue additional common stock or other securities that are convertible into or exercisable for common stock in order to raise additional capital, or in connection with hiring or retaining employees, directors, or consultants, or in connection with future acquisitions of licenses to technology or diagnostic tests in connection with future business acquisitions, or for other business purposes. The future issuance of any such additional common stock or other securities may create downward pressure on the trading price of our common stock.

We may also issue preferred stock having rights, preferences, and privileges senior to the rights of our common stock with respect to dividends, rights to share in distributions of our assets if we liquidate our company, or voting rights. Any preferred stock may also be convertible into common stock on terms that would be dilutive to holders of common stock.

Our former parent company may sell our shares to raise capital to finance its operations.

Prior to February 17, 2017, we were a consolidated subsidiary of our former parent company Lineage Cell Therapeutics, Inc., formerly known as BioTime, Inc. (“Lineage”). Based on its most recent report of beneficial ownership on Schedule 13D, as of January 8, 2021, Lineage held 3,297,401 shares of our common stock. Lineage has been periodically selling shares of our common stock from its holdings and has announced its intention to continue to sell our shares. The sale of such shares could have a depressing effect on the market value of our common stock and the prices at which we can sell our own shares of common stock to raise capital to support our operations.

We are a “smaller reporting company” under the SEC’s disclosure rules and have elected to comply with the reduced disclosure requirements applicable to smaller reporting companies.

As a smaller reporting company, we have elected to adopt the accommodations for scaled-back disclosure in our SEC filings, resulting in less information about our Company being available compared to other public companies. We are also a non-accelerated filer and are not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. Our internal controls over financial reporting will not receive the level of review provided by the process relating to the auditor attestation included in annual reports of issuers that are subject to these requirements.

We cannot predict if investors will find our common stock less attractive because we are not required to comply with more robust disclosure or the auditor attestation requirements. If investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and trading prices may be negatively affected.

As a public company, we operate in a demanding regulatory environment, which requires us to comply with the Sarbanes-Oxley Act of 2002 and related rules and regulations, expanded disclosure requirements, accelerated reporting requirements and complex accounting rules. Responsibilities imposed by the Sarbanes-Oxley Act include establishing and maintaining corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.

In particular, our compliance with Section 404 of the Sarbanes-Oxley Act has required and will continue to require that we incur substantial accounting-related expenses and expend significant management efforts. Our testing, or the testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls that we would be required to remediate in a timely manner. If we are not able to comply with the requirements of the Sarbanes-Oxley Act, we could be subject to sanctions or investigations by the SEC, the Nasdaq Stock Market or other regulatory authorities, which would require additional financial and management resources and could adversely affect the market price of our securities. Furthermore, if we cannot provide reliable financial reports or prevent fraud, our business and results of operations would likely be materially adversely affected.

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Failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock.

Our shares of common stock are currently listed for trading on The Nasdaq Capital Market under the symbol “IMDX.” If we fail to satisfy the continued listing requirements of The Nasdaq Stock Market, LLC (“Nasdaq”), such as the corporate governance requirements, the shareholder’s equity requirement or the minimum closing bid price requirement, Nasdaq may take steps to delist our common stock. Such a delisting or even notification of failure to comply with such requirements would likely have a negative effect on the price of our common stock and would impair our shareholders’ ability to sell or purchase our common stock when our shareholders wish to do so. In the event of a delisting, we expect that we would take actions to restore our compliance with Nasdaq s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future noncompliance with Nasdaq’s listing requirements.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

We develop and maintain a cyber risk management program designed to identify, assess, manage, mitigate and respond to cybersecurity threats. The program is one component of our enterprise risk management system. The technical, administrative and physical controls underlying our program are based on nationally recognized practices and standards for cybersecurity.

Trusted partners are an important part of our cyber risk management program. We partner with leading cybersecurity advisors and service providers to conduct periodic risk assessments and to monitor and maintain the performance and effectiveness of security controls used in our environment.

In addition, we maintain processes to assess and manage risks relating to third-party service providers, including based on the nature of the engagement with the third party and based on the information and information systems to which the third party will have access. We conduct due diligence before onboarding new service providers and maintain ongoing evaluations to ensure compliance with our security standards.

The Audit Committee of the Board of Directors (the “Audit Committee”) oversees our management of enterprise risks, including cybersecurity risks. Members of the management team, including our IT director and General Counsel, brief the Audit Committee and the Board of Directors on the effectiveness of risk management efforts on ~~at least~~ a ~~semi-annual~~regular basis. ~~In addition, these risks are reviewed by the Board of Directors at least annually.~~

Our cyber risk management program helps mitigate risks that could have a material adverse effect on our business, financial condition, results or operations, cash flows or reputation. See “Risk Factors – Risks Related to Our Business Operations – Security breaches and other disruptions could compromise our information and expose us to liability, and could cause our business and reputation to suffer.”

Item 2. Properties.

Our principal executive and administrative offices and our CLIA-certified laboratory are located in ~~Irvine,~~the ~~California~~Nashville, Tennessee area under amultiple lease ~~arrangement~~arrangements. ~~The~~We ~~Irvine~~maintain ~~lease~~an ~~includes~~aggregate ~~approximately~~of 2612,~~800~~881 square feet of rentable space ~~and~~in ~~expires~~the onNashville ~~October~~area ~~31,~~with ~~2027.~~expiration ~~Effective~~dates inthrough September ~~2023,~~2028. weLab ~~entered~~space ~~into~~represents ~~a sublease agreement with a subtenant to initially sublet~~ approximately 136,~~400~~586 square feet of the total rentable space. Inin ~~June 2025,~~ the ~~portion~~Nashville of area.

37We also have a research and development laboratory and office space located in Göttingen, Germany, under multiple lease arrangements. We maintain an aggregate of 3,455 square feet of rentable space in Germany with expiration dates through September 2030. Lab space represents approximately 2,077 square feet of the total rentable space in Germany.

Our former principal executive and administrative offices were located in Irvine, California under a 26,800 square feet lease that expires on October 31, 2027. Effective in September 2023, we entered into a sublease agreement with a subtenant to initially sublet approximately 13,400 square feet. In June 2025, the portion of the Irvine lease that iswas subleased ~~will~~ automatically ~~increase~~increased to include the remaining portion of the premises, which consists of approximately 13,400 square feet ~~of additional rentable space~~ for a term that will continue to the expiration of the Irvine lease on October 31, 2027. The sublease agreement is subject and subordinate to the Irvine lease. In June 2025, in connection with the subtenant's full usage of the Irvine premises, we relocated our offices to Nashville, Tennessee.

WeSee ~~operate~~Note a6, ~~CLIA-certified~~“Commitments ~~laboratory~~ and ~~have~~Contingencies ~~additional~~– ~~office~~Office ~~space~~and inFacilities ~~Nashville~~Leases,” ~~Tennessee,~~to ~~under~~our ~~lease~~consolidated ~~arrangements.~~financial ~~The~~statements ~~Nashville~~included ~~leases~~elsewhere ~~include~~in ~~10,681~~this ~~square~~Report ~~feet~~for ofadditional ~~rentable~~information ~~space~~regarding ~~and~~our ~~expires~~lease inarrangements ~~January 2027. We also have a research~~ and ~~development facility in Göttingen, Germany~~properties.

~~See Note 6 to our consolidated financial statements included elsewhere in this Report for additional information regarding our lease arrangements and properties.~~39

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Item 3. Legal Proceedings.

From time to time, we may be involved in routine litigation incidental to the conduct of our business. We are not presently involved in any material pending litigation or proceedings. See Note 6, “Commitments and Contingencies – Litigation – General,” to our consolidated financial statements included elsewhere in this Report for additional information ~~regarding commitments and contingencies~~.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

OnOur ~~February~~new 7,common ~~2023,~~stock ~~our~~trading ~~common~~symbol ~~stock~~“IMDX” ~~began~~became ~~trading~~effective on The Nasdaq Capital Market ~~under~~on ~~the~~June ~~symbol~~18, ~~“OCX~~2025.” ~~Previously,~~On asFebruary ~~of March 8~~7, ~~2021~~2023, our common stock ~~was~~began trading on The Nasdaq ~~Global~~Capital Market, ~~and prior to that date, our common stock was traded on The New York Stock Exchange (“NYSE”) American, both previously~~ under the ~~same~~ symbol “OCX.”

Dividends

We have not declared or paid any cash dividends on our common stock. Any future decision to declare or pay dividends will be at the sole discretion of our Board of Directors.

Holders

As of March 1719, ~~2025~~2026, we had approximately ~~182~~170 holders of record of our common stock. This number does not include shareholders whose shares of our common stock are held in “street name” in accounts with securities broker-dealers or other financial institutions or fiduciaries.

Recent Sales of Unregistered Securities

~~None~~On October 24, 2025, November 24, 2025, December 24, 2025, January 26, 2026 and March 16, 2026, we issued to LifeSci Advisors, LLC (“LifeSci”) 1,207 shares, 1,309 shares, 1,375 shares, 1,218 shares and 1,418 shares of our common stock, respectively, in exchange for investor relations services. The shares issued to LifeSci were issued without registration under the Securities Act in reliance on the exemption from registration under Section 4(a)(2).

Repurchases

None.

Item 6. [RESERVED]

Not applicable.

3941

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand our consolidated financial statements for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 included elsewhere in this Report, and highlight certain other information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations. These historical consolidated financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly under “Risk Factors” in Part I, Item 1A. of this Report. For additional information, refer to the section above entitled “Cautionary Note Regarding Forward-Looking Statements.” The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto provided under Part IV, Item 15(a)(1) of this Report.

Overview

We doare ~~this primarily by~~ developing molecular diagnostic test kits ~~that~~designed to empower our customers to run their own tests in-house to participate in the patient-care value chain, which is counter-positioned with the send-out-testing central laboratory model. Our decentralized approach also puts testing in the hands of researchers to enable more studies, which ~~inspires innovation, which~~ we believe, can improve standards of care while also creating demand for more testing. We ~~develop~~believe that combining innovative science with a simple, but disruptive, business model can create substantial value. Our initial targeted customer institutions are hospitals, transplant centers and labs. The decisions to deploy our tests ~~that~~come ~~measure~~from ~~both~~doctors, ~~established~~including ~~biomarkers~~surgeons, nephrologists and oncologists, as well as ~~pioneer~~researchers, ~~the~~pathologists, ~~adoption~~lab ofdirectors, ~~new~~medical directors, department heads, lab managers and ~~more~~chief ~~effective~~medical ~~biomarkers~~officers.

Our ~~customer~~current ~~institutions~~intellectual ~~are~~property ~~hospitals,~~portfolio comprises three general areas: 1) organ transplant, ~~centers~~2) oncology therapy selection, and ~~labs.~~3) ~~The~~oncology ~~decision~~therapy tomonitoring. ~~deploy~~Within ~~our~~these ~~tests~~categories, onwe ~~behalf~~have ofdeveloped ~~patients~~ or ~~research~~are ~~studies~~in ~~supports~~the ~~front~~process ~~line~~of ~~doctors,~~developing ~~including~~LDTs ~~surgeons,~~that ~~nephrologists~~can ~~and~~be ~~oncologists,~~run asat ~~well~~our ~~as researchers~~Franklin, ~~pathologists~~Tennessee laboratory, ~~lab~~kitted ~~directors~~RUO tests, ~~medical~~and ~~directors,~~IVD ~~department~~kitted ~~heads,~~clinical ~~lab~~tests ~~managers,~~that ~~and~~can ~~chief~~be ~~medical~~run ~~officers~~by local labs.

Our ~~operating~~primary ~~premise~~near-term strategic market is organ transplant. We seek to deliver the industry-leading molecular diagnostic test kit for clinical use that ~~democratizing~~decentralizes access to organ health testing tofor ~~foster~~transplant ~~scientific~~patients. ~~innovation~~We ~~and~~expect ~~better~~that ~~treatments~~enabling ~~ultimately~~in-house ~~reduces~~testing will deliver new value to the ~~cost~~market offor ~~care,~~kitted ~~while~~transplant ~~expanding~~rejection testing. We also believe that decentralizing access to transplanted organ rejection testing will bring care closer to the patient and ~~improving~~help ~~outcomes~~hospitals to operate more sustainably, as well as create a rapidly growing, high-margin, recurring business model.

AtiMDx’s ~~the~~flagship ~~heart,~~transplant wetesting ~~are~~technology quantifies a ~~science-driven~~molecular ~~organization~~biomarker ~~that~~known ~~champions~~as ~~scientific~~dd-cfDNA. ~~integrity~~Our ~~and~~scientists ~~inquiry.~~in WeGermany ~~employ~~and ~~world-renowned~~the ~~scientists~~U.S. ~~who~~have ~~generate~~played ~~intellectual~~a ~~property~~critical inrole ~~our~~over ~~strategic~~the ~~target~~past ~~markets.~~decade Wein ~~have~~developing ~~built~~the ~~and~~science ~~acquired~~that anhelped ~~intellectual~~establish ~~property~~dd-cfDNA ~~portfolio~~as ~~that~~a wetrusted ~~believe~~biomarker ~~will~~of ~~enable~~transplanted usorgan torejection. ~~gain~~Under ~~share~~the inGraftAssure™ ~~well-established~~brand, ~~clinical~~iMDx’s ~~and~~transplant ~~research~~diagnostics ~~markets.~~include the following:

•

~~Our~~GraftAssureCore ~~current~~– ~~intellectual~~The ~~property~~company’s ~~comprises three general areas: 1) organ transplant~~LDT, 2)currently ~~oncology~~reimbursed ~~therapy~~by ~~selection~~CMS and 3)performed ~~oncology~~at ~~therapy~~iMDx’s ~~monitoring.~~CLIA ~~Within~~certified ~~these~~laboratory ~~categories, we have developed or are~~ in ~~the process of developing LDTs that can be run at our Nashville~~Franklin, Tennessee ~~lab, kitted RUO tests, and kitted clinical tests that can be run by local labs~~.

•

~~Our~~GraftAssureIQ primary near-term strategic market is organ transplant. Oncocyte’s molecular diagnostic tests are designed to help the industry to better address one of the leading challenges in the transplantation market – ~~which~~An isRUO ~~the~~kit ~~body’s~~intended potential to reject the donor organ. We do this by detecting early evidence of graft organ damage in the blood through assessing a known biomarker known as donor-derived cell-free DNA. GraftAssureCore (Kidney), for example, can find donor kidney damage up to 11 months sooner than other protocols. GraftAssureCore is analytically and ~~clinically~~labeled ~~validated in three major solid organ transplant types (kidney, liver and heart) by peer reviewed international publications. We received a positive coverage decision from MolDx~~ for GraftAssureCore (Kidney) in August of 2023, and it became commercially available for ordering in January 2024 through our CLIA laboratory in Nashville, Tennessee. GraftAssureCore (Kidney) is now broadly available to transplant professionals upon request. In December 2024, we confirmed Medicare reimbursement for also monitoring certain highnon-~~risk~~clinical ~~patients, that is, those with newly developed donor-specific antibodies~~applications.

•

InGraftAssureDx ~~July~~– ~~2024,~~The weIVD ~~began~~kit tocurrently commercialize the technology underlying GraftAssureCore (Kidney) by distributing its sister product, GraftAssureIQ, which is intended to be sold and used for research purposes and is labeled as RUO. We expect to distribute our RUO production through a mix of direct sales, partnering and distribution agreements, and licensing. We have entered into a global strategic partnership agreement with Bio-Rad to collaborate in ~~the~~ development ~~and the commercialization of RUO and IVD kitted transplant products~~ for ~~clinical~~ use ~~(see Note 10, “Collaborative Arrangements,” to our consolidated financial statements included elsewhere~~ in ~~this~~clinical ~~Report for additional information)~~decision-making.

40Our GraftAssure family of assays are performed on a digital PCR instrument that is manufactured by Bio-Rad. Consequently, we have entered into a global strategic partnership agreement with Bio-Rad to collaborate in the development and the commercialization of kitted transplant products for clinical use (see Note 10, “Collaborative Arrangements,” to our consolidated financial statements included elsewhere in this Report for additional information). In May 2025, we sold our first GraftAssureIQ kits to a research laboratory customer (see Note 2, “Revenue Recognition – Kitted Products,” to our consolidated financial statements included elsewhere in this Report for additional information).

Under strict regulatory rules, our kitted tests may not be used in a clinical treatment setting until they have attained IVD clearance from the FDA in the U.S. and In Vitro Diagnostic Medical Devices Regulation approval in the European Union. As such, we are working with these regulatory bodies to attain such clearance and approval, as applicable, supporting future distribution and higher sales of our products for clinical use.42

WeTable ~~also~~of have a laboratory and pharma services lab, certified under the CLIA and accredited by the CAP, in Nashville, Tennessee, and a research and development lab in Göttingen, Germany. Our innovation centers in Nashville and Germany employ world-renowned research scientists who, we believe, are leaders in their fields.Contents

~~Our~~On ~~secondary~~February ~~strategic market is in the field of oncology – namely through diagnostic tests that can measure and predict which patients will best respond to certain types of therapies~~20, ~~as well as provide efficacy monitoring for therapies. For example~~2026, we ~~are~~entered ~~continuing~~into toa ~~develop~~Specimen ~~DetermaIO,~~Collection aAgreement ~~test~~ with ~~promising~~a ~~data~~national ~~supporting~~reference ~~its~~lab ~~potential~~provider. toPursuant ~~help identify patients likely~~ to ~~respond~~the toagreement, ~~checkpoint inhibitor drugs. This new class of drugs modulate~~ the ~~immune~~lab ~~response~~provider ~~and~~will ~~show~~provide ~~activity~~specimen ~~in multiple solid tumor types including non~~collection-~~small~~related ~~cell lung cancer~~services, ~~and~~which ~~triple~~may ~~negative~~include, ~~breast~~among ~~cancer.~~other Athings, ~~kitted research product format of~~ the ~~underlying~~collection, ~~technology~~handling, ~~began~~processing, ~~proof-of-concept~~and ~~development~~delivery ~~in 2023. The application~~ of ~~immunotherapy~~specimens isupon awhich ~~global problem, so~~ we ~~expect~~will ~~partnering~~perform ~~opportunities~~testing ~~for~~with ~~each~~our ofGraftAssureCore ~~our~~test. ~~products~~See asNote ~~they~~13, ~~reach~~“Subsequent ~~clinical~~Events ~~maturity.~~– WeSpecimen ~~also~~Collection ~~expect~~Agreement,” to ~~begin commercializing~~ our ~~oncology~~consolidated ~~product~~financial ~~line,~~statements ~~which~~included ~~includes~~elsewhere ~~DetermaIO,~~in ~~over~~this ~~the~~Report ~~next~~for 15additional ~~months~~information.

~~The~~Under ~~inherent~~strict ~~uncertainties~~regulatory ofrules, ~~developing~~our ~~and~~kitted ~~commercializing~~tests ~~new~~may ~~diagnostic~~not ~~tests~~be ~~for~~used ~~medical~~in ~~use~~a ~~make~~clinical ittreatment ~~impossible~~setting tountil ~~predict~~they have attained marketing authorization from the ~~amount~~FDA offor ~~time~~U.S. sales, and ~~expense~~In ~~that~~Vitro ~~will~~Diagnostic beMedical ~~required~~Devices Regulation approval, for European Union sales. As such, we are working with these regulatory bodies to ~~complete~~attain ~~the~~such ~~development~~clearance and ~~commercialization~~approval, as applicable, supporting future distribution and higher sales of ~~those~~our ~~tests.~~products ~~There~~for isclinical nouse. ~~assurance~~In ~~that~~2025, we ~~will~~started bea ~~successful~~clinical trial in ~~developing~~conjunction ~~new~~with ~~technology~~our orIVD ~~diagnostic~~submission ~~tests,~~for ~~nor~~GraftAssureDx. ~~that~~On ~~any~~March ~~technology~~25, or2026, ~~diagnostic~~we ~~tests~~submitted ~~that~~a wedata ~~may~~package ~~develop~~to ~~will~~the beFDA ~~proven~~seeking ~~safe~~marketing ~~and~~authorization ~~effective~~for inGraftAssureDx, ~~diagnosis~~which ofis ~~cancer~~the inkitted ~~humans~~version orof ~~will~~our betransplanted ~~successfully~~organ ~~commercialized~~rejection monitoring assay. We ~~expect~~believe that our ~~operating~~assays ~~expenses~~ will ~~continue~~perform toacross ~~increase~~multiple iftissue, weor ~~successfully~~organ, ~~complete~~types, ~~the~~and ~~development~~we ofare ~~DetermaIO~~pursuing ~~and~~regulatory ~~commercialize~~authorization ~~this~~in ~~test~~kidneys first.

We also ~~perform~~have ~~other~~a ~~assay~~services lab, certified under the CLIA and accredited by the CAP, in Franklin, Tennessee, and research and development labs in Nashville, Tennessee and ~~clinical~~Göttingen, ~~testing~~Germany. ~~services~~Our ~~for~~innovation ~~pharmaceutical~~centers in Nashville and ~~biotechnology~~Germany ~~companies~~employ ~~through~~research ~~our~~scientists ~~Pharma~~whom ~~Services~~we ~~operations~~believe are leaders in their fields.

WeOur ~~believe~~secondary ~~that~~strategic market is in the ~~experience~~field of ~~our~~oncology. ~~team~~The ~~with~~inherent ~~diverse~~uncertainties ~~technologies~~of ~~through~~developing ~~our~~and ~~Pharma~~commercializing ~~Services~~new ~~activities,~~diagnostic ~~strong~~tests ~~scientific~~for ~~integrity~~medical ~~regarding~~use ~~evidence~~make ~~generation~~it ~~and~~impossible ~~innovation~~to ~~mentality,~~predict ~~alongside~~the ~~our~~amount ~~flexibility~~of intime ~~operations~~ and ~~regulatory~~expense ~~strategy,~~that will ~~drive~~be ~~our~~required ~~success,~~to ~~differentiate~~complete usthe ~~from~~development and commercialization of our ~~competition,~~oncology ~~and~~tests. ~~are~~We ~~foundational~~continue to ~~our~~dedicate ~~future.~~a Weminimum ~~are~~amount ~~focusing~~of onresources ~~executing~~to ~~the~~our ~~technology~~oncology ~~priorities~~assays, ~~discussed~~DetermaIO ~~herein~~and DetermaCNI, ~~which~~although ~~have~~currently ~~evolved~~we do not intend to ~~reflect~~commercialize ~~our~~either ~~operations~~in ~~and~~the ~~strategic~~next ~~vision~~12 months.

We also perform other assay development and clinical testing services for life sciences and biotechnology companies through our Laboratory Services operations.

Recent Developments

At-The-Market Facility

On August 9, 2024, we entered into a sales agreement with a sales agent, pursuant to which the Company may offer and sell from time to time up to an aggregate of $7.5 million of shares of our common stock, through the sales agent through an at-the-market facility (the “August 2024 Offering”). As of December 31, 2024, we received net proceeds from the sale of such shares of approximately $1.7 million. See Note 7, “Common Stock – August 2024 Offering,” to our consolidated financial statements included elsewhere in this Report for additional information. On February 8, 2025, the Company terminated this sales agreement. As a result, the Company may not make any further sales pursuant to such at-the-market facility. See Note 14, “Subsequent Events,” to our consolidated financial statements included elsewhere in this Report for additional information.

February 2025 Offering

On February 10, 2025, we consummated a ~~registered direct offering and concurrent~~ private placement of our securities to certain accredited investors for the issuance and sale of 7,536,706 shares of our common stock and pre-funded warrants to purchase 3,069,926 shares of our common stock, with an exercise price of $0.0001 per share (the “February 2025 Offering”). The purchase price for one common share was $2.05, and the purchase price for one pre-funded warrant was $2.05. Further, on February 10, 2025, we consummated a registered direct offering of our securities to certain investors for the issuance and sale of 3,609,755 shares of our common stock, priced at-the-market under the rules of the Nasdaq. The purchase price for one common share was $2.05. The aggregate gross proceeds from the February 2025 Offering were approximately $29.1 million. ~~See~~After ~~Note~~deducting 14offering expenses of $487,000, ~~“Subsequent~~the ~~Events~~resulting –net ~~Private~~proceeds ~~Placement~~were ~~Transaction”~~approximately ~~and~~$28.7 million. See Note 7, “~~Subsequent~~Common ~~Events~~Stock – ~~Registered~~February ~~Direct~~2025 Offering,” to our consolidated financial statements included elsewhere in this Report for additional information.

41Renaming and Relocation of Principal Executive Office

In June 2025, we changed our name from “Oncocyte Corporation” to “Insight Molecular Diagnostics Inc.” Our new trading symbol “IMDX” became effective on the Nasdaq on June 18, 2025. In addition, in June 2025, we moved our headquarters from Irvine, California, to Nashville, Tennessee. Tennessee is home to our CLIA certified lab and a growing hub for healthcare innovation. On June 13, 2025, we amended and restated our Second Amended and Restated Bylaws solely to reflect the name change.

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February 2026 Offering

On February 12, 2026, we consummated a registered direct offering of our securities to certain investors for the issuance and sale of 3,482,498 shares of our common stock and pre-funded warrants to purchase 1,043,478 shares of our common stock, with an exercise price of $0.0001 per share (the “February 2026 Offering”). The purchase price for one common share was $5.75, and the purchase price for one pre-funded warrant was $5.75, minus the $0.0001 exercise price per pre-funded warrant. The gross proceeds from the February 2026 Offering were approximately $26.0 million. After deducting placement agent fees and offering expenses payable of $1.4 million, the resulting net proceeds were approximately $24.6 million. See Note 13, “Subsequent Events – Registered Direct Offering,” to our consolidated financial statements included elsewhere in this Report for additional information.

Specimen Collection Agreement

On February 20, 2026, we entered into a Specimen Collection Agreement with a national reference lab provider. Pursuant to the agreement, the lab provider will provide specimen collection-related services, which may include, among other things, the collection, handling, processing, and delivery of specimens upon which we will perform testing with our GraftAssureCore test. See Note 13, “Subsequent Events – Specimen Collection Agreement,” to our consolidated financial statements included elsewhere in this Report for additional information.

Results of Operations

Summary Results of Operations

	Years EndedDecember 31,
	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
	(In thousands, except percentage change values)
Net revenue	$	14,~~881~~055		$	1,~~503~~881		$	~~378~~2,174			25116	%
Cost of revenues		1,~~053~~750			1,~~002~~053			51697			566	%
Cost of revenues – amortization of acquired intangibles		887			88			—(81	)		—(92	)%
Research and development		915,~~839~~900			9,~~294~~839			~~545~~6,061			662	%
Sales and marketing		36,~~944~~343			23,~~795~~944			12,~~149~~399			4161	%
General and administrative		10,~~204~~633			1110,~~182~~204			~~(978~~429	)		(94	)%
Change in fair value of contingent consideration		(45,~~275~~946	)		(54,~~762~~275	)		110,~~487~~221			(26239	)%
Impairment losses		4114,~~900~~600			641,~~757~~900			35(27,~~143~~300	)		~~520~~(65	)%
Impairment loss on held for sale assets		~~169~~—			~~1,283~~169			(~~1,114~~169	)		(87100	)%
Loss from operations		(6151,~~041~~124	)		(2561,~~136~~041	)		~~(35~~9,~~905~~917	)		~~143~~(16	)%
Total other income, net		~~378~~902			~~281~~378			97524			35139	%
Loss from continuing operations		(60,663	)		(24,855	)		(35,808	)		144	%
Loss before income taxes		(50,222	)		(60,663	)		10,441			(17	)%
Loss from discontinued operations (Note 13)		—			(2,926	)		2,926			(100	)%
Income taxes		—			—			—			—
Net loss	$	(6050,~~663~~222	)	$	(2760,~~781~~663	)	$	~~(32~~10,~~882~~441	)		~~118~~(17	)%

Results of Operations – Year Ended December 31, ~~2024~~2025 Compared with the Year Ended December 31, ~~2023~~2024

Total net revenue increased to $14.91 million for the year ended December 31, ~~2024~~2025, as compared to $1.59 million in the comparable prior period primarily from ~~Pharma~~Laboratory Services as further discussed below. Future ~~Pharma~~Laboratory Services revenue is expected to be impacted as a result of our shift in strategic focus on commercializing our transplant kitted tests, and deploying our sales personnel toward signing new ~~hospital research~~ laboratory customers.

~~Loss~~Net ~~from~~loss ~~continuing operations~~ was $6050.72 million for the year ended December 31, ~~2024~~2025, compared to $2460.97 million for the comparable prior period. ~~The~~Net loss ~~from~~decreased ~~continuing operations expanded~~ by $3510.84 million ~~mainly~~primarily due to a decrease in impairment ~~charges~~losses ~~for~~and ~~certain~~an increase in~~-process~~ ~~research~~Laboratory ~~and~~Services ~~development~~revenue, ~~(discussed~~which ~~below),~~were partially offset by increases in operating expenses and the change in fair value of contingent consideration,. ~~and~~Further ~~certain~~details ~~other~~related ~~changes~~to inthe ~~operating~~change ~~expenses~~in ~~from~~net ~~continuing~~loss ~~operations~~are as follows:

•

~~Pharma~~Laboratory Services revenue increased by $~~392,000~~2.2 ~~Although~~million. weWe ~~had~~earned aLaboratory ~~decrease~~Services revenue primarily from one existing customer in the ~~number~~amount of ~~contracts~~approximately ~~performed~~$4.0 million during ~~the~~2025. ~~period~~In addition, we earned ~~revenue~~our ~~from~~first ~~one~~Kitted ~~existing~~Products ~~customer~~revenue in the amount of approximately $~~1.5~~24,000 ~~million~~ during ~~the fourth quarter of 2024~~2025. See below for additional revenue information.

•

Cost of revenues increased by $51697,000, primarily related to labor and allocated overhead associated with performing our ~~Pharma~~Laboratory Services, and Kitted Products inventory costs and royalties based on net product sales. See below for additional cost of revenues information.

Cost of revenues - amortization of acquired intangibles was unchanged, and relates to noncash amortization of acquired intangible assets such as our customer relationship intangible assets acquired as part of the Insight merger.44

~~Research~~Table ~~and development expenses increased by $545,000, as we continue development~~ of GraftAssureCore, GraftAsssureIQ, GraftAssureDx, DetermaIO and DetermaCNI. The main drivers of the increase were personnel-related expenses and facilities costs, partially offset by depreciation and amortization, stock-based compensation and severance costs (see below for additional details).Contents

•

~~Sales~~Cost ~~and~~of ~~marketing~~revenues ~~expenses~~- ~~increased~~amortization byof ~~$1.1~~acquired ~~million,~~intangibles ~~primarily~~decreased ~~attributable~~by ~~to continued ramp up in sales~~$81,000. ~~marketing~~This ~~and~~relates ~~advertising activities related~~ to ~~the~~noncash ~~transplant~~amortization ~~business,~~of asour ~~well~~customer asrelationship ~~supporting~~intangible ~~the~~assets ~~commercialization~~acquired ~~efforts~~as ~~within~~part ~~oncology. The main drivers~~ of ~~the~~our ~~increase~~merger ~~were~~with ~~personnel-related expenses~~IGI, ~~depreciation~~which ~~and~~became ~~amortization,~~fully ~~and~~amortized ~~other~~in ~~expenses,~~the ~~which~~first ~~are~~quarter ~~primarily comprised~~ of ~~travel and entertainment, partially offset by facilities costs and stock-based compensation (see below for additional details)~~2025.

•

~~General~~Research and ~~administrative~~development expenses ~~decreased~~increased by $~~978~~6.1 million,~~000~~ as we continue development of GraftAssureCore, ~~primarily~~GraftAssureIQ ~~due~~and toGraftAssureDx. ~~decreases~~The inmain ~~facilities~~drivers ~~costs~~of the increase were professional fees, ~~stock-based~~laboratory ~~compensation~~costs, and ~~severance~~clinical trial costs, partially offset by ~~personnel~~stock-~~related~~based ~~expenses and professional fees~~compensation. See below for additional details.

•

42Sales and marketing expenses increased by $2.4 million, primarily attributable to continued ramp up in sales, marketing and advertising activities related to the transplant business. The main drivers of the increase were personnel-related expenses, depreciation and amortization, marketing and advertising, professional fees, and travel and entertainment. See below for additional details.

•

~~Change~~General inand ~~fair~~administrative ~~value~~expenses ofincreased ~~contingent~~by ~~consideration was a gain of~~ $~~4.3~~429,000, ~~million~~primarily indue ~~2024 compared~~ to aincreases ~~gain of $5.8 million~~ in ~~2023.~~personnel-related ~~This~~expenses ~~change~~and ~~was~~board ~~due~~fees, toand ~~changes~~stock-based incompensation, ~~the~~partially ~~fair~~offset ~~value~~by ~~model~~facilities ~~inputs~~ and ~~revised~~insurance, ~~estimates on if~~ and ~~when~~professional ~~future payouts will occur~~fees. See below for additional ~~information~~details.

•

~~The~~Change ~~current year impairment losses relate to our~~ in~~-process~~ ~~research~~fair ~~and~~value ~~development intangible assets. During the fourth quarter~~ of ~~2024,~~contingent itconsideration was ~~determined~~a ~~that~~loss ~~our~~of ~~DetermaIO and DetermaCNI intangible assets were impaired by~~ $415.9 million ~~(see Note 5 to our consolidated financial statements included elsewhere~~ in ~~this~~2025 ~~Report~~compared ~~for additional information). The prior year impairment losses related~~ to ~~two~~a ~~asset~~gain ~~impairments, including in-process research and development intangible assets~~ of $54.03 million ~~(see~~in ~~Note~~2024. 5This tochange ~~our~~was ~~consolidated~~due ~~financial~~to ~~statements~~changes ~~included elsewhere~~ in ~~this~~the ~~Report~~fair ~~for~~value ~~additional~~model ~~information)~~inputs and ~~leasehold~~revised ~~improvements~~estimates ofon ~~$1.8~~if ~~million~~and ~~(see~~when ~~Note~~future 4payouts towill ~~our~~occur. ~~consolidated~~See ~~financial~~below ~~statements included elsewhere in this Report~~ for additional information).

•

~~Impairment~~For ~~loss~~the onperiods ~~held~~presented, ~~for~~impairment ~~sale~~losses relate to our in-process research and development intangible assets. ~~relates~~During tothe ~~various~~fourth ~~agreements~~quarter toof ~~sell~~2025, ~~laboratory~~it ~~equipment~~was determined that our DetermaIO and ~~the~~DetermaCNI ~~subsequent~~intangible ~~fair~~assets ~~value~~were ~~adjustments~~fully impaired, amounting to $14.6 ~~See~~million. ~~Note~~During 2the fourth quarter of 2024, ~~“Assets~~it ~~Held~~was ~~for~~determined ~~Sale~~that our DetermaIO and ~~Discontinued~~DetermaCNI ~~Operations,”~~intangible assets were impaired by $41.9 million. See Note 5 to our consolidated financial statements included elsewhere in this Report for additional information.

•

~~Total~~Impairment ~~other~~loss ~~income,~~on ~~net~~held ~~increased~~for bysale ~~$97,000,~~assets ~~primarily~~in ~~due~~2024 relates to ~~additional~~various ~~interest~~agreements ~~income~~to ~~and~~sell ~~miscellaneous~~laboratory ~~income~~equipment inand ~~2024~~the ~~compared~~subsequent tofair ~~2023~~value adjustments. See ~~below~~Note 2, “Assets Held for Sale,” to our consolidated financial statements included elsewhere in this Report for additional information.

•

Total other income, net increased by $524,000, primarily due to additional interest income related to higher cash balances from our February 2025 Offering, partially offset by additional foreign currency losses and interest expense related to our financing leases. See below for additional details.

Revenues

The following table shows our ~~service~~ revenues by type:

	Years EndedDecember 31,
	2024		2023		$ Change			% Change
	2025		2024		$ Change			% Change
	(In thousands, except percentage change values)
Pharma Services	$	1,859	$	1,467	$	392			27	%
Laboratory Services	$	4,031	$	1,859	$	2,172			117	%
Laboratory Developed Test Services		22—		3622		(1422	)		(39100	)%
Total	$	1,881	$	1,503	$	378			25	%
Kitted Products		24		—		24			100	%
Total	$	4,055	$	1,881	$	2,174			116	%

~~Pharma~~Laboratory Services are generally performed on a time and materials basis. Upon our completion of the service to the customer in accordance with the contract, we have the right to bill the customer for the agreed upon price (either on a per test or per deliverable basis) and recognize the ~~Pharma~~Laboratory Services revenue at that time, on an accrual basis. ~~Pharma~~Laboratory Services revenues are generated under discrete agreements for particular customer projects that generally expire with the completion or termination of the customer’s project. Accordingly, different customers may account for greater or lesser portions of ~~Pharma~~Laboratory Services during different accounting periods, and ~~Pharma~~Laboratory Services revenues may exhibit a larger variance from accounting period to accounting period than other revenues. ~~such~~Future as Laboratory ~~Developed Test~~ Services revenue. ~~Refer~~is expected to be impacted as a result of our shift in strategic focus on commercializing our transplant kitted tests, and deploying our sales personnel toward signing new laboratory customers. See Note 2, “Revenue Recognition – ~~Pharma~~Laboratory Services ~~Revenue~~” and “Disaggregation of Revenues and Concentrations of Credit Risk,” to our consolidated financial statements included elsewhere in this Report for additional information.

Laboratory Developed Test Services generally relate to payments received from sales prior to the Razor Sale Transaction. We generated revenue from performing DetermaRx tests on clinical samples through orders received from physicians, hospitals, and other healthcare providers. For all payers other than Medicare, we must consider the novelty of the test, the uncertainty of receiving payment, or being subject to claims for a refund, from payers with whom it does not have a sufficient payment collection history or contractual reimbursement agreements. Accordingly, for those payers, we have recognized revenue upon payment. Refer to Note 2, “Revenue Recognition – Laboratory Developed Test Services,” to our consolidated financial statements included elsewhere in this Report for additional information.45

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Laboratory Developed Test Services generally related to payments received from sales prior to the Razor Sale Transaction (see Note 2, “Investments in Privately Held Companies,” to our consolidated financial statements included elsewhere in this Report). We generated revenue from performing DetermaRx tests on clinical samples through orders received from physicians, hospitals, and other healthcare providers. For all payers other than Medicare, we needed to consider the novelty of the test, the uncertainty of receiving payment, or being subject to claims for a refund, from payers with whom iMDx did not have a sufficient payment collection history or contractual reimbursement agreements. Accordingly, for those payers, we recognized revenue upon payment. See Note 2, “Revenue Recognition – Laboratory Developed Test Services,” to our consolidated financial statements included elsewhere in this Report for additional information.

Kitted Products include our GraftAssureIQ RUO kitted tests sold to research laboratory customers, which are clearly labeled and intended for research purposes. GraftAssureIQ is a transplant monitoring assay to measure the dd-cfDNA molecular biomarker. See Note 2, “Revenue Recognition – Kitted Products,” to our consolidated financial statements included elsewhere in this Report for additional information.

Cost of Revenues

Cost of revenues generally consists of cost of materials, direct labor including ~~payroll~~benefits, ~~payroll taxes,~~ bonus, ~~benefit~~ and stock-based compensation, equipment and infrastructure expenses, clinical sample related costs associated with performing ~~Pharma~~Laboratory Services, and Laboratory Developed Test Services, providing deliverables according to our licensing agreements, license fees due to third-parties, amortization of acquired intangible assets, and Kitted Products inventory costs and royalties based on net product sales. Infrastructure expenses include depreciation of laboratory equipment, allocated rent costs, ~~and~~ leasehold improvements, and allocated information technology costs for operations at iMDx’s CLIA-certified laboratory in Tennessee. Costs associated with generating service revenue are recorded as the tests or services are performed regardless of whether revenue was recognized. Royalties or revenue share payments for licensed technology calculated as a percentage of revenues generated using the associated technology, or from product sales, are recorded as expenses at the time the related revenues are recognized. Cost of revenues for ~~Pharma~~Laboratory Services varies depending on the nature, timing, and scope of customer projects.

Research and Development Expenses

A summary of the main drivers of the change in research and development expenses is as follows:

	Years EndedDecember 31,
	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
	(In thousands, except percentage change values)
Personnel-related expenses	$	4,~~352~~417		$	34,~~586~~352		$	~~766~~65			211	%
Depreciation and amortization		1,~~043~~244			1,~~264~~043			~~(221~~201	)		~~(17~~19	)%
Stock-based compensation		~~810~~721			~~1,238~~810			(~~428~~89	)		(3511	)%
Laboratory supplies and expenses		13,~~826~~930			1,~~676~~826			~~150~~2,104			9115	%
Facilities and insurance		~~1,337~~750			~~740~~695			~~597~~55			818	%
Professional fees, legal, and outside services		~~510~~4,265			~~515~~1,152			(53,113	)		(1270	)%
Severance		—			149			(149	)		(100	)%
Travel and entertainment		107			80			27			34	%
Other		(41	)		96			(137	)		(143	)%
Severance		83			—			83			100	%
Clinical trials		2			30			(28	)		(93	)%
Other		82			(121	)		203			(168	)%
Total	$	9,839		$	9,294		$	545			6	%
Clinical trial site fees		301			2			299			14950	%
% of Net Revenue		523	%		618	%					(95	)%
Total	$	15,900		$	9,839		$	6,061			62	%
% of Net Revenue		392	%		523	%					(131	)%

We expect to continue to incur a significant amount of research and development expenses for the foreseeable future. We will continue development of GraftAssureCore, GraftAssureIQ, ~~GraftAssureDx, DetermaIO~~ and ~~DetermaCNI~~GraftAssureDx. Our future research and development efforts and expenses will also depend on the amount of capital that we are able to raise to finance those activities and whether we acquire rights to any new diagnostic tests. A portion of our costs for leasing and operating our CLIA-certified laboratory in Tennessee, and in Germany ~~with Chronix~~, will also be included in research and development expenses to the extent allocated to the development of our diagnostic tests.

WeIn ~~intend~~2025, towe ~~pursue~~started a clinical trial in conjunction with our IVD submission infor ~~2025, supporting our transplant products~~GraftAssureDx. WeOn ~~also~~March ~~may~~25, ~~commence~~2026, ~~clinical trials of DetermaIO if~~ we ~~develop~~submitted ~~that~~a ~~diagnostic~~data ~~test~~package to the ~~point~~FDA ~~where~~seeking wemarketing ~~determine~~authorization ~~that~~for ~~its~~GraftAssureDx, ~~use~~which asis athe ~~clinical~~kitted ~~diagnostic~~version ~~appears~~of toour betransplanted ~~feasible~~organ rejection monitoring assay.

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Sales and Marketing Expenses

A summary of the main drivers of the change in sales and marketing expenses is as follows:

	Years EndedDecember 31,
	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
	(In thousands, except percentage change values)
Personnel-related expenses	$	23,~~691~~803		$	12,~~880~~691		$	~~811~~1,112			4341	%
Depreciation and amortization		~~121~~597			2121			~~119~~476			~~5950~~393	%
Stock-based compensation		~~174~~181			~~241~~174			~~(67~~7	)		~~(28~~4	)%
Facilities and insurance		~~122~~152			~~202~~108			~~(80~~44	)		~~(40~~41	)%
Professional fees, legal, and outside services		~~195~~397			~~163~~209			32188			2090	%
Marketing and advertising		~~257~~582			~~187~~257			70325			37126	%
Other		384			120			264			220	%
Travel and entertainment		503			335			168			50	%
Total	$	3,944		$	2,795		$	1,149			41	%
Other		128			49			79			161	%
% of Net Revenue		210	%		186	%					24	%
Total	$	6,343		$	3,944		$	2,399			61	%
% of Net Revenue		156	%		210	%					(53	)%

We expect to continue to incur sales and marketing expenses ~~during~~for the foreseeable future, asespecially ~~we complete product development and begin commercialization efforts for DetermaIO~~ as ~~a clinical test. Sales and marketing expenses will also increase if~~ we ~~successfully~~continue ~~develop~~to ~~and~~commercialize ~~begin commercializing~~ GraftAssureCore, GraftAssureIQ, ~~GraftAssureDx~~ and ~~DetermaCNI, or if we acquire and commercialize other diagnostic tests~~GraftAssureDx. Our commercialization efforts and expenses will also depend on the amount of capital that we are able to ~~raise~~access to finance commercialization of our tests. Our future expenditures on sales and marketing will also depend on the amount of revenue that those efforts are likely to generate. Because physicians are more likely to prescribe a test for their patients if the cost is covered by Medicare or health insurance, demand for our diagnostic and other tests and our expenditures on sales and marketing are likely to increase if our diagnostic or other tests qualify for reimbursement by Medicare or private health insurance companies.

General and Administrative Expenses

A summary of the main drivers of the change in general and administrative expenses is as follows:

	Years EndedDecember 31,
	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
	(In thousands, except percentage change values)
Personnel-related expenses and board fees	$	34,~~957~~603		$	3,~~461~~957		$	~~496~~646			1416	%
Depreciation and amortization		~~242~~267			~~249~~242			(725	)		(310	)%
Stock-based compensation		~~769~~1,317			~~1,249~~769			~~(480~~548	)		~~(38~~71	)%
Facilities and insurance		~~1,626~~856			21,~~435~~268			(~~809~~412	)		(3332	)%
Professional fees, legal, and outside services		3,~~289~~312			3,~~117~~647			~~172~~(335	)		6(9	)%
Severance		—			441			(441	)		(100	)%
Travel and entertainment		239			170			69			41	%
Other		~~321~~39			~~230~~151			91(112	)		40(74	)%
Total	$	10,~~204~~633		$	1110,~~182~~204		$	~~(978~~429	)		(94	)%
% of Net Revenue		~~542~~262	%		~~744~~542	%					(~~202~~280	)%

Change in Fair Value of Contingent Consideration

We will pay contingent consideration if various payment milestones are triggered under the merger agreements through which we acquired ~~Insight~~IGI and Chronix. ~~See~~In ~~Note~~2025, 3we toearned our ~~consolidated~~first ~~financial~~Kitted ~~statements~~Products ~~included~~revenue, ~~elsewhere~~accordingly inwe ~~this~~began ~~Report~~to pay related royalties to Chronix. Changes in the fair value of the contingent consideration will be based on our reassessment of the key assumptions underlying the determination of this liability as changes in circumstances and conditions occur from the ~~Insight~~IGI and Chronix acquisition dates to the reporting periods being presented, with the subsequent changes in fair value recorded as part of our consolidated results from operations for such periods. See ~~above~~Note ~~Results~~3 ofto ~~Operations~~our ~~explanation~~consolidated financial statements included elsewhere in this Report for additional information.

Other Income and Expenses

Other income and expenses are primarily comprised of interest income, ~~and~~interest expense, and ~~gains/losses~~foreign ~~from~~currency ~~marketable~~gains ~~equity~~and ~~securities,~~losses ~~which were sold in 2023~~ (see Note 2, “~~Marketable~~Foreign ~~Equity~~Currency ~~Securities~~Gains and Losses,” to our consolidated financial statements included elsewhere in this Report). Interest income is earned from money market funds we hold for capital preservation. Interest expense ~~was~~is incurred ~~mainly~~ from our financing lease obligations (see Note 6 to our consolidated financial statements included elsewhere in this Report) and insurance financing activity.

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Income Taxes

We did not record any provision or benefit for income taxes for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, as we had a full valuation allowance for the periods presented. ~~(see~~A valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax assets will not be realized. We established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from our net operating loss carry-forwards and other deferred tax assets. See Note 122, “Income Taxes,” to our consolidated financial statements included elsewhere in this Report) for additional information.

A valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax assets will not be realized. We established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from our net operating loss carry-forwards and other deferred tax assets.

Inflation

Although historically not significant to our results of operations, financial condition and cash flows, we may experience inflationary pressures, primarily in personnel costs, with certain laboratory supplies, ~~and~~ from inventory costs related to certain raw materials, with essential vendors including audit fees and regulatory consultants, and from tariff policies and potential countermeasures. Prices for raw materials may fluctuate based on a number of factors beyond our control, including changes in supply and demand, general economic conditions, labor costs, fuel related delivery costs, competition, import duties, excises and other indirect taxes, currency exchange rates, and government regulation. The extent of any future impacts from inflation on our business and our results of operations will bedepend ~~dependent~~ upon how long elevated inflation levels persist and the extent to which the rate of inflation were to increase, if at all, neither of which we are able to predict. If elevated levels of inflation were to persist or if the rate of inflation were to accelerate, the purchasing power of our cash and cash equivalents may be diminished, our expenses could increase faster than anticipated and we may utilize our capital resources sooner than expected. Due to the highly competitive nature of the healthcare industry and the cost containment efforts of our customers and third-party payors, we may be unable to pass along cost increases for key components or raw materials through higher prices to our customers. Further, given the complexities of the reimbursement landscape in which we operate, our payers may be unwilling or unable to increase reimbursement rates to compensate for inflationary impacts. As such, the effects of inflation may adversely impact our results of operations, financial condition and cash flows. See Note 1, “Business Risks,” to our consolidated financial statements included elsewhere in this Report for additional information about the risks that may impact our business.

Liquidity and Capital Resources

Our foreseeable material cash requirements as of December 31, ~~2024~~2025, are recognized as liabilities in the consolidated balance sheet or generally are otherwise described in Note 6, “Commitments and Contingencies,” to our consolidated financial statements included elsewhere in this Report. ~~Cash~~Our cash requirements are generally derived from our operating and investing activities including expenditures for working capital, human capital, equipment purchases, lease payments, business development, investments in intellectual property, and business combinations. Our office lease obligations (net of sublease payments) and financing lease obligations, and contingent consideration obligations are further described in Note 6 and Note 3, respectively, to our consolidated financial statements included elsewhere in this Report. ~~Historically~~As of December 31, 2025 and 2024, other than certain equity-classified warrants (see Note 7, “Common Stock Purchase Warrants,” to our consolidated financial statements included elsewhere in this Report), we had no off-balance sheet arrangements, and historically we have not entered into any ~~off-balance~~such ~~sheet~~ arrangements other than the noted warrants. As of December 31, ~~2024~~2025 and ~~2023~~2024, we had unrecognized tax benefits totaling $1.16 million and $21.31 million, respectively (see Note 12, “Income Taxes,” to our consolidated financial statements included elsewhere in this Report).

Since formation, we have financed our operations primarily through the sale of our common stock, preferred stock and warrants to acquire common stock (see Note 7 to our consolidated financial statements included elsewhere in this Report). We have incurred operating losses and negative operating cash flows since inception and had an accumulated deficit of $~~350~~400.58 million as of December 31, ~~2024~~2025. At December 31, ~~2024~~2025, we had $811.6 million of cash and cash equivalents. On February 1012, ~~2025~~2026, we raised ~~substantial~~ additional capital as discussed below. WeManagement ~~expect~~anticipates tothat we may continue to incur operating losses and negative operating cash flows for the near future. Although it is difficult to predict our liquidity requirements, based on the going concern evaluation discussed in Note 1, “Liquidity,” to our consolidated financial statements included elsewhere in this Report, management believes that it will have sufficient cash to meet its projected operating requirements for at least the next twelve months following the issuance of these consolidated financial statements.

On ~~April~~February 310, ~~2023~~2025, we ~~entered~~consummated ~~into~~the anFebruary ~~agreement~~2025 ~~with~~Offering. ~~certain~~The ~~members~~aggregate ofgross ~~our~~proceeds ~~Board~~from ofthe ~~Directors,~~February ~~and~~2025 ~~several~~Offering ~~institutional~~were ~~and~~approximately ~~accredited~~$29.1 ~~investors, including Broadwood Partners, L~~million.~~P.,~~ ~~our~~After ~~largest~~deducting ~~shareholder,~~offering ~~relating~~expenses topayable ~~their purchase~~ of ~~an aggregate of up to 2~~$487,~~278~~000,~~121~~ ~~shares~~the ofresulting ~~our~~net ~~common~~proceeds ~~stock~~were atapproximately an$28.7 ~~offering~~million. ~~price~~We ofare ~~$7.08~~using ~~per~~the ~~share~~net toproceeds ~~board~~received ~~members~~for ~~and~~general ~~$6.03~~corporate ~~per~~purposes ~~share~~and toworking ~~the~~capital. ~~other~~See ~~investors~~Note ~~participating~~7, in“Common ~~the~~Stock ~~offering~~– ~~(see~~February ~~Note~~2025 7Offering,” to our consolidated financial statements included elsewhere in this Report). ~~The offering was intended to be priced at-the-market~~ for ~~purposes~~additional ~~of complying with applicable Nasdaq Listing Rules~~information. The aggregate gross proceeds from the offering were approximately $13.9 million before deducting offering expenses payable by us. We used approximately $1.1 million of the net proceeds to immediately redeem an aggregate of 1,064 shares of our Series A Redeemable Convertible Preferred Stock.

On April 15, 2024, we consummated a private placement of our securities to certain accredited investors (the “April 2024 Offering”). The resulting net proceeds were approximately $9.9 million, after deducting offering expenses of $538,000 and deducting $5.4 million for the redemption of all remaining shares of our Series A Redeemable Convertible Preferred Stock. These net proceeds are inclusive of an investment from Bio-Rad (see Note 9 to our consolidated financial statements included elsewhere in this Report), our global strategic partner. See Note 7, “Common Stock – April 2024 Offering,” to our consolidated financial statements included elsewhere in this Report for additional information.48

OnTable ~~August 1, 2024, we filed a shelf registration statement on Form S-3, pursuant to which we registered for sale up to $100.0 million~~ of any combination of our common stock, preferred stock, warrants and/or units from time to time and at prices and on terms that we may determine (the “Primary Shelf Registration Statement”). On August 9, 2024, we entered into a sales agreement with a sales agent, pursuant to which we may offer and sell from time to time up to an aggregate of $7.5 million of shares of our common stock, registered on the Primary Shelf Registration Statement, pursuant to the August 2024 Offering. As of December 31, 2024, we received net proceeds from the sale of such shares of approximately $1.7 million. See Note 7, “Common Stock – August 2024 Offering,” to our consolidated financial statements included elsewhere in this Report for additional information. On February 8, 2025, the Company terminated this sales agreement. As a result, the Company may not make any further sales pursuant to such sales agreement. See Note 14, “Subsequent Events,” to our consolidated financial statements included elsewhere in this Report for additional information.Contents

On ~~October~~February 412, ~~2024~~2026, we consummated ~~a private placement of our securities to certain accredited investors (~~the ~~“October~~February ~~2024~~2026 Offering”). The gross proceeds from the ~~October~~February ~~2024~~2026 Offering were approximately $1026.20 million. After deducting placement agent fees and ~~expenses and~~ offering expenses payable ~~by the Company~~ of $~~836~~1.4 million,~~000,~~ the resulting net proceeds were approximately $924.46 million. We plan to use the net proceeds primarily for general corporate purposes, including but not limited to research and development in the transplantation category. The net proceeds from the offering will allow us to invest in research and development with the goal of expanding our GraftAssure product offering beyond kidney transplant rejection testing into other organs, and most immediately, into heart transplant rejection testing. See Note 713, “~~Common~~Subsequent ~~Stock~~Events – ~~October~~Registered ~~2024~~Direct Offering,” to our consolidated financial statements included elsewhere in this Report for additional information.

OnOur ~~February~~remaining ~~10,~~restricted ~~2025,~~cash webalance ~~consummated~~in the ~~February~~total ~~2025~~amount ~~Offering~~of $1.3 ~~The~~million ~~aggregate~~as ~~gross~~of ~~proceeds~~December ~~from~~31, ~~the~~2025 ~~February~~relates ~~2025~~to ~~Offering~~a ~~were~~bank ~~approximately~~letter ~~$29.1~~of ~~million~~credit required under our Irvine office lease. ~~After~~From ~~deducting~~July ~~offering~~1, ~~expenses~~2025 ~~payable~~and bycontinuing on the ~~Company~~first day of ~~$480~~each calendar month thereafter,~~000,~~ the ~~resulting~~letter ~~net~~of ~~proceeds~~credit ~~were~~will ~~approximately~~be reduced by an amount equal to $2860,714.729 ~~million.~~on ~~See~~each ~~Note~~such 14date, ~~“Subsequent~~until ~~Events~~the –letter ~~Private~~of ~~Placement~~credit ~~Transaction”~~is fully reduced, after which the letter of credit arrangement will terminate and we will have no further obligation to maintain or deliver the letter of credit. See Note 6, “~~Subsequent~~Office ~~Events~~and Facilities Leases – ~~Registered~~Irvine ~~Direct~~Office ~~Offering~~Lease,” to our consolidated financial statements included elsewhere in this Report for additional information.

46We expect that our general operating expenses will be commensurate with the market opportunity as we continue to manage our available cash. Although we intend to market our diagnostic tests in the United States through our own sales force, we are also making marketing arrangements with distributors in other countries. We are exploring a range of other commercialization options in order to enter overseas markets and to reduce our capital needs and expenditures, and the risks associated with the timelines and uncertainty for attaining the Medicare reimbursement approvals that will be essential for the successful commercialization of additional diagnostic tests. Those alternative arrangements could include marketing arrangements with other diagnostic companies through which we might receive a licensing fee and royalty on sales, or through which we might form a joint venture to market one or more tests and share in net revenues, in the United States or abroad.

WeIn ~~expect~~April ~~that~~2024, ~~our~~we ~~general~~entered ~~operating~~into ~~expenses~~a ~~will~~global bestrategic ~~commensurate~~partnership agreement with ~~the~~Bio-Rad ~~market~~to ~~opportunity~~collaborate asin wethe ~~continue~~development toand ~~manage~~the ~~our~~commercialization ~~available~~of ~~cash.~~RUO ~~Although~~and weIVD ~~intend~~kitted totransplant ~~market~~products ~~our~~using ~~diagnostic~~Bio-Rad’s ~~tests~~ddPCR ininstruments ~~the~~and ~~United~~reagents. ~~States~~In ~~through~~November ~~our own sales force~~2024, weiMDx ~~are~~and ~~also~~Bio-Rad ~~beginning~~entered tointo ~~make~~a ~~marketing~~memorandum ~~arrangements~~of understanding with ~~distributors~~respect into ~~other~~such ~~countries.~~agreement Weto ~~may~~establish ~~also~~additional ~~explore~~activities ato ~~range~~be ofperformed ~~other~~by ~~commercialization~~each ~~options~~party inpursuant ~~order~~ to ~~enter~~such ~~overseas~~agreement. ~~markets~~Due ~~and~~ to ~~reduce~~the ~~our~~significance ~~capital~~of ~~needs~~our ~~and~~arrangement ~~expenditures~~with Bio-Rad, ~~and~~we ~~the~~are ~~risks~~dependent ~~associated~~on them with ~~the~~respect ~~timelines~~to ~~and~~many ~~uncertainty~~of ~~for~~our ~~attaining~~ongoing ~~the~~operations ~~Medicare~~and ~~reimbursement~~future ~~approvals~~target ~~that~~performance, ~~will~~which bealso ~~essential~~results ~~for~~in ~~the~~a ~~successful~~concentration ~~commercialization~~in ofthe ~~additional~~volume ~~diagnostic~~of ~~tests.~~business ~~Those~~transacted ~~alternative~~with ~~arrangements~~Bio-Rad. ~~could~~In ~~include~~addition, ~~marketing~~Bio-Rad ~~arrangements~~is ~~with~~a ~~other~~significant ~~diagnostic~~investor ~~companies~~in ~~through~~our ~~which~~common westock. ~~might~~For ~~receive~~more ainformation ~~licensing~~regarding ~~fee~~our transactions and ~~royalty~~business onwith ~~sales~~Bio-Rad, orsee ~~through~~Note ~~which~~9, we“Related ~~might~~Party ~~form~~Transactions” aand ~~joint~~Note ~~venture~~10, to“Collaborative ~~market~~Arrangements,” ~~one~~to orour ~~more~~consolidated ~~tests~~financial ~~and~~statements ~~share~~included inelsewhere ~~net revenues,~~ in ~~the~~this ~~United States or abroad~~Report.

On ~~April~~February 520, ~~2024~~2026, we entered into a ~~global~~Specimen ~~strategic~~Collection ~~partnership~~Agreement ~~agreement~~ with ~~Bio-Rad~~a national reference lab provider. Pursuant to ~~collaborate~~the inagreement, the ~~development~~lab ~~and~~provider ~~the~~will ~~commercialization~~provide ofspecimen ~~RUO~~collection-related ~~and~~services, ~~IVD~~which ~~kitted~~may ~~transplant~~include, ~~products.~~among Onother ~~November~~things, 8the collection, ~~2024~~handling, ~~Oncocyte~~processing, and ~~Bio-Rad~~delivery ~~entered~~of ~~into~~specimens aupon ~~memorandum~~which ofwe ~~understanding~~will perform testing with ~~respect~~our toGraftAssureCore ~~such~~test. The agreement toprovides ~~establish~~for ~~additional~~certain ~~activities~~fees to be ~~performed~~paid byto ~~each~~the ~~party~~lab ~~pursuant~~provider tofor ~~such~~services ~~agreement~~rendered. See Note 1013, “~~Collaborative~~Subsequent ~~Arrangements~~Events – Specimen Collection Agreement,” to our consolidated financial statements included elsewhere in this Report for additional information.

In addition to research, development, sales and marketing expenses, we will incur expenses from leasing and improving our offices and laboratory facilities in the Nashville, Tennessee. ~~During~~area ~~the~~and ~~third~~Göttingen, ~~quarter~~Germany. ofIn ~~2023~~2024 and 2025, we ~~entered~~have ~~into~~expanded aour ~~sublease~~Nashville ~~arrangement~~and ~~for~~Germany ~~our~~facilities ~~main~~by extending and adding new office inand ~~Irvine,~~laboratory ~~California~~leases. In ~~January~~ 2024 and 2025, we ~~expanded~~added ~~our~~various ~~Nashville~~new ~~facility~~laboratory byinstruments ~~adding~~to ~~one~~be ~~new~~used ~~office~~in ~~lease~~our ~~and~~transplant ~~renewing~~operations, ~~and~~under ~~extending~~new ~~our~~financing ~~existing~~ leases or from purchases. ~~During~~As ~~2024~~of December 31, 2025, we ~~added~~have ~~five~~acquired ~~financing~~a ~~leases~~total ~~for~~of ~~certain~~32 ~~laboratory~~new ~~equipment~~lab toinstruments befor ~~used~~use in our transplant operations. As of December 31, 2024, we had a total of seven new lab instruments. See Note 6, “Commitments and Contingencies,” to our consolidated financial statements included elsewhere in this Report for additional ~~leasing~~operating and financing lease information.

We may need to meet significant cash payment or stock obligations to former ~~Insight~~IGI and Chronix shareholders in connection with our acquisition of those companies, as disclosed in Note 3 to the consolidated financial statements included elsewhere in this Report. To meet the future cash payment obligations, we may have to utilize cash on hand that would otherwise be available to us for other business and operational purposes, which could cause us to delay or reduce activities in the development and commercialization of our tests. In 2025, we earned our first Kitted Products revenue, accordingly, we began to pay related royalties to Chronix.

We will need to continue to raise additional capital to finance our operations, including the development and commercialization of our diagnostic tests, and making payments that may become due under our obligations to former Chronix shareholders and former Insight shareholders, until such time as we are able to generate sufficient revenues to cover our operating expenses. Delays in our collaborative arrangement for the development and the commercialization of RUO and IVD kitted transplant products, or delays in obtaining regulatory approval to distribute our products for clinical use, or delays in the development of, or in obtaining reimbursement coverage from Medicare for DetermaIO and other future laboratory tests that we may develop or acquire, could prevent us from raising sufficient additional capital to finance the completion of development and commercial launch of those tests. Investors may be reluctant to provide us with capital until our tests are approved for reimbursement by Medicare or reimbursement by private healthcare insurers or healthcare providers, or until we begin generating significant amounts of revenue from performing those tests.49

~~The~~Table ~~unavailability or inadequacy~~ of financing or revenues to meet future capital needs could force us to modify, curtail, delay, or suspend some or all aspects of our planned operations. Sales of additional equity securities could result in the dilution of the interests of our shareholders. We cannot assure that adequate long-term financing will be available on favorable terms, if at all.Contents

We may need to continue to access additional forms of capital, beyond what is provided by cash flow from operations, to finance our operations, including the development and commercialization of our diagnostic tests, and making payments that may become due under our obligations to former IGI and Chronix shareholders, until such time as we are able to generate sufficient revenues to cover our operating expenses. Delays in our collaborative arrangement for the development and the commercialization of RUO and IVD kitted transplant products, or delays in obtaining regulatory approval to distribute our products for clinical use, or delays in the development of, or in obtaining reimbursement coverage from Medicare for future laboratory tests that we may develop or acquire, could prevent us from raising sufficient additional capital to finance the completion of development and commercial launch of those tests. However, additional financing may not be available on acceptable terms, if at all, including due to difficult conditions in the capital markets, particularly with respect to securities of biotechnology and life sciences companies on the U.S. stock exchanges. Investors may be reluctant to provide us with capital until our tests are approved for reimbursement by Medicare or reimbursement by private healthcare insurers or healthcare providers, or until we begin generating significant amounts of revenue from selling and performing those tests.

The unavailability or inadequacy of financing or revenues to meet future capital needs could force us to modify, curtail, delay, or suspend some or all aspects of our planned operations. Sales of additional equity securities could result in the dilution of the interests of our shareholders.

See Note 1 and Note 7 to our consolidated financial statements included elsewhere in this Report for additional information about our liquidity discussion and equity offerings, respectively.

Cash ~~Used~~Flow infrom ~~Operations~~Operating Activities

During the year ended December 31, ~~2024~~2025, our total research and development expenses were $915.89 million, our sales and marketing expenses were $36.93 million, and our general and administrative expenses were $10.26 million. We also incurred $1.18 million in total cost of revenues, including $887,000 for amortization of intangible ~~expenses~~assets. ~~Consolidated~~Net ~~net~~ loss for the period was $6050.72 million, and our ~~consolidated~~ net cash used in operating activities amounted to $2022.72 million. Our cash used in operating activities during ~~2024~~2025 did not include the following noncash items: $12.62 million in depreciation and amortization expenses, $12.82 million in stock-based compensation, $~~160~~164,000 in other equity compensation expenses, $45.39 million ~~gain~~loss from the change in fair value of contingent consideration, $4114.96 million loss from intangible asset impairments, and ~~$169,000~~unrealized ~~impairment~~foreign ~~loss~~currency onlosses ~~held~~of ~~for sale assets~~$185,000. Net changes in operating assets and liabilities for the period were $12.37 million as ana ~~additional~~source ~~use~~ of additional cash.

47During the year ended December 31, 2024, our total research and development expenses were $9.8 million, our sales and marketing expenses were $3.9 million, and our general and administrative expenses were $10.2 million. We also incurred $1.1 million in total cost of revenues, including $88,000 for amortization of intangible expenses. Net loss for the period was $60.7 million, and our net cash used in operating activities amounted to $20.7 million. Our cash used in operating activities during 2024 did not include the following noncash items: $1.6 million in depreciation and amortization expenses, $1.8 million in stock-based compensation, $160,000 in other equity compensation expenses, $4.3 million gain from change in fair value of contingent consideration, $41.9 million loss from intangible asset impairments, $169,000 impairment loss on held for sale assets, and unrealized foreign currency gains of $4,000. Net changes in operating assets and liabilities for the period were $1.3 million as an additional use of cash.

~~During~~Cash ~~the~~Flow year ended December 31, 2023, our total research and development expenses were $9.3 million, our sales and marketing expenses were $2.8 million, and our general and administrative expenses were $11.2 million. We also incurred $1.1 million in total cost of revenues, including $88,000 for amortization of intangible expenses. Consolidated net loss for the period was $27.8 million, of which $2.9 million was from ~~discontinued~~Investing operations, and our consolidated net cash used in operating activities amounted to $23.3 million. Our cash used in operating activities during 2023 did not include the following noncash items: $1.7 million in depreciation and amortization expenses, $2.8 million in stock-based compensation, $5.8 million gain from change in fair value of contingent consideration, $6.8 million loss from asset impairments, $1.5 million loss related to discontinued operations, $1.3 million loss on disposal and held for sale assets, $127,000 in other equity compensation expenses, and $61,000 in losses from marketable equity securities. Net changes in operating assets and liabilities were $4.0 million as an additional use of cash.Activities

~~Cash~~During ~~Used~~the year ended December 31, 2025, net cash used in ~~Investing~~investing ~~Activities~~activities was $3.2 million from cash paid for construction in progress and purchases of machinery and equipment.

During the year ended December 31, 2024, net cash used in investing activities was $512,000, primarily from cash paid for construction in progress and ~~purchase~~purchases of ~~furniture~~machinery and equipment.

~~During~~Cash ~~the~~Flow ~~year ended December 31, 2023, net cash used in investing activities was $932,000, primarily~~ from ~~cash~~Financing ~~sold in discontinued operations, partially offset by proceeds from the sale of marketable equity securities and equipment.~~Activities

~~Cash~~During ~~Provided~~the year ended December 31, 2025, net cash provided by ~~Financing~~financing ~~Activities~~activities was $28.1 million from $28.7 million of net cash proceeds from the February 2025 Offering, partially offset by repayments of financing lease obligations of $510,000 and taxes paid related to net share settlement of stock-based awards.

During the year ended December 31, 2024, net cash provided by financing activities was $20.4 million from $26.0 million of net cash proceeds from the April 2024 Offering, the August 2024 Offering and the October 2024 Offering, partially offset by the redemption of our remaining Series A Preferred Stock of $5.4 million and repayments of financing lease obligations of $201,000.

During the year ended December 31, 2023, net cash provided by financing activities was $12.2 million, attributable to the $13.4 million of net cash proceeds from the sale of shares of common stock, partially offset by redemption of Series A Redeemable Convertible Preferred Stock of $1.1 million and repayments of financing lease obligations of $117,000.50

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Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with ~~GAAP~~U.S. generally accepted accounting principles. In preparing these financial statements, we make assumptions, judgments and estimates that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly.

We believe that of the significant accounting policies discussed in Note 1 and Note 2 to our consolidated financial statements included elsewhere in this Report, the following accounting policies involve a significant level of estimation uncertainty and require our most difficult, subjective or complex assumptions, judgments and estimates:

•

Going Concern Assessment;

•

Contingent Consideration Liabilities;

•

Intangible Assets;

•

Impairment of Long-Lived Assets;

•

Revenue Recognition and Allowance for Credit Losses;

•

Stock-Based Compensation; and

•

Income Taxes.

Going Concern Assessment

We assess going concern uncertainty in our consolidated financial statements to determine if we have sufficient cash and cash equivalents on hand and working capital, including available loans or lines of credit, if any, to operate for a period of at least one year from the date our consolidated financial statements are issued (the “look-forward period”). As part of this assessment, based on conditions that are known and reasonably knowable to us, we consider various scenarios, forecasts, projections and estimates, including stress tests, and we make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and our ability to delay or curtail those expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, we make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable those implementations can be achieved and we have the proper authority to execute them within the look-forward period. For additional information, ~~refer~~including toour current assessment results, see Note 1 to our consolidated financial statements included elsewhere in this Report.

Contingent Consideration Liabilities

Contingent consideration is estimated and recorded at fair value as of the acquisition date as part of the total consideration transferred. Contingent consideration is an obligation of the acquirer to transfer additional assets or equity interests to the selling shareholders in the future if certain future events occur or conditions are met, such as the attainment of product development milestones. Contingent consideration also includes additional future payments to selling shareholders based on achievement of components of earnings, such as “earn-out” provisions or percentage of future revenues, including royalties paid to the selling shareholders based on a percentage of certain revenues generated.

The fair value of milestone-based contingent consideration was determined using a scenario analysis valuation method which incorporates our assumptions with respect to the likelihood of achievement of the milestones, as defined in the merger agreements, credit risk, timing of the contingent consideration payments and a risk-adjusted discount rate to estimate the present value of the expected payments, all of which require significant management judgment and assumptions. Since the contingent consideration payments are based on nonfinancial, binary events, management believes the use of the scenario analysis method is appropriate.

The fair value of royalty or revenue share-based contingent consideration was determined using a single scenario analysis method to value those payments. The single scenario method incorporates our assumptions with respect to specified future revenues generated over their respective useful lives, credit risk, and a risk-adjusted discount rate to estimate the present value of the expected royalty payments, all of which require significant management judgment and assumptions. Since the royalty-based contingent consideration payments are based on future revenues and linear payouts, management believes the use of the single scenario method is appropriate.

The fair value of contingent consideration after the acquisition date is reassessed by us as changes in circumstances and conditions occur, with the subsequent change in fair value recorded in our consolidated statements of operations. Changes in key assumptions can materially affect the estimated fair value of contingent consideration liabilities and, accordingly, the resulting gain or loss that we record in our consolidated financial statements. During the years ended December 31, 2024 and 2023, we recorded gains of $4.3 million and $5.8 million, respectively, related to the fair value of contingent consideration. As of December 31, 2024 and 2023, total contingent consideration liabilities were $37.9 million and $42.2 million, respectively. For additional information, refer to Note 3 to our consolidated financial statements included elsewhere in this Report.51

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The fair value of contingent consideration after the acquisition date is reassessed by us as changes in circumstances and conditions occur, with the subsequent change in fair value recorded in our consolidated statements of operations. Changes in key assumptions can materially affect the estimated fair value of contingent consideration liabilities and, accordingly, the resulting gain or loss that we record in our consolidated financial statements. During the years ended December 31, 2025 and 2024, we recorded a loss of $5.9 million and a gain of $4.3 million, respectively, related to the fair value of contingent consideration. As of December 31, 2025 and 2024, total contingent consideration liabilities were $43.9 million and $37.9 million, respectively. As of December 31, 2025, a hypothetical 2% increase and 2% decrease in the discount rate would have resulted in total contingent consideration liabilities of $39.7 million and $48.6 million, respectively. For additional information, see Note 3 to our consolidated financial statements included elsewhere in this Report.

Intangible Assets

We consider various factors and risks for potential impairment of in-process research and development (“IPR&D”) intangible assets, including the current legal and regulatory environment and the competitive landscape. Adverse clinical trial results, significant delays or inability to obtain LCD from the Centers for Medicare and Medicaid Services for Medicare reimbursement for a diagnostic test, the inability to bring a diagnostic test to market and the introduction or advancement of competitors’ diagnostic tests could result in partial or full impairment of the related intangible assets. Consequently, the eventual realized value of the IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods. During the period between completion or abandonment, the IPR&D assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if we become aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts.

49During the fourth quarter of 2024, the IPR&D balances were reassessed using the multi-period excess earnings method (“MPEEM”) approach and the results of the valuations noted that the carrying values of certain oncology related IPR&D intangible assets were greater than the fair market values. We recorded a total impairment of $41.9 million during the year ended December 31, 2024. During the fourth quarter of 2025, the IPR&D balances were reassessed using the MPEEM approach and the results of the valuations noted that the carrying values of our oncology related IPR&D intangible assets were greater than the fair market values, resulting in a full impairment of such assets. We recorded a total impairment of $14.6 million during the year ended December 31, 2025. For additional information, see Note 5 to our consolidated financial statements included elsewhere in this Report.

During the first quarter of 2023, due to changes in management and our economic condition, management shifted our business strategy to direct efforts on fewer studies and to transition from tests that are LDTs to RUO sales. Due to the change in strategy, our long range plan forecasts were updated and anticipated future benefits derived from our assets. The change in strategy represent a significant indicator for change in value of our long-lived assets. The original IPR&D balances were reassessed based on the updated long range plan, using the multi-period excess earnings method (“MPEEM”) approach, the results of the valuation noted that the carrying value of certain oncology related IPR&D intangible assets was greater than the fair market value. We recorded an impairment of approximately $5.0 million as of March 31, 2023. During the fourth quarter of 2024, the IPR&D balances were reassessed using the MPEEM approach and the results of the valuations noted that the carrying values of certain oncology related IPR&D intangible assets were greater than the fair market values. We recorded a total impairment of $41.9 million as of December 31, 2024. For additional information, refer to Note 5 to our consolidated financial statements included elsewhere in this Report.

Impairment of Long-Lived Assets

We assess the impairment of long-lived assets, which consists primarily of ~~long-lived intangible assets,~~ right-of-use assets, ~~and~~ machinery and equipment, and finite-lived intangible assets, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. When such events or changes in circumstances are present, we estimate the future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount, we recognize an impairment based on the fair value of such assets. During the ~~years~~year ended December 31, 2024 ~~and 2023~~, we recognized an impairment ~~losses~~loss on held for sale assets of $169,000. ~~and~~We ~~$1.3~~recorded ~~million,~~no ~~respectively~~such impairments during 2025. For additional information, ~~refer~~see to Note 2, “Assets Held for Sale ~~and Discontinued Operations~~,” to our consolidated financial statements included elsewhere in this Report.

Revenue Recognition and Allowance for Credit Losses

~~Pharma~~Laboratory Services

~~Pharma~~Laboratory Services are generally performed under individual scope of work (“SOW”) arrangements or license agreements (together with SOW the “~~Pharma~~Laboratory Services Agreements”) with specific deliverables defined by the customer. ~~Pharma~~Laboratory Services are performed on a (i) time and materials basis or (ii) per test completed basis. Upon completion of the service to the customer in accordance with a ~~Pharma~~Laboratory Services Agreement, we have the right to bill the customer for the agreed upon price (either on a per test or per deliverable basis) and ~~recognizes~~recognize ~~Pharma~~Laboratory Service revenue at that time. ~~Insight~~Depending ~~identifies~~on ~~each~~the ~~sale~~Laboratory ofServices ~~its~~Agreement, ~~Pharma~~we ~~Service~~may ~~offering~~identify the services offered as a single performance obligation., ~~Chronix~~or ~~identifies~~identify the processing of test samples as a separate performance obligation (considered a series) within license agreements ~~with customers~~. Completion of the service and satisfaction of the performance obligation is typically evidenced by acknowledgment of completed services, and access to the report or test made available to the customer or any other form or applicable manner of delivery defined in the ~~Pharma~~Laboratory Services Agreements. However, for certain SOWs under which work is performed pursuant to the customer’s highly customized specifications, we have the enforceable right to bill the customer for work completed, rather than upon completion of the SOW. For those SOWs, we recognize revenue over a period during which the work is performed using a formula that accounts for expended efforts, generally measured in labor hours, as a percentage of total estimated efforts for the completion of the SOW. As performance obligations are satisfied under the ~~Pharma~~Laboratory Services Agreements, any amounts earned as revenue and billed to the customer are included in accounts receivable.

We establish an allowance for credit losses based on the evaluation of the collectability of its Pharma Services accounts receivables after considering a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial condition, reasonable and supportable forecast that affect the collectability of the reported amount, and historical experience. We continuously monitor collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts, if any, based upon its historical experience and any specific customer collection issues that have been identified. Amounts determined to be uncollectible are written off against the credit loss reserve accounts. As of December 31, 2024 and 2023, we had an allowance for credit losses of $16,000 and $5,000, respectively, related to Pharma Services.52

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We establish an allowance for credit losses based on the evaluation of the collectability of its Laboratory Services accounts receivables after considering a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial condition, reasonable and supportable forecast that affect the collectability of the reported amount, and historical experience. We continuously monitor collections and payments from customers and maintain a provision for estimated credit losses and uncollectible accounts, if any, based upon its historical experience and any specific customer collection issues that have been identified. Amounts determined to be uncollectible are written off against the credit loss reserve accounts. As of December 31, 2025 and 2024, we had an allowance for credit losses of $11,000 and $16,000, respectively, related to Laboratory Services.

Stock-Based Compensation

We recognize compensation expense related to ~~share~~stock-based payment awards made to employees, board directors and other non-employees based on estimated fair values. We estimate the fair value of stock-based payment awards on the grant date and recognize the resulting fair value over the requisite service period on a straight-line basis. For stock-based awards that vest only upon the attainment of one or more performance goals, compensation cost is recognized if and when we determine that it is probable that the performance condition or conditions will be, or have been, achieved. For grants with market-based and time-based vesting conditions, the fair value is estimated using the Monte Carlo simulation model, which includes the estimated period to achievement of the performance and market conditions, which are subject to the achievement of the market-based goals established by us and continued employment. We utilize the Black-Scholes option pricing model for determining the fair value of standard time-based stock options. Our determination of fair value of ~~share~~stock-based payment awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. We estimate the expected volatility using our own stock price volatility for a period equal to the expected term of the options. The expected term of options granted is based on our own experience. The risk-free rate is based on the U.S. Treasury rates in effect during the corresponding period of grant. Key inputs and assumptions may change as we continue to develop our Company estimates, experience and key inputs including our expected term, and stock price volatility based on the trading history of our stock in the public market. Changes in these subjective assumptions can materially affect the estimated value of equity grants and the stock-based compensation that we record in our consolidated financial statements. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we recognized total stock-based compensation of $12.82 million and $21.8 million, respectively. For additional information, ~~refer~~see to Note 8 to our consolidated financial statements included elsewhere in this Report.

Income Taxes

We account for income taxes in accordance with Accounting Standards Codification 740, Income Taxes, which prescribes the use of the asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. Our judgments regarding future taxable income may change over time due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If our assumptions and consequently our estimates change in the future, the valuation allowance may be increased or decreased, which may have a material impact on our statements of operations.

The guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities. We will recognize accrued interest and penalties, if any, related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of the financial statement periods presented herein. We account for uncertain tax positions by assessing all material positions taken in any assessment or challenge by relevant taxing authorities. We are currently unaware of any tax issues under review. For additional information, ~~refer~~see to Note 12, “Income Taxes,” to our consolidated financial statements included elsewhere in this Report.

Recent Accounting Pronouncements

The effects of accounting standards adopted in 2025 and the potential effects of accounting standards to be adopted in the future are described in Note 2, “Recent Accounting Pronouncements,” to our consolidated financial statements included elsewhere in this Report.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Under the SEC rules and regulations, as a smaller reporting company, we are not required to provide the information required by this item.

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Item 8. Financial Statements and Supplementary Data.

The financial statements and related financial information required to be filed hereunder are indexed under Item 15 of this report and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~The~~Based ~~Audit~~on ~~Committee,~~information asprovided aby ~~matter~~Marcum ofLLP ~~good governance~~(“Marcum”), ~~invited~~our ~~several~~independent registered public accounting ~~firms~~firm, toCBIZ ~~participate~~CPAs inP.C. an(“CBIZ ~~evaluation~~CPAs”) ~~process~~acquired the attest business of Marcum, effective November 1, 2024. Marcum continued to ~~consider~~serve aas ~~potential~~the ~~audit~~Company’s independent registered public accounting firm ~~rotation~~through April 11, 2025. AsOn aApril ~~result~~11, of2025, ~~this~~the ~~process~~Company terminated its relationship with Marcum as the Company’s independent registered public accounting firm and, with the approval of the Audit Committee ~~approved~~of the ~~engagement~~Company’s Board of ~~Marcum~~Directors, ~~LLP~~engaged CBIZ CPAs on April 16, 2025 as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2023~~2025.

~~The~~Prior ~~Company~~to ~~dismissed~~engaging ~~WithumSmith+Brown~~CBIZ CPAs, PCthe Company did not consult with CBIZ CPAs regarding (~~“Withum”~~i) asthe ~~independent~~application ~~registered~~of ~~public~~ accounting ~~firm~~principles ofto ~~the~~a ~~Company~~specified ontransaction, ~~September~~either 29completed or proposed, ~~2023.~~or ~~Withum’s~~the ~~report~~type of audit opinion that might be rendered on the Company’s consolidated financial statements, asor of(ii) ~~and~~any ~~for~~matter that was either the ~~fiscal~~subject ~~years~~of ~~ended~~a ~~December~~disagreement ~~31,~~(as ~~2021~~described ~~and~~in ~~December~~Item ~~31,~~304(a)(1)(iv) ~~2022,~~of ~~did~~Regulation ~~not~~S-K ~~contain~~and anthe ~~adverse~~related ~~opinion~~instructions) or a ~~disclaimer~~reportable ofevent ~~opinion~~(as ~~and~~described ~~was~~in ~~not~~Item ~~qualified~~304(a)(1)(v) orof ~~modified~~Regulation asS-K toand ~~uncertainty,~~the ~~audit~~related ~~scope or accounting principles~~instructions).

51The report of Marcum regarding the Company’s consolidated financial statements for the fiscal years ended December 31, 2024, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, does not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal ~~years~~year ended December 31, ~~2021~~2024, and ~~December~~through 31April 11, ~~2022~~2025, ~~and~~ the ~~subsequent~~date ~~interim~~of ~~period~~Marcum’s ~~through June 30~~termination, ~~2023,~~ there were (ia) no “disagreements” (as ~~that term is~~ defined in Item 304(a)(1)(iv) of Regulation S-K, and the related instructions) between the Company and ~~Withum~~Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or ~~procedure~~procedures, which disagreements, if not resolved to the satisfaction of ~~Withum~~Marcum, would have caused ~~Withum~~Marcum to make reference to ~~the~~such ~~subject matter of the~~ disagreement in ~~their~~its reports ~~on the financial statements for such years,~~ and (iib) no “reportable events” (as ~~that term is~~ defined in Item 304(a)(1)(v) of Regulation S-K, ~~except~~and ~~for~~ the ~~material weaknesses~~ related to the failure to design and maintain effective controls to address the initial application of complex accounting standards and accounting treatment of non-routine, unusual or complex events and transactions, which material weaknesses were remediated prior to June 30, 2023, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023instructions).

~~The~~Item ~~Company requested that Withum furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein~~9A. ~~Withum’s~~Controls ~~letter~~and ~~dated October 5, 2023 has been incorporated herein by reference under Exhibit 16~~Procedures.~~1 in Item 15 below.~~

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

It is management’s responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Exchange Act. Our management, including our principal executive officer and our principal financial officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of December 31, ~~2024~~2025. Following this review and evaluation, management collectively determined that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our principal executive officer and our principal financial officer, and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025 based on the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, ~~2024~~2025.

Exemption from Attestation Report of Independent Registered Public Accounting Firm

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only Management’s Annual Report because we are a non-accelerated filer.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

(a)

None.

(b)

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions ~~That~~that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

~~Board~~The ofinformation ~~Directors~~required by this item will be contained in our definitive Proxy Statement or an amendment to this Report, which will be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.

~~The~~We ~~board~~have a written Code of ~~directors~~Business ~~(the~~Conduct and Ethics (“~~Board~~Code of Ethics”) that applies to our principal executive officer, our principal financial officer and principal accounting officer, our other executive officers, our other employees, and our directors. The purpose of the Code of Ethics is ~~currently~~to ~~composed~~deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of ~~four~~actual ~~members.~~or ~~Directors~~apparent ~~are~~conflicts ~~elected~~of atinterest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with or submit to the SEC and in our ~~annual~~other ~~meeting~~public ofcommunications; ~~stockholders~~(iii) compliance with applicable governmental rules and ~~serve~~regulations; ~~until~~(iv) prompt internal reporting of violations of the ~~earlier~~Code of Ethics to an appropriate person or persons identified in the ~~next~~Code ~~annual~~of ~~meeting~~Ethics; and (v) accountability for adherence to the Code of ~~stockholders~~Ethics. A copy of our Code of Ethics has been posted on our internet website and can be found at www.imdxinc.com. If we amend or ~~their~~waive ~~resignation~~a provision of our Code of Ethics that applies to our chief executive officer or chief financial officer, ~~removal~~we will post the amended Code of Ethics or ~~death.~~information about the waiver on our internet website.

~~Below~~Information isabout aour ~~list~~compliance with Section 16(a) of the ~~names,~~Securities ~~ages~~Exchange asAct of ~~March~~1934 ~~17,~~reported ~~2025~~under the caption “Delinquent Section 16(a) Reports” in our definitive Proxy Statement or an amendment to this Report, ~~and~~which ~~positions~~will ofbe filed with the ~~individuals~~SEC ~~who~~within ~~currently~~120 ~~serve~~days asafter ~~our~~December ~~Directors:~~31, 2025, and is incorporated herein by reference.

Name	Age	Director Since	Position
Joshua Riggs	43	2023	President and Chief Executive Officer and Director
Andrew Arno	65	2015	Chairman of the Board of Directors
Andrew J. Last	65	2015	Director
Louis E. Silverman	66	2023	Director

Director Biographies

Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director.

Joshua Riggs, 43, joined our Board and began serving as our President and Chief Executive Officer in February 2023. Mr. Riggs previously served as our Interim Chief Executive Officer from December 2022 to February 2023, the Company’s General Manager, Transplant from July 2022 to December 2022, and the Company’s Senior Director Business Development from August 2020 until September 2022. From January 2015 to August 2020, Mr. Riggs was the founder and principal of Intelliger Consulting, an organization devoted to consumer driven healthcare, and from January 2016 to July 2020, he was a principal at Bethesda Group, LLC, a boutique consulting group focused on helping small and mid-stage diagnostic companies and investment groups move emerging diagnostic content and platforms to market. Mr. Riggs received a BA in Interdisciplinary Studies from Adelphi University and an MBA from the University of Mississippi. We believe Mr. Riggs is qualified to serve on our Board because of his previous leadership experiences and involvement with all aspects of the Company’s business and operations.

Andrew Arno, 65, joined our Board in June 2015 and was appointed Chairman of the Board in May 2022. Mr. Arno has over 30 years of experience handling a wide range of corporate and financial matters, primarily including work as an investment banker and strategic advisor to emerging growth companies. Since October 2023, he has served as a Managing Member of Unterberg Legacy Capital, LLC, a merchant bank and multi-family office. He previously served, from 2015 to 2023, as Vice Chairman of Special Equities Group, LLC, a privately held investment banking firm affiliated with Dawson James Securities Inc., and previously with Bradley Woods & Co. Ltd., and Chardan Capital Markets, LLC. From 2013 until 2015, Mr. Arno served as Managing Director of Emerging Growth Equities, an investment banking firm, and was previously President of LOMUSA Limited, an investment banking firm. From 2009 to 2012, Mr. Arno served as Vice Chairman and Chief Marketing Officer of Unterberg Capital, LLC, an investment advisory firm that he co-founded. He was also Vice Chairman and Head of the Equity Capital Markets division of Merriman Capital LLC, an investment banking firm, and served on the board of the parent company, Merriman Holdings, Inc. Mr. Arno currently serves on the boards of directors of XXII Century Group (XXII), a biotechnology company, Smith Micro Software, Inc. (SMSI), a software company, Catheter Precision, Inc. (VTAK), a medical device company and Independa Inc., a privately held software companies. Mr. Arno also serves as Chairman of the Board of Directors of ComHear Inc., a privately held audio technology R&D company. Mr. Arno previously served as a director of Asterias Biotherapeutics, Inc. from August 2014 until it was acquired by Lineage Cell Therapeutics, Inc. (LCTX) in March 2019. Mr. Arno received a BS degree from George Washington University. We believe Mr. Arno is qualified to serve on our Board because of his financial expertise and his experience as a director on other public company boards.

Andrew J. Last, 65, joined our Board in December 2015. Dr. Last shares with our Board his many years of senior management experience commercializing products internationally in the genomics and life-sciences industries. Since 2023, Dr. Last has served on the Board of CellChorus Inc., a technology company that applies artificial intelligence to visually evaluate the performance of immune cells over time. From 2019 to 2024, Dr. Last served as Executive Vice President and Chief Operating Officer of Bio-Rad Laboratories, Inc., a global leader in developing, manufacturing, and marketing a broad range of innovative products for the life science research and clinical diagnostic markets. From December 2017 to April 2019, Dr. Last served as Chief Commercial Officer at Berkeley Lights Inc., a digital cell biology company focused on enabling and accelerating the rapid development and commercialization of biotherapeutics and other cell-based products, and as Chief Operating Officer of Intrexon Corporation, a company using synthetic biology to focus on programming biological systems to alleviate disease, remediate environmental challenges, and provide sustainable food and industrial chemicals from August 2016 to December 2017. From 2010 to 2016, Dr. Last was Executive Vice President and Chief Operating Officer of Affymetrix, a biotechnology company. Before joining Affymetrix, Dr. Last served as Vice President, Global and Strategic Marketing of BD Biosciences and as General Manager of Pharmingen from 2004 to 2010. From 2002 to 2004, Dr. Last held management positions at Applied Biosystems, Inc., including as Vice President and General Manager from 2003 to 2004 and Vice President of Marketing 2002 to 2003. Earlier in his career, he served in a variety of management positions at other companies, including Incyte Genomics and Monsanto. Dr. Last holds PhD and MS degrees with specialization in Agrochemical Chemicals and Bio-Aeronautics, respectively, from Cranfield University, and a BS degree in Biological Sciences from the University of Leicester in the United Kingdom. We believe Dr. Last is qualified to serve on our Board because of his extensive experience holding senior leadership positions within other biopharmaceutical companies and his many years of experience commercializing products in the genomics and life-sciences industries.

Louis E. Silverman, 66, joined our Board in November 2022 and previously served as the Lead Independent Director of the Company from February 2023 to July 2024. Since February 2014, Mr. Silverman has served as the Chairperson and Chief Executive Officer of privately held Hicuity Health, Inc. (formerly known as Advanced ICU Care, Inc.), a health care services company providing remote patient monitoring services to hospitals. From 2014 to 2022, Mr. Silverman served as a director on the board of directors of STAAR Surgical Company, which designs, develops, manufactures, and sells implantable lenses for the eye and companion delivery systems used to deliver the lenses into the eye. From June 2012 through February 2014, Mr. Silverman served as a consultant and board advisor for private equity investors and others regarding health care technology and health care technology service companies, and health care services portfolio investments. From September 2009 through June 2012, Mr. Silverman was Chief Executive Officer of Marina Medical Billing Services, Inc., a revenue cycle management company serving ER physicians nationally. From September 2008 through August 2009, Mr. Silverman served as President and Chief Executive Officer of Qualcomm-backed health care start-up LifeComm. From August 2000 through August 2008, Mr. Silverman served as the President and Chief Executive officer of Quality Systems, Inc., a publicly traded developer of medical and dental practice management and patient records software. From 1993 through 2000, he served in multiple positions, including Chief Operations Officer, of CorVel Corporation, a publicly traded national managed care services/technology company. Mr. Silverman earned a BA from Amherst College and an MBA from Harvard Business School. We believe Mr. Silverman is qualified to serve on our Board because of his extensive experience holding senior leadership and board positions with other public and private companies.

Executive Officers

Below is a list of the names, ages as of March 17, 2025, positions, and a brief account of the business experience of the individuals who serve as our executive officers.

Name	Age	Position
Joshua Riggs	43	President and Chief Executive Officer and Director
James Liu	30	Vice President Accounting, Controller, Treasurer and Principal Accounting Officer
Andrea James	43	Chief Financial Officer

Executive Officer Biographies

The principal occupation and business experience for at least the past five years for our executive officers is as follows:

Joshua Riggs biographical information can be found in the section titled “Item 10. Directors, Executive Officers and Corporate Governance – Director Biographies” and is incorporated by reference herein.

James Liu, 30, was appointed Vice President Accounting, Controller, Treasurer and Principal Accounting Officer of the Company on March 10, 2025, and previously served as the Company’s Senior Director, Controller, Principal Accounting Officer and interim Principal Financial Officer from August 2023 until March 2025. Mr. Liu previously served as Controller and Principal Accounting Officer of the Company since September 2022, after serving as Interim Controller from July 2022 to September 2022 and Manager of Securities and Exchange Commission Reporting and Compliance from July 2021 to July 2022. Prior to that, Mr. Liu was the Accounting Manager of Acacia Research Corporation from November 2020 to July 2021, and Senior Accountant at Gatekeeper Systems, Inc. (“Gatekeeper Systems”) from August 2019 to November 2020. Prior to joining Gatekeeper Systems, Mr. Liu served as Senior Assurance Associate at BDO USA, LLP from October 2016 to August 2019. Mr. Liu holds a BASc degree from the University of California, San Diego, and is a Certified Public Accountant.

Andrea James, 43, has served as the Chief Financial Officer of the Company since June 17, 2024. Previously, Ms. James joined Axon Enterprise in September 2017 as Vice President of Investor Relations. In May 2019, she was promoted to Vice President of Corporate Strategy & Investor Relations. In July 2020, she was promoted to Senior Vice President of Corporate Strategy & Investor Relations. In September 2022, she was promoted to Chief Communications Officer, reporting to the chief financial officer and maintaining her responsibility for investor relations. Ms. James concluded full-time employment at Axon on December 31, 2023, and continued to work as an advisor to Axon through May 2024, to ensure a smooth transition. Previously, Ms. James consulted in a strategic investor relations role for Tesla, Inc., and served as a vice president and senior research analyst for Dougherty & Company (now Colliers Securities), an investment bank, where she researched emerging technologies on behalf of institutional investors. Ms. James holds a B.S. in Computer Information Systems from American University, with a dual-minor in Applied Physics and Communications. She holds an M.S. in Journalism from Northwestern University.

There is no arrangement or understanding between any of the directors or officers identified above and any other person pursuant to which he was selected as a director or officer. None of the directors or officers identified above is, or has been, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company, in each case, required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than as described in the “Certain Relationships and Related Transactions, and Director Independence” section below.

Director Independence

Our Board has reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly. Based upon this review, our Board has determined that the following directors are “independent directors” as defined by The Nasdaq Stock Market:

Louis E. Silverman

Andrew J. Last

Andrew Arno

Board Committees

Our Board has an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee.

The Audit Committee consists of Andrew J. Last (Chair), Andrew Arno and Louis E. Silverman.

The Compensation Committee consists of Louis E. Silverman (Chair), Andrew Last and Andrew Arno.

The Nominating/Corporate Governance Committee consists of Andrew Arno (Chair), Louis E. Silverman and Andrew J. Last.

Audit Committee

The purpose of the Audit Committee is to recommend the engagement of our independent registered public accountants, to review their performance and the plan, scope, and results of the audit, and to review and approve the fees we pay to our independent registered public accountants. The Audit Committee also will review our accounting and financial reporting procedures and controls. The Audit Committee has a written charter that requires the members of the Audit Committee to be directors who are independent in accordance with the applicable Nasdaq Rules and Rule 10A-3 under the Exchange Act. A copy of the Audit Committee Charter has been posted on our internet website and can be found at www.Oncocyte.com.

All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that each of Andrew J. Last and Louis E. Silverman is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication under the applicable rules and regulations of Nasdaq. All of the members of our Audit Committee are independent directors as defined under the applicable rules and regulations of the SEC and Nasdaq.

Compensation Committee

The Compensation Committee oversees our compensation and employee benefit plans and practices, including executive compensation arrangements and incentive plans and awards of stock options and other equity-based awards under our equity plans, including the Oncocyte Corporation Amended and Restated 2018 Equity Incentive Plan (as amended and restated, the “Incentive Plan”). The Compensation Committee will determine or recommend to the Board the terms and amount of executive compensation and grants of equity-based awards to executives, key employees, consultants, and independent contractors. The Chief Executive Officer may make recommendations to the Compensation Committee concerning executive compensation and performance, but the Compensation Committee makes its own determination or recommendation to the Board with respect to the amount and components of compensation, including salary, bonus and equity awards to executive officers, generally taking into account factors such as company performance, individual performance, and compensation paid by peer group companies. A copy of the Compensation Committee Charter has been posted on our internet website and can be found at www.Oncocyte.com.

Oncocyte may engage compensation consultants from time to time to provide advice to management and the Compensation Committee, including with regard to market survey information and competitive market trends in employee, executive and directors’ compensation programs.

Nominating/Corporate Governance Committee

The purpose of the Nominating/Corporate Governance Committee is to recommend to the Board individuals qualified to serve as directors and on committees of the Board, and to make recommendations to the Board on issues and proposals regarding corporate governance matters. The Nominating/Corporate Governance Committee also oversees compliance with, and all requests for waivers of, our Code of Ethics, and under our Interested Persons Transaction Policy reviews for approval transactions between us and our executive officers, directors, and stockholders who beneficially own 5% or more of our outstanding shares of common stock.

The Nominating/Corporate Governance Committee will consider nominees for election as directors proposed by stockholders, provided that they notify the Nominating/Corporate Governance Committee of the nomination in proper written form, either by personal delivery or by United States registered mail, to our corporate Secretary at our principal executive offices no earlier than the close of business on the 120th calendar day and no later than the close of business on the 90th calendar day prior to the anniversary date of the immediately preceding annual meeting of stockholders. If the current year’s annual meeting is called for a date that is more than 30 days before or more than 60 days after the anniversary of the immediately preceding annual meeting of stockholders, notice must be received not later than the close of business on the 10th calendar day following the day on which we first make a public announcement of the date of the annual meeting of stockholders. To be in proper written form, the notice from a stockholder must include the information required by our bylaws. A copy of the Nominating/Corporate Governance Committee Charter has been posted on our internet website and can be found at www.Oncocyte.com.

The Board and the Nominating/Corporate Governance Committee have not set any specific minimum qualifications that a prospective nominee would need in order to be nominated to serve on the Board. Rather, in evaluating any new nominee or incumbent director, the Nominating/Corporate Governance Committee will consider whether the particular person has the knowledge, skills, experience, and expertise needed to manage our affairs in light of the skills, experience, and expertise of the other members of the Board as a whole. The Committee will also consider whether a nominee or incumbent director has any conflicts of interest with Oncocyte that might conflict with our Code of Ethics or that might otherwise interfere with their ability to perform their duties in a manner that is in the best interest of Oncocyte and its stockholders. The Committee will also consider whether including a prospective director on the Board will result in a Board composition that complies with (a) applicable state corporate laws, (b) applicable federal and state securities laws, and (c) the rules of the SEC and each stock exchange on which our shares are listed.

The Board and the Nominating/Corporate Governance Committee have not adopted specific policies with respect to a particular mix or diversity of skills, experience, expertise, perspectives, and background that nominees should have. However, the present Board was assembled with a focus on attaining a Board comprised of people with substantial experience in bioscience, the pharmaceutical or diagnostic industry, corporate management, and finance. The Board believes that this interdisciplinary approach best suits our needs at this particular stage, as we work to develop and commercialize diagnostic tests.

Board Leadership Structure

Our leadership structure bifurcates the roles of Chief Executive Officer and Chairman of the Board. Andrew Arno currently serves as Chairman of the Board, and serves as a liaison between the Board and our Chief Executive Officer. The Chairman of the Board also interfaces with our other non-management directors with respect to matters such as the members and chairs of Board committees, other corporate governance matters, and strategic planning.

Our Board believes this division of responsibility is an effective approach for addressing the risks we face and increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. All of our Board committees are comprised of only independent directors. All Board committees are chaired by independent directors who report to the full Board whenever necessary. We believe this leadership structure helps facilitate efficient decision-making and communication among our directors and fosters efficient Board functioning at meetings.

The Board’s Role in Risk Management

The Board has an active role, as a whole, in overseeing management of the risks of our business. The Board regularly reviews information regarding our credit, liquidity, and operations, as well as the risks associated with our research and development activities, regulatory compliance with respect to the operation of our CLIA laboratories, and our plans to expand our business. The Audit Committee provides oversight of our financial reporting processes and the annual audit of our financial statements. In addition, the Nominating/Corporate Governance Committee reviews and must approve any business transactions between Oncocyte and its executive officers, directors, and stockholders who beneficially own 5% or more of our outstanding shares of common stock.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Family Relationships

There are no family relationships among our directors or executive officers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and each person who owns more than ten percent of a registered class of our equity securities (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and our other equity securities. Reporting Persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2024 and written representations that no other reports were required, the Company believes that each person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than ten percent of the Company’s common stock complied with all Section 16(a) filing requirements during such fiscal year.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to our principal executive officer, our principal financial officer and accounting officer, our other executive officers, and our directors. The purpose of the Code of Ethics is to deter wrongdoing and to promote the conduct of all Oncocyte business in accordance with high standards of integrity, including, among other things: (i) compliance with applicable governmental laws, rules, and regulations; (ii) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (iii) the prompt internal reporting of any suspected violations of the Code of Ethics to appropriate persons or through Oncocyte’s Compliance Hotline/Helpline; (iv) complete cooperation in the investigation of reported violations and the provision of truthful, complete and accurate information; and (v) accountability for adherence to the Code of Ethics. A copy of our Code of Ethics has been posted on our internet website and can be found at www.Oncocyte.com. We intend to disclose any future amendments to certain provisions of our Code of Ethics, and any waivers of those provisions granted to our principal executive officers, principal financial officer, principal accounting officer or controller or persons performing similar functions, by posting the information on our website within four business days following the date of the amendment or waiver.

Insider Trading Policy and Hedging Transactions

We have adopted an Insider Trading Policy that prohibits our employees, including our officers, directors, and their designees from engaging in short sales of Oncocyte securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery), or other hedging or monetization transactions with respect to Oncocyte securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments.

Clawback Policy

In November 2023, we adopted a Clawback Policy to create greater accountability for our executive officers and employees. Under the policy, if we are required to prepare an accounting restatement of our financial statements due to material noncompliance with any financial reporting requirement under the securities laws, we will require reimbursement or forfeiture of any incentive compensation that exceeds the amount of incentive compensation that would have otherwise been received had it been determined on the restated performance metrics and/or restated financial statements received by executive officers and certain other employees during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.

Our Board believes the adoption of our Clawback Policy is consistent with our executive compensation philosophy and objectives, and in furtherance of the Board’s intention to follow sound corporate governance practices.

Item 11. Executive Compensation.

~~Smaller~~The ~~Reporting~~information ~~Company~~required by this item will be contained in our definitive Proxy Statement or an amendment to this Report, which will be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.

We are a “smaller reporting company” as defined in the rules and regulations of the SEC. As a smaller reporting company we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not smaller reporting companies. Accordingly, this Report includes reduced disclosure about our executive compensation arrangements.

Summary Compensation Table

The following table shows compensation awarded to, paid to or earned by, (1) the Company’s principal executive officer, (2) the Company’s most highly compensated executive officer other than the principal executive officer and (3) up to two individuals who would have qualified as one of the Company’s two most highly compensated executive officers other than the principal executive officer but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year; during the fiscal years ended December 31, 2024 and 2023 (collectively, the “Named Executive Officers”).

Name and Principal Position	Year	Salary		Bonus			Stock Awards(1)			Option Awards(1)			All Other Compensation(2)		Total
Joshua Riggs	2024	$	385,018	$	166,400		$	—		$	209,709	(4)	$	24,950	$	786,077
President and Chief Executive Officer(3)	2023	$	339,846	$	117,000	(5)	$	—		$	220,284	(6)	$	47,780	$	724,910
Andrea James	2024	$	175,165	$	72,800		$	173,000	(8)	$	330,000	(9)	$	7,898	$	758,863
Chief Financial Officer(7)	2023	$	—	$	—		$	—		$	—		$	—	$	—
James Liu	2024	$	204,457	$	63,900		$	—		$	23,301	(10)	$	12,270	$	303,928
Senior Director, Controller and Principal Accounting Officer	2023	$	191,360	$	52,900		$	—		$	44,681	(11)	$	15,572	$	304,513
Ekkehard Schütz	2024	$	370,356	$	166,800		$	—		$	81,554	(12)	$	14,858	$	633,568
Chief Science Officer	2023	$	242,028	$	132,700		$	—		$	165,892	(13)	$	34,547	$	575,167

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. 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.

Time-based 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 February 7, 2023, our common stock began trading on the Nasdaq Capital Market under the symbol “OCX.” Previously, our common stock traded under the same symbol on The Nasdaq Global Market since March 8, 2021, and prior to that, on the NYSE American. For stock awards 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. The fair value of the stock awards was measured using Black-Scholes option-pricing model assuming that performance goals will be achieved for the performance-based stock awards, and the Monte Carlo simulation model for the market-based vesting conditions.

Other compensation consists primarily of employer contributions to employee accounts under our 401(k) plan. See Executive Employment Agreements, Change of Control Provisions and Separation Payments – Separation Payments for more information.

In December 2022, Mr. Riggs was appointed Interim President and Chief Executive Officer and was later appointed President and Chief Executive Officer in February 2023.

In May 2024, Mr. Riggs was granted 90,000 stock options exercisable at an exercise price of $2.76 per share.

In January 2023, Mr. Riggs was granted 12,874 stock options exercisable at an exercise price of $9.26 per share. In June 2023, Mr. Riggs was granted 17,500 stock options exercisable at an exercise price of $4.26 per share. In August 2023, Mr. Riggs was granted 40,000 stock options exercisable at an exercise price of $3.34 per share. Mr. Riggs was also granted 5,821 stock options in February 2023, exercisable at an exercise price of $7.80 per share, that were deemed earned in 2022.

Includes $56,880 in cash and 5,821 stock options exercisable at an exercise price of $7.80 per share.

Ms. James was appointed as the Company’s Chief Financial Officer on June 17, 2024.

In June 2024, Ms. James was granted 100,000 RSUs.

In June 2024, Ms. James was granted 200,000 stock options exercisable at an exercise price of $2.76 per share.

In May 2024, Mr. Liu was granted 10,000 stock options exercisable at an exercise price of $2.76 per share.

In January 2023, Mr. Liu was granted 2,853 stock options exercisable at an exercise price of $9.26 per share. In February 2023, Mr. Liu was granted 8,482 stock options exercisable at an exercise price of $3.11 per share.

In May 2024, Dr. Schütz was granted 35,000 stock options exercisable at an exercise price of $2.76 per share.

In January 2023, Dr. Schütz was granted 12,873 stock options exercisable at an exercise price of $9.26 per share. In February 2023, Dr. Schütz was granted 6,044 stock options exercisable at an exercise price of $7.80 per share. In August 2023, Dr. Schütz was granted 20,000 stock options exercisable at an exercise price of $3.34 per share.

Employment Agreements

Joshua Riggs

We entered into an amended and restated employment agreement dated as of June 6, 2023, effective as of May 1, 2023, and as amended on July 13, 2023 (as amended, the “Riggs Employment Agreement”) with Mr. Riggs, related to his services with the Company.

The Riggs Employment Agreement provides for (i) a base salary of $360,000 per annum (pro-rated for partial years), (ii) a target bonus opportunity of fifty percent (50%) of Mr. Riggs’ base salary, and (iii) eligibility to participate in employee benefit programs and plans offered by the Company. On May 30, 2024, Board approved increases to the annual base salary of Mr. Riggs from $360,000 to $400,000, effective May 20, 2024. On March 4, 2025, the Board approved an increase to the annual base salary of Mr. Riggs from $400,000 to $420,000, effective March 10, 2025.

Pursuant to the Riggs Employment Agreement, on June 9, 2023, Mr. Riggs received options to purchase 350,000 shares of Company common stock (the “CEO Options”) under the Incentive Plan. The CEO Options have an exercise price per share equal to $2.76 and expire 10 years from the date of grant. The vesting of the CEO Options is as follows: 25% of the options vested on June 9, 2024, and the balance of the options vested or will vest thereafter in thirty-six (36) substantially equal monthly installments, subject to Mr. Riggs’ continued employment with the Company and compliance with any restrictive covenants by which he is bound on each applicable vesting date.

In the event Mr. Riggs’ employment is terminated by the Company without Cause (as defined in the Riggs Employment Agreement) (excluding due to death or disability) or by Mr. Riggs for Good Reason (as defined in the Riggs Employment Agreement), in addition to any accrued but unpaid base salary and any other vested benefits (the “Accrued Obligations”), subject to the execution of a release of claims and Mr. Riggs’ continued compliance with any restrictive covenants by which he may be bound, Mr. Riggs will be entitled to receive: (i) an amount equal to twelve (12) months of Mr. Riggs’ base salary, payable at Company’s sole discretion either (x) in a lump sum on the first payroll date following the sixtieth (60th) day following the date of termination or (y) in twelve (12) equal monthly installments during the twelve (12) months following the date of termination; (ii) a pro-rated annual bonus based for the year of termination based on actual performance; (iii) reimbursement of health care premiums for up twelve (12) months following the date of termination; and (iv) accelerated vesting of the next vesting tranche of any outstanding time-based equity awards. In the event Mr. Riggs’ employment is terminated due to death, by the Company due to Disability (as defined in the Riggs Employment Agreement) or for Cause, or by Mr. Riggs’ without Good Reason, Mr. Riggs will receive the Accrued Obligations.

The Riggs Employment Agreement also contains customary restrictive covenants, including restrictions related to non-solicitation, competitive activities, non-publicity, non-disparagement and cooperation. In addition, in connection with entering into the Riggs Employment Agreement, Mr. Riggs also entered into (i) an employee confidential information and inventions assignment agreement, and (ii) the Company’s standard form indemnification agreement for officer and directors of the Company.

On March 9, 2025, the Board approved a one-time grant under the Incentive Plan of $600,000 of RSUs to Mr. Riggs, subject to a maximum of 200,000 RSUs, which shall have a grant date of the second full trading day after the release of the Company’s financial results for the quarter and fiscal year ended December 31, 2024, with one-fourth of the RSUs shall vest on each of the first, second, third and fourth anniversaries of the effective date of grant, subject to continuous service through the applicable vesting date.

Ekkehard Schütz

During 2024, the annual salary of Dr. Schütz, our Chief Science Officer was $378,025. On March 4, 2025, the Board approved an increase to the annual base salary of Dr. Schütz from $378,025 to $396,926, effective March 10, 2025. In addition, Dr. Schütz previously entered into a Managing Director Service Agreement with our wholly owned German subsidiary, Chronix Biomedical GmbH (“Chronix Germany”), relating to his services as Managing Director of Chronix Germany (the “Managing Director Service Agreement”). Pursuant to the Managing Director Service Agreement, Dr. Schütz is eligible for (i) a base salary of €315,000 per annum, and (ii) a target bonus opportunity of forty percent (40%) of base salary.

Either party may terminate the Managing Director Service Agreement upon 6 months’ prior written notice. In addition, the agreement will terminate automatically when Dr. Schütz reaches the age at which he becomes entitled to a regular old age pension payable the German statutory pension scheme, or if Dr. Schütz becomes unable to work in general or specifically unable to exercise his profession. The Managing Director Service Agreement also contains certain restrictive covenants, including a two-year non-compete following the termination of the agreement. During this two-year period, Dr. Schütz will receive monthly compensation equal to 50% of latest contractual benefits. The Managing Director Service Agreement also provides for the assignment to Chronix of Dr. Schütz’s inventions and intellectual property rights.

On March 9, 2025, the Board approved a one-time grant under the Incentive Plan of $360,000 of RSUs to Dr. Schütz, subject to a maximum of 120,000 RSUs, which shall have a grant date of the second full trading day after the release of the Company’s financial results for the quarter and fiscal year ended December 31, 2024, with one-fourth of the RSUs shall vest on each of the first, second, third and fourth anniversaries of the effective date of grant, subject to continuous service through the applicable vesting date.

Andrea James

Ms. James, our Chief Financial Officer, entered into an employment agreement with the Company (the “James Employment Agreement”), effective June 17, 2024. Pursuant to the terms of the James Employment Agreement, Ms. James will receive an initial annual base salary of $325,000 (such annual base salary, as may be adjusted by the Board from time to time, the “Base Salary”) and will be eligible to receive an initial annual cash bonus, targeted at 50% of the Base Salary (such target, as may be adjusted by the Board from time to time, the “Annual Bonus”). On March 4, 2025, the Board approved an increase to the annual base salary of Andrea James from $325,000 to $341,250, effective March 10, 2025.

If Ms. James’s employment is terminated by the Company without Cause (as defined in the James Employment Agreement), or Ms. James resigns from the Company with Good Reason (as defined in the James Employment Agreement), the Company shall: (a) pay Ms. James all accrued but unpaid Base Salary and any vacation or paid time off accrued, (b) any vested benefits to which Ms. James or her estate may be entitled to under the Company’s benefit plan’s or applicable law, (c) an amount equal to 12-months of the Base Salary, (d) pay Ms. James an amount equal to a pro-rated portion of the Annual Bonus, (d) reimbursement for an amount equal to the monthly portion of the premium cost of participation in such group health plan that the Company paid for immediately prior to the date of termination for a period of up to 12 months, (e) with respect to each outstanding time-based equity award, if any, accelerated vesting of the next trench of time-based equity that would have vested had Ms. James remained employed through the next applicable vesting date, and (f) with respect to the Performance Equity Award (as defined below), accelerated time vesting of any options that are performance vested as of the date of termination.

In connection with Ms. James’ appointment as Chief Financial Officer, the Board approved the following grants to Ms. James: (a) an Option (as defined in the Incentive Plan) to purchase 200,000 shares of the Company’s Common Stock (the “Stock Option Grant”), and (b) an award of 100,000 Restricted Stock Units (as defined in the Incentive Plan) (the “Performance Equity Grant”). Both the Stock Option Grant and the Performance Equity Grant was subject to stockholder approval of an amendment to the Incentive Plan, increasing the total number of shares of Common Stock available for grant of awards under the Incentive Plan, which was obtained on October 11, 2024.

On March 4, 2025, the Board approved a one-time bonus of $25,000 to Ms. James to be paid in cash or RSUs under the Incentive Plan, at the discretion of Ms. James, in recognition of her achievements and contributions to the Company since becoming Chief Financial Officer of the Company in June 2024. If Ms. James elects to receive such bonus in RSUs, such RSUs shall (i) have a grant date of the second full trading day after the release of the Company’s financial results for the quarter and fiscal year ended December 31, 2024, and (ii) vest immediately on the effective date of grant.

On March 9, 2025, the Board approved a one-time grant under the Incentive Plan of $360,000 of RSUs to Ms. James, subject to a maximum of 120,000 RSUs, which shall have a grant date of the second full trading day after the release of the Company’s financial results for the quarter and fiscal year ended December 31, 2024, with one-fourth of the RSUs shall vest on each of the first, second, third and fourth anniversaries of the effective date of grant, subject to continuous service through the applicable vesting date.

Outstanding Equity Awards at 2024 Fiscal Year End

The following table summarizes certain information concerning stock options and other equity awards granted by us under the Option Plan and the Incentive Plan held as of December 31, 2024, by our Named Executive Officers:

	Option Awards								Stock Awards
Name	Number ofSecuritiesUnderlyingUnexercised OptionsExercisable			Number ofSecuritiesUnderlyingUnexercised OptionsUnexercisable(1)		Option ExercisePrice		Option ExpirationDate	Number of shares or units of stock that have not vested			Market value of shares of units of stock that have not vested		Equityincentiveplan awards: Number ofunearnedshares, units or other rights that have not vested		Equityincentiveplan awards: Market or payout value ofunearnedshares, units or other rights that have not vested
Joshua Riggs		6,250	(2)		—	$	26.60	July 22, 2030		—			—		—		—
		2,394	(3)		105	$	106.80	February 25, 2031		—			—		—		—
		1,124	(4)		375	$	27.80	March 24, 2032		—			—		—		—
		322	(5)		177	$	23.40	May 3, 2032		—			—		—		—
		12,499	(6)		—	$	9.20	December 7, 2032		—			—		—		—
		4,291	(7)		8,582	$	9.26	January 17, 2033		—			—		—		—
		3,557	(8)		2,263	$	7.80	February 24, 2033		—			—		—		—
		6,563	(9)		10,936	$	4.26	June 9, 2033		—			—		—		—
		—	(10)		40,000	$	3.34	August 15, 2033		—			—		—		—
		—	(11)		90,000	$	2.76	May 20, 2034		—			—		—		—
Andrea James		—	(12)		200,000	$	2.87	October 11, 2034		100,000	(13)	$	173,000		—		—
James Liu		427	(14)		73	$	23.00	March 15, 2032		—			—		—		—
		84	(15)		29	$	27.80	March 24, 2032		—			—		—		—
		2,112	(16)		1,638	$	17.74	September 20, 2032		—			—		—		—
		951	(17)		1,902	$	9.26	January 17, 2033		—			—		—		—
		2,474	(18)		6,008	$	3.11	October 10, 2033		—			—		—		—
		—	(19)		10,000	$	2.76	May 20, 2034		—			—		—		—
Ekkehard Schütz		11,456	(20)		1,043	$	109.20	April 16, 2031		—			—		—		—
		3,281	(21)		1,094	$	23.00	March 15, 2032		—			—		—		—
		2,187	(22)		—	$	22.60	May 11, 2032		—			—		—		—
		4,292	(23)		8,582	$	9.26	January 17, 2033		—			—		—		—
		3,695	(24)		2,349	$	7.80	February 24, 2033		—			—		—		—

			—		(25)		20,000			$	3.34			August 15, 2033			—				—				—				—
			—		(26)		35,000			$	2.76			May 20, 2034			—				—				—				—

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.

The date of grant was July 22, 2020.

The date of grant was February 25, 2021.

The date of grant was March 24, 2022.

The date of grant was May 3, 2022.

The options vested on December 7, 2023.

The options vested, or will vest, (i) one-third on January 17, 2024, (ii) one-third on January 17, 2025, and (iii) one-third on January 17, 2026.

The date of grant was February 24, 2023.

The date of grant was June 9, 2023.

The date of grant was August 15, 2023. The options vest subject to the achievement by Oncocyte of pre-defined product and regulatory goals.

The date of grant was May 20, 2024.

The date of grant was June 20, 2024.

The date of grant was June 20, 2024. The RSUs vest subject to the achievement by Oncocyte of pre-defined goals related to market capitalization.

The date of grant was March 15, 2022.

The date of grant was March 24, 2022.

The date of grant was September 20, 2022.

The options vested, or will vest, (i) one-third on January 17, 2024, (ii) one-third on January 17, 2025, and (iii) one-third on January 17, 2026.

The date of grant was October 10, 2023.

The date of grant was May 20, 2024.

The date of grant was April 16, 2021.

The date of grant was March 15, 2022.

The options vest subject to the achievement by Oncocyte of pre-defined product and regulatory goals in 2022. 50% of the options vested on December 31, 2023, and the remaining options were cancelled.

The options vested, or will vest, (i) one-third on January 17, 2024, (ii) one-third on January 17, 2025, and (iii) one-third on January 17, 2026.

The date of grant was February 24, 2023.

The options vest subject to the achievement by Oncocyte of pre-defined product and regulatory goals.

The date of grant was May 20, 2024.

The Oncocyte Corporation 2018 Equity Incentive Plan

The Incentive Plan was approved by our stockholders on August 27, 2018 (the “Effective Date”) for an aggregate of 250,000 shares of common stock, as adjusted for the Company’s 1-for-20 reverse stock split effective on July 24, 2023 (the “Reverse Stock Split”). On July 17, 2019, our stockholders approved the first Amendment to the Incentive Plan to increase the total number of shares of common stock issuable under the Incentive Plan to a total of 550,000 shares of common stock (as adjusted for the Reverse Stock Split). On July 24, 2021, our stockholders approved the second Amendment to the Incentive Plan to increase the total number of shares of common stock issuable under the Incentive Plan to a total of 1,050,000 shares of common stock (as adjusted for the Reverse Stock Split). On October 11, 2024, our stockholders approved an amendment and restatement of the Incentive Plan, to among other things, to increase the total number of shares of common stock issuable under the Incentive Plan to 2,300,000 shares of common stock.

As of March 17, 2025, we had 1,031,165 shares of common stock available for future issuance under the Incentive Plan.

We have adopted the Incentive Plan that permits us to grant awards, consisting of stock options, the grant or sale of restricted stock (“Restricted Stock”), the grant of stock appreciation rights (“SARs”), and the grant of restricted stock units (“RSUs”), for up to a total of 2,300,000 shares of our common stock. The Incentive Plan also permits Oncocyte to issue such other securities as our Board or the Compensation Committee administering the Incentive Plan may determine. Awards of stock options, Restricted Stock, SARs, and RSUs (“Awards”) may be granted under the Incentive Plan to Oncocyte employees, directors, and consultants. The purposes of the Incentive Plan are to (a) enable the Company to attract and retain the types of employees, consultants and directors who will contribute to the Company’s long-range success; (b) provide incentives that align the interests of employees, consultants and directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

Awards may vest and thereby become exercisable or have restrictions on forfeiture lapse on the date of grant or in periodic installments or upon the attainment of performance goals, or upon the occurrence of specified events. Vesting of an Award after the date of grant may be accelerated only in the limited circumstances specified in the Incentive Plan. In the case of the acceleration of vesting of any performance-based Award, acceleration of vesting shall be limited to actual performance achieved, pro rata achievement of the performance goal(s) on the basis for the elapsed portion of the performance period, or a combination of actual and pro rata achievement of performance goals.

No Awards may be granted under the Incentive Plan more than ten years after the date upon which the Incentive Plan was adopted by our Board, and no options or SARs granted under the Incentive Plan may be exercised after the expiration of ten years from the date of grant.

Subject to the terms of the Incentive Plan, the Incentive Plan shall be administered by the Board or such committee of the Board as is designated by the Board to administer the Plan (the “Committee”). Membership on the Committee shall be limited to “non-employee directors” in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The Committee may delegate certain duties to one or more officers of the Company as provided in the Incentive Plan. The Committee will determine the persons to whom awards are to be made, determine the type, size and terms of awards, construe and interpret the Incentive Plan, and exercise it discretion to make any other determinations that it believes necessary for the administration of the Incentive Plan.

Stock Options

Options granted under the Incentive Plan may be either “incentive stock options” within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or “non-qualified” stock options that do not qualify incentive stock options. Incentive stock options may be granted only to our employees and employees of our subsidiaries. The exercise price of stock options granted under the Incentive Plan must be equal to the fair market of our common stock on the date the option is granted. In the case of an optionee who, at the time of grant, owns more than 10% of the combined voting power of all classes of our capital stock, the exercise price of any incentive stock option must be at least 110% of the fair market value of our common stock on the grant date, and the term of the option may be no longer than five years. The aggregate fair market value of our common stock (determined as of the grant date of the option) with respect to which incentive stock options become exercisable for the first time by an optionee in any calendar year may not exceed $100,000.

The exercise price of an option may be payable in cash or in shares of our common stock having a fair market value equal to the exercise price, or in a combination of cash and common stock, or other legal consideration for the issuance of stock as our Board or the Committee may approve.

Generally, options will be exercisable only while the optionee remains an employee, director or consultant, or during a specific period thereafter, but in the case of the termination of an employee, director, or consultant’s services due to death or disability, the period for exercising a vested option shall be extended to the earlier of 12 months after termination or the expiration date of the option.

Restricted Stock and Restricted Stock Units

In lieu of granting options, we may enter into purchase agreements with employees under which they may purchase or otherwise acquire RSUs subject to such vesting, transfer, and repurchase terms, and other restrictions. The price at which Restricted Stock may be issued or sold will be not less than 100% of fair market value. Employees or consultants, but not executive officers or directors, who purchase Restricted Stock may be permitted to pay for their shares by delivering a promissory note or an installment payment agreement that may be secured by a pledge of their Restricted Stock. Restricted Stock may also be issued for services actually performed by the recipient prior to the issuance of the Restricted Stock. Unvested Restricted Stock for which we have not received payment may be forfeited, or we may have the right to repurchase unvested shares upon the occurrence of specified events, such as termination of employment.

Subject to the restrictions set with respect to the particular Award, a recipient of Restricted Stock generally shall have the rights and privileges of a stockholder upon vesting, including the right to vote the 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 for the recipient’s account, and interest may be credited on the amount of the cash dividends withheld. 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 recipient in cash or, at the discretion of our Board or the Committee, in shares of our common stock having a fair market value equal to the amount of such dividends, if applicable, upon the release of restrictions on the Restricted Stock and, if the Restricted Stock is forfeited, the recipient shall have no right to the dividends.

The terms and conditions of a grant of RSUs shall be determined by our Board or the Committee. No shares of our common stock shall be issued at the time an RSU is granted. A recipient of RSUs shall have no voting rights with respect to the RSUs. Upon the expiration of the restrictions applicable to an RSU, we will either issue to the recipient, without charge, one share of our common stock per RSU or cash in an amount equal to the fair market value of one share of our common stock.

At the discretion of our Board or the Committee, each RSU (representing one share of our common stock) may be credited with cash and stock dividends paid in respect of one share (“Dividend Equivalents”). Dividend Equivalents shall be withheld for the recipient’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld. Dividend Equivalents credited to a recipient’s account and attributable to any particular RSU (and earnings thereon, if applicable) shall be distributed in cash or in shares of our common stock having a fair market value equal to the amount of the Dividend Equivalents and earnings, if applicable, upon settlement of the RSU. If a RSU is forfeited, the recipient shall have no right to the related Dividend Equivalents.

SARs

An SAR is the right to receive, upon exercise, an amount payable in cash or shares, or a combination of shares and cash, equal to the number of shares subject to the SAR that is being exercised, multiplied by the excess of (a) the fair market value of a common share on the date the SAR is exercised, over (b) the exercise price specified in the SAR Award agreement. SARs may be granted either as free-standing SARs or in tandem with options. No SAR may be exercised later than 10 years after the date of grant.

The exercise price of an SAR shall not be less than 100% of the fair market value of one share of common stock on the date of grant. An SAR granted in conjunction with an option shall have the same exercise price as the related option, shall be transferable only upon the same terms and conditions as the related option, and shall be exercisable only to the same extent as the related option; provided, however, that the SAR by its terms shall be exercisable only when the fair market value per share exceeds the exercise price per share of the SAR or related option. Upon any exercise of an SAR granted in tandem with an option, the number of shares for which the related option shall be exercisable shall be reduced by the number of shares for which the SAR has been exercised. The number of shares for which an SAR issued in tandem with an option shall be exercisable shall be reduced by the number of shares for which the related option has been exercised.

Stock Appreciation Rights

A Stock Appreciation Right (or SAR) is the right to receive, upon exercise, an amount payable in cash or shares, or a combination of shares and cash, equal to the number of shares subject to the SAR that is being exercised, multiplied by the excess of (a) the fair market value of a share of our common stock on the date the SAR is exercised, over (b) the exercise price specified in the award agreement related to the SAR. SARs may be granted either as free-standing SARs or in tandem with options. No SAR may be exercised later than 10 years after the date of grant.

The exercise price of an SAR shall not be less than 100% of the fair market value of one share of our common stock on the date of grant. An SAR granted in conjunction with an option shall have the same exercise price as the related option, shall be transferable only upon the same terms and conditions as the related option, and shall be exercisable only to the same extent as the related option; provided, however, that the SAR by its terms shall be exercisable only when the fair market value per share exceeds the exercise price per share of the SAR or related option. Upon any exercise of an SAR granted in tandem with an option, the number of shares for which the related option shall be exercisable shall be reduced by the number of shares for which the SAR has been exercised. The number of shares for which an SAR issued in tandem with an option shall be exercisable shall be reduced by the number of shares for which the related option has been exercised.

Repricing Prohibition

The Incentive Plan prohibits any modification of the purchase price or exercise price of an outstanding option or other Award if the change would effect a “repricing’ without stockholder approval. As defined in the Incentive Plan, “repricing” means a reduction in the exercise price of an outstanding option or SAR or cancellation of an “underwater” or “out-of-the-money” Award in exchange for other Awards or cash. An “underwater” or “out-of-the-money” Award is defined to mean an Award for which the exercise price is less than the “fair market value” of our common stock. The fair market value is generally determined by the closing price per share of our common stock on The Nasdaq Stock Market LLC or any other national securities exchange or inter-dealer quotation system on which our common stock is traded.

Share Recycling

Shares subject to an Award shall that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again be made available for issuance or delivery under the Incentive Plan. This provision is designed to limit the number of shares that Oncocyte asks for, and incentivize the company to be prudent in its management of both employees and shares.

Adjustments Upon Changes in Stock

In the event of changes in the outstanding common stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the grant date of any award, awards granted under the Incentive Plan and any award agreements, including the exercise price of stock options and Stock Appreciation Rights and the number of shares of common stock subject to such stock options, Stock Appreciation Rights, or stock awards, the maximum number of shares of common stock subject to all awards available under the Incentive Plan, and the maximum number of shares of common stock with respect to which any one person may be granted awards during any period under the Incentive Plan will be equitably adjusted or substituted, as to the number, price or kind of a share of common stock or other consideration subject to such awards to the extent necessary to preserve the economic intent of such award.

Term

The Incentive Plan will terminate automatically on July 2, 2028, which is ten years from the date the Incentive Plan was originally approved by our Board. No Award shall be granted pursuant to the Incentive Plan after such date, but Awards theretofore granted may extend beyond that date.

Amendment of Plan

The Board at any time, and from time to time, may amend or terminate the Incentive Plan. However, except with respect to adjustments upon changes in common stock and subject to applicable law, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any applicable laws.

Clawback

Notwithstanding any other provisions in the Incentive Plan, any award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Federal Income Tax Consequence of Participation in the Incentive Plan

The following is a brief summary of certain federal income tax consequences relating to the transactions described under the Incentive Plan as set forth below. This summary does not purport to address all aspects of federal income taxation and does not describe any potential state, local, or foreign tax consequences. This discussion is based upon provisions of the Code and the applicable treasury regulations issued thereunder, and judicial and administrative interpretations under the Code and treasury regulations, all as in effect as of the date hereof, and all of which are subject to change (possibly on a retroactive basis) or different interpretation.

Laws Affecting Deferred Compensation

In 2004, Section 409A was added to the Code to regulate all types of deferred compensation. If the requirements of Section 409A of the Code are not satisfied, deferred compensation and earnings thereon will be subject to tax as it vests, plus an interest charge at the underpayment rate plus 1% and a 20% penalty tax. Certain performance awards, stock options, SARs, restricted stock units, and certain types of restricted stock are subject to Section 409A of the Code.

Incentive Stock Options

Under Section 422(a) of the Code, the grant and exercise of an incentive stock option pursuant to the Incentive Plan is entitled to the benefits of Section 421(a) of the Code. Under Section 421(a), an optionee will not be required to recognize income at the time the option is granted or at the time the option is exercised, except to the extent that the optionee is subject to the alternative minimum tax. If the applicable holding periods described below are met, when the shares of stock received upon exercise of an incentive stock option are sold or otherwise disposed of in a taxable transaction, the option holder will recognize compensation income (taxed as a long-term capital gain), for the taxable year in which disposition occurs, in an amount equal to the excess of the fair market value of our common stock at the time of such disposition over the amount paid for the shares.

We will not be entitled to any business expense deduction with respect to the grant or exercise of an incentive stock option, except in connection with a disqualifying disposition as discussed below. No portion of the amount received by the optionee upon the sale of our common stock acquired through the exercise of an incentive stock option will be subject to withholding for federal income taxes, or be subject to FICA or state disability taxes, except in connection with a disqualifying disposition.

In order for a participant to receive the favorable tax treatment provided in Section 421(a) of the Code, Section 422 requires that the participant make no disposition of the option shares within two years from the date the option was granted, nor within one year from the date the option was exercised and the shares were transferred to the participant. In addition, the participant must, with certain exceptions for death or disability, be an employee of Oncocyte (or of a parent or subsidiary of Oncocyte, as defined in Section 424(e) and (f) of the Code, or a corporation, or parent or subsidiary thereof, issuing or assuming the option in a merger or other corporate reorganization transaction to which Section 424(a) of the Code applies) at all times within the period beginning on the date of the grant of the option and ending on a date within three months before the date of exercise. In the event of the death of the participant, the holding periods will not apply to a disposition of the option or option shares by the participant’s estate or by persons receiving the option or shares under the participant’s will or by intestate succession.

If a participant disposes of stock acquired pursuant to the exercise of an incentive stock option before the expiration of the holding period requirements set forth above, the participant will realize, at the time of the disposition, ordinary income to the extent the fair market value of our common stock on the date the shares were purchased exceeded the purchase price. The difference between the fair market value of our common stock on the date the shares were purchased and the amount realized on disposition is treated as long-term or short-term capital gain or loss, depending on the participant’s holding period of the shares of our common stock. The amount treated as ordinary income may be subject to the income tax withholding requirements of the Code and FICA withholding requirements. The participant will be required to reimburse us, either directly or through payroll deduction, for all withholding taxes that we are required to pay on behalf of the participant. At the time of the disposition, we will be allowed a corresponding business expense deduction under Section 162 of the Code to the extent of the amount of the participant’s ordinary income. We may adopt procedures to assist us in identifying such deductions, and may require a participant to notify us of his or her intention to dispose of any such shares.

Regardless of whether a participant satisfies the requisite holding period for his or her option and shares, the participant may be subject to the alternative minimum tax with respect to the amount by which the fair market value of our common stock acquired exceeded the exercise price of the option on the date of exercise.

Other Options

The Incentive Plan also permits us to grant options that do not qualify as incentive stock options. These “non-qualified” stock options may be granted to employees or non-employees, such as persons performing consulting or professional services for us. An Incentive Plan participant who receives a non-qualified option will not be taxed at the time of receipt of the option, provided that the option does not have an ascertainable value or an exercise price below fair market value of our common stock on the date of grant, but the participant will be taxed at the time the option is exercised.

The amount of taxable income that will be earned upon exercise of a non-qualified option will be the difference between the fair market value of our common stock on the date of the exercise and the exercise price of the option. We will be allowed a business expense deduction to the extent of the amount of the participant’s taxable income recognized upon the exercise of a non-qualified option. Because the option holder is subject to tax immediately upon exercise of the option, there are no applicable holding periods for the stock. The option holder’s tax basis in our common stock purchased through the exercise of a non-qualified option will be equal to the exercise price paid for the stock plus the amount of taxable gain recognized upon the exercise of the option. The option holder may be subject to additional tax on sale of the stock if the price realized exceeds his or her tax basis.

SARs; Restricted Stock; and RSUs

A recipient of an SAR will not recognize taxable income upon the grant of the SAR. The recipient of the SAR will recognize ordinary income upon exercise of the SAR in an amount equal to the difference between the fair market value of the shares and the exercise price on the date of exercise. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss.

A recipient of a Restricted Stock Award will not have taxable income upon the grant, unless the Restricted Stock is then vested, or unless the recipient elects under Section 83(b) of the Code to be taxed at the time of grant. Otherwise, upon vesting of the shares, the recipient will recognize ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for such shares, if any. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss.

A recipient of an RSU does not recognize taxable income when the Award is granted. When a vested RSU (and dividend equivalents, if any) is settled and distributed, the participant will recognize ordinary income equal to the amount of cash or the fair market value of shares received, less the amount paid for the RSU, if any.

Federal Tax Withholding

Any ordinary income realized by a participant upon the granting, vesting, exercise, or conversion of an award under the Incentive Plan, as applicable, is subject to withholding of applicable federal, state, and local income tax and to withholding of the participant’s share of any tax under the Federal Insurance Contribution Act and the Federal Unemployment Tax Act. To satisfy our federal income tax withholding requirements, we will have the right to require, as a condition to delivery of any certificate for shares of our common stock or the registration of the shares in the participant’s name, that the participant remit to us an amount sufficient to satisfy those withholding requirements. Alternatively, we may withhold a portion of the shares (valued at fair market value) that otherwise would be issued to the participant to satisfy all or part of the withholding tax obligations or may, if we consent, accept delivery of shares (that the participant has not acquired from us within six months prior to the date of exercise) with an aggregate fair market value that equals or exceeds the required tax withholding payment. Withholding does not represent an increase in the participant’s total income tax obligation since it is fully credited toward his or her tax liability for the year. Additionally, withholding does not affect the participant’s tax basis in the shares. Compensation income realized and tax withheld will be reflected on Forms W-2 supplied by the Company to employees no later than January 31 of the succeeding year. Deferred compensation that is subject to Section 409A of the Code will be subject to certain federal income tax withholding and reporting requirements.

Tax Consequences to the Company

To the extent that a participant recognizes ordinary income in the circumstances described above, we will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code, and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m) of the Code discussed below. While deductibility of executive compensation for federal income tax purposes is among the factors the Board and Committee considers when structuring executive compensation arrangements, it is not the sole or primary factor considered. The Company retains the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of the Company.

Million Dollar Deduction Limit and Other Tax Matters

We may not deduct compensation of more than $1,000,000 that is paid to “covered employees” (as defined in Section 162(m) of the Code), which include (i) an individual (or, in certain circumstances, his or her beneficiaries) who, at any time during the taxable year, is either our principal executive officer or principal financial officer; (ii) an individual who is among our three highest compensated officers for the taxable year (other than an individual who was either our principal executive officer or principal financial officer at any time during the taxable year); or (iii) anyone who was a covered employee for purposes of Section 162(m) of the Code for any tax year beginning on or after January 1, 2017. This limitation on deductions (x) only applies to compensation paid by a publicly-traded corporation (and not compensation paid by non-corporate entities) and (z) may not apply to certain types of compensation, such as qualified performance-based compensation that is payable pursuant to a written, binding contract that was in effect as of November 2, 2017, so long as the contract is not materially modified after that date.

To the extent that compensation is payable pursuant to a prior plan award granted on or before November 2, 2017, and if the Company determines that Section 162(m) of the Code will apply to any such awards, the Company intends that the terms of those awards will not be materially modified and will be constructed so as to constitute qualified performance-based compensation and, as such, will be exempt from the $1,000,000 limitation on deductible compensation.

If an individual’s rights under the Incentive Plan are accelerated as a result of a change in control and the individual is a “disqualified individual” under Section 280G of the Code, then the value of any such accelerated rights received by such individual may be included in determining whether or not such individual has received an “excess parachute payment” under Section 280G of the Code, which could result in (i) the imposition of a 20% federal excise tax (in addition to federal income tax) payable by the individual on the value of such accelerated rights, and (ii) the loss by us of a corresponding compensation deduction on such amounts.

Employment Benefits Plans

401(k) Plan

The Company has a defined contribution retirement plan in which all employees are eligible to participate. This plan is intended to qualify under Section 401(k) of the Code so that contributions by employees and by the Company to the plan and income earned on plan contributions are not taxable to employees until withdrawn or distributed from the plan, and so that contributions, including employee salary deferral contributions, will be deductible by the Company when made. The Company currently provides contributions under this plan based on the employee’s compensation, subject to statutory limits.

Director Compensation Program

Directors and members of committees of our Board who are salaried employees of Oncocyte are entitled to receive compensation as employees but are not compensated for serving as directors or attending meetings of our Board or committees of our Board. All directors are entitled to reimbursements for their out-of-pocket expenses incurred in attending meetings of our Board or committees of our Board.

In 2024, non-employee directors, other than the Chairman of our Board, received an annual fee of $77,177 in cash for their service on our Board for the full year. Our Chairman received an annual cash fee of $87,177 for his service as Chairman of the Board and for his service on our Board. In addition to cash fees, non-employee directors received options to purchase 30,000 shares of common stock under the Incentive Plan and no restricted stock units under the Incentive Plan. Our Chairman received options to purchase an additional 50,000 shares of common stock under the Incentive Plan and no additional restricted stock units under the Incentive Plan.

Fees earned or paid in cash are paid in quarterly installments, and the stock options and restricted stock units will vest one year from the date of grant, subject to the non-employee director’s continued service as a director of Oncocyte or a subsidiary from the date of grant until the vesting date or, if earlier, until the next annual meeting of shareholders. The options will expire if not exercised ten years from the date of grant.

The following table summarizes certain information concerning the compensation paid during the past fiscal year to each of the persons who served as directors during the year ended December 31, 2024, and who were not our employees on the date the compensation was earned.

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards(1)		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Andrew Arno	$	87,177	$	—	$	120,789	$	—	$	—	$	—	$	207,966
Alfred D. Kingsley(2)	$	18,375	$	—	$	—	$	—	$	—	$	—	$	18,375
Andrew J. Last	$	77,177	$	—	$	74,187	$	—	$	—	$	—	$	151,364
Louis E. Silverman	$	77,177	$	—	$	74,187	$	—	$	—	$	—	$	151,364

Equity awards granted will vest and become exercisable one year from the date of grant, subject to the non-employee director’s continued service as a director of Oncocyte or a subsidiary from the date of grant until the vesting date or, if earlier, until the next annual meeting of shareholders, but must be reported here at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. Values are computed in accordance with FASB Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation. 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.

Mr. Kingsley no longer serves on the Board as of April 25, 2024, because he unexpectedly passed away.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~Equity~~The ~~Compensation~~information ~~Plan~~required ~~Information~~by this item will be contained in our definitive Proxy Statement or an amendment to this Report, which will be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.

The following table sets forth additional information, as of December 31, 2024, about our common stock that may be issued upon the exercise of options and other rights under all of our compensation plans and agreements (in thousands, except weighted average exercise price):

Plan Category	Number of Sharesto be Issued uponExercise ofOutstandingOptions, Warrants,and Rights(1)		Weighted AverageExercise Price ofthe OutstandingOptions, Warrants,and Rights(1)		Number of SharesRemaining Availablefor Future Issuanceunder Equity Compensation Plans(2)
Equity compensation plans approved by security holders		246	$	40.77		1,026
Equity compensation plans not approved by security holders		—	$	—		—
Total		246	$	40.77		1,026

Includes both the Incentive Plan and our expired Employee Stock Option Plan. The Option Plan expired in 2020 and no further equity awards may be granted under the Option Plan.

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

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership of our common stock as of March 17, 2025 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our named executive officers and directors; and (iii) by all of our Named Executive Officers and directors as a group. Unless otherwise indicated in the following table, the address for each person named in the table is: 1185 Avenue of the Americas, New York, NY 10036.

	Amount and Nature of
Name and Address of Beneficial Owner	Beneficial Ownership (1)	Percent of Class (2)
5% Stockholders
Broadwood Partners, L.P. (3)	11,560,350	40.21	%

PATRICK W SMITH TTEE THE SMITH IRREVOCABLE TRUST U/A DTD 05/01/2015 (4)	3,258,485	11.39	%
AWM Investment Company, Inc (5)	2,860,314	9.99	%
Bio-Rad Laboratories, Inc. (6)	2,764,078	9.66	%
Named Executive Officers and Directors
Joshua Riggs (7)	47,554	*
Andrea James (8)	151,231	*
James Liu (9)	8,245	*
Ekkehard Schütz (10)	51,928	*
Andrew Arno (11)	118,589	*
Andrew J. Last (12)	23,685	*
Louis E. Silverman (13)	8,588	*
All directors and executive officers as a group	409,819	1.43	%

* Less than one percent.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares set forth in the above table.

A total of 28,599,285 shares of our Common Stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of March 17, 2025.

Based on information available to the Company and the Schedule 13D/A filed jointly with the SEC on February 10, 2025, by Broadwood Partners, L.P. (“Broadwood”), Broadwood Capital, Inc. (“Broadwood Capital”) and Neal C. Bradsher. Represents (i) 11,410,100 shares of common stock directly owned by Broadwood, (ii) warrants to purchase 150,093 shares of common stock directly owned by Broadwood, (iii) 157 shares of common stock directly owned by Neal C. Bradsher.

Based on information available to the Company, the Schedule 13G/A filed with the SEC on December 27, 2024, jointly by PATRICK W SMITH TTEE THE SMITH IRREVOCABLE TRUST U/A DTD 05/01/2015 (the “Trust”) and Patrick W. Smith and the Form 4 filed by Mr. Smith on February 11, 2025. Represents 3,258,485 shares of common stock held by the Trust. Mr. Smith, the sole trustee of the Trust, may be deemed to beneficially own the shares of common stock owned by the Trust. The address for the Trust and Mr. Smith is 11445 E. Via Linda Suite 2-411, Scottsdale, AZ 85259.

Based on information available to the Company and the Schedule 13G/A filed with the SEC on February 14, 2025, by AWM Investment Company, Inc. (“AWM”). Represents (i) 497,249 shares of common stock held by Special Situations Cayman Fund, L.P. (“Cayman”), (ii) 77,434 shares of common stock issuable upon exercise of certain pre-funded warrants (subject to a 9.99% beneficial ownership limitation) held by Cayman, (iii) 475,030 shares of common stock issuable upon exercise of certain pre-funded warrants (subject to a 9.99% beneficial ownership limitation) held by Cayman, (iv) 32,833 shares of common stock issuable upon exercise of certain warrants (subject to a 9.99% beneficial ownership limitation) held by Cayman, (v) 1,744,288 shares of common stock held by Special Situations Fund III QP, L.P. (“SSFQP”), (vi) 265,454 shares of common stock issuable upon exercise of certain pre-funded warrants (subject to a 9.99% beneficial ownership limitation) held by SSFQP, (vii) 1,717,774 shares of common stock issuable upon exercise of certain pre-funded warrants (subject to a 9.99% beneficial ownership limitation) held by SSFQP, (viii) 117,261 shares of common stock issuable upon exercise of certain warrants (subject to a 9.99% beneficial ownership limitation) held by SSFQP, (ix) 195,431 shares of common stock held by Special Situations Private Equity Fund, L.P. (“SSPE”), (x) 18,762 shares of common stock issuable upon exercise of certain warrants (subject to a 9.99% beneficial ownership limitation) held by Special Situations Private Equity Fund, L.P. (“SSPE”), (xi) 292,374 shares of common stock issuable upon exercise of certain pre-funded warrants (subject to a 9.99% beneficial ownership limitation) held by SSPE, (xii) 390,862 shares of common stock held by Special Situations Life Sciences Fund, L.P. (“SSLS”), (xiii) 18,762 shares of common stock issuable upon exercise of certain warrants (subject to a 9.99% beneficial ownership limitation) held by SSLS, and (xiv) 584,748 shares of common stock issuable upon exercise of certain pre-funded warrants (subject to a 9.99% beneficial ownership limitation) held by SSLS.

AWM is the investment adviser to Cayman, SSFQP, SSPE and SSLS (collectively, the “Funds”) and has sole voting and dispositive power over the securities held by the Funds. David Greenhouse and Adam Stettner are the principal owners of AWM. Through their control of AWM, Messrs. Greenhouse and Stettner share voting and investment control over the portfolio securities of each of Cayman and SSFQP. Messrs. Greenhouse and Stettner disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest in each of them may have therein. The principal place of business for each of AWM, Cayman, SSFQP, SSPE, and SSLS is 527 Madison Avenue, Suite 2600, New York, NY 10022.

Based on information available to the Company and the Schedule 13G/A filed with the SEC on March 4, 2025, by Bio-Rad Laboratories, Inc. (“Bio-Rad”). Represents 2,764,078 shares of common stock held by Bio-Rad.

The shares of common stock are directly owned by Bio-Rad Laboratories, Inc. (“Bio-Rad”). The address of the principal business office of Bio-Rad is 1000 Alfred Nobel Dr., Hercules, CA 94547.

Amount consists of (i) 3,505 shares of common stock and (ii) 44,049 shares of common stock issuable upon exercise of certain stock options held by Mr. Riggs that were vested as of March 17, 2025 or will vest within 60 days thereafter.

Amount consists of 151,231 shares of common stock held by Ms. James.

Amount consists of 8,245 shares of common stock issuable upon exercise of certain stock options held by Mr. Liu that were vested as of March 17, 2025 or will vest within 60 days thereafter.

Amount consists of (i) 20,647 shares of common stock and (ii) 31,281 shares of common stock issuable upon exercise of certain stock options held by Mr. Schütz that were vested as of March 17, 2025 or will vest within 60 days thereafter.

Amount consists of (i) 81,554 shares of common stock held by Mr. Arno, (ii) 7,804 shares of common stock held by JBA Investments LLC (“JBA”), (iii) 7,804 shares of common stock held by MJA Investments LLC (“MJA”), and (iv) 21,426 shares of common stock issuable upon exercise of certain stock options held by Mr. Arno that were vested as of March 17, 2025 or will vest within 60 days thereafter.

Mr. Arno is the Manager of each of JBA and MJA and has shared voting and dispositive power over the securities held by JBA and MJA.

Amount consists of (i) 4,509 shares of common stock and (ii) 19,176 shares of common stock issuable upon exercise of certain stock options held by Mr. Last that were vested as of March 17, 2025 or will vest within 60 days thereafter.

Amount consists of (i) 1,564 shares of common stock and (ii) 7,024 shares of common stock issuable upon exercise of certain stock options held by Mr. Silverman that were vested as of March 17, 2025 or will vest within 60 days thereafter.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

~~Transactions~~The information required by this item will be contained in our definitive Proxy Statement or an amendment to this Report, which will be filed with ~~Related~~the ~~Persons~~SEC within 120 days after December 31, 2025, and is incorporated herein by reference.

SEC rules require us to disclose any transaction or currently proposed transaction in which we are a participant and in which any related person has or will have a direct or indirect material interest involving an amount that exceeds the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s common stock, or an immediate family member of any of those persons.

Our Board has adopted a Related Person Transaction Policy to assist us in identifying, reviewing and approving or rejecting related person transactions. Under the policy, any related person transaction proposed to be entered by the Company must be reviewed, approved or ratified by the Nominating/Corporate Governance Committee of the Board, as described in the policy. The related person transaction may be approved or ratified only if the Nominating/Corporate Governance Committee determines that, under all of the circumstances, the transaction is in, or is not in conflict with, the best interests of the Company.

Certain Sales of Equity Securities

On April 3, 2023, the Company entered into that certain securities purchase agreement, by and among the Company and certain accredited investors, including Broadwood Partners, L.P. (“Broadwood”), a beneficial holder of 5% or more of the Company’s outstanding shares of common stock, certain funds and accounts managed by PVI (collectively, “Pura Vida”), a beneficial holder of 5% or more of the Company’s outstanding shares of common stock, and entities affiliated with AWM Investment Company, Inc. (collectively, “AWM”), a beneficial holder of 5% or more of the Company’s outstanding shares of common stock, and certain individuals, including our Chairman, Andrew Arno and former director John Peter Gutfreund (and certain of their affiliated parties) pursuant to which, the Company issued and sold in a registered direct offering an aggregate of 2,274,709 shares of common stock at an offering price of: (i) $6.03 to investors who were not considered to be “insiders” of the Company pursuant to the Nasdaq Listing Rules (“Insiders”), and (ii) $7.08 to Insiders (the “Registered Direct Offering”). Pursuant to the Registered Direct Offering, the Company sold an aggregate of (i) 1,341,381 shares of common stock to Broadwood at a price per share equal to $6.03, for a total purchase price equal to $8,093,361.84, (ii) 33,150 shares of common stock to Pura Vida at a price per share equal to $6.03, for a total purchase price equal to $200,013.84, (iv) 472,354 shares of common stock to AWM a price per share equal to $6.03, for a total purchase price equal to $2,849,999.92, (v) 21,162 shares of common stock to Mr. Arno and his affiliated parties at a price per share equal to $7.08, for a total purchase price equal to $150,000.51, and (vi) 85,250 shares of common stock to Mr. Gutfreund at a price per share equal to $7.08, for a total purchase price equal to $604,252.00.

On April 5, 2023, the Company used a portion of the net proceeds from the Registered Direct Offering to redeem 588.23529 shares of Series A Preferred Stock then-held by Mr. Gutfreund for a total purchase price equal to $618,672.34.

On April 11, 2024, the Company entered into a securities purchase agreement, by and among the Company and certain investors, including Broadwood, entities affiliated with AWM, Bio-Rad Laboratories, Inc. (“Bio-Rad”), which our director, Andrew Last is the Executive Vice President and Chief Operating Officer of Bio-Rad, and certain individuals, including our Chairman Andrew Arno, pursuant to which, the Company issued and sold in a private placement (the “April 2024 Private Placement”) an aggregate of 5,076,900 shares of common stock and pre-funded warrants with an exercise price of $0.0001 per share, to purchase up to 342,888 shares of common stock (“Pre-Funded Warrants”). The purchase price for one share of common stock was $2.9164 and the purchase price for one Pre-Funded Warrant was $2.9163. Certain Insiders subscribed for 42,373 shares of common stock sold in the April 2024 Private Placement, at a purchase price equal to $2.95 per share of common stock. Pursuant to the April 2024 Private Placement, the Company sold an aggregate of (i) 2,420,000 shares of common stock to Broadwood at a price per share equal to $2.9164, for a total purchase price equal to $7,057,688, (ii) 342,889 shares of common stock at a price per share equal to $2.9164 and 342,889 Pre-Funded Warrants to entities affiliated with AWM for a total purchase price equal to $2,000,000.04, (iii) 1,200,109 shares of common stock to Bio-Rad at a price per share equal to $2.9164, for a total purchase price equal to $3,499,997.89, (iv) 33,898 shares of common stock to Mr. Arno at a price per share equal to $2.95, for a total purchase price equal to $100,000.00.

On October 2, 2024, the Company entered into a securities purchase agreement, by and among the Company and certain investors including: Unterberg Legacy Capital, LLC (“Unterberg”), which Andy Arno, a director of the Company, is beneficiary of an individual retirement account that is a managing member of Unterberg; Broadwood; Bio-Rad; AWM; Pura Vida; a certain affiliate of Patrick W. Smith, a 5% beneficial owner of the Company’s outstanding shares of common stock; Ekkehard Schuetz, the Company’s Chief Science Officer; and Andrea James, the Company’s Chief Financial Officer, which provided for the issuance and sale in a private placement (the “October 2024 Private Placement”) of an aggregate of 3,461,138 shares of common stock a purchase price of $2.948 or $2.97 to certain Insiders. The gross proceeds to the Company from the October 2024 Private Placement were approximately $10.2 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. Pursuant to the October 2024 Private Placement, the Company issued and sold an aggregate of (i) 1,315,339 shares of common stock to Broadwood at a price per share equal to $2.948, for a total purchase price equal to $3,877,619.38, (ii) 310,83 shares of common stock to Bio-Rad at a price per share equal to $2.948, for a total purchase price equal to $916,342.78, (iii) 275,000 shares of common stock to AWM at a price per share equal to $2.948, for a total purchase price equal to $810,700.00, (iv) 169,606 shares of common stock to Pura Vida at a price per share equal to $2.948, for a total purchase price equal to $500,000.00, (v) 3,367 shares of common stock to Mr. Schuetz, at a price per share equal to $2.97, for a total purchase price equal to $10,000.00, (vi) 33,670 shares of common stock to Ms. James at a price per share equal to $2.97, for a total purchase price equal to $100,000.00, (vii) 678,426 shares of common stock to Mr. Smith at a price per share equal to $2.948 for a total purchase price equal to $2,000,000.00, and (viii) 33,921 shares of common stock to Unterberg at a price per share equal to $2.948 for a total purchase price equal to $100,000.00.

On February 7, 2025, the Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”), by and among the Company and certain investors including, Broadwood, Unterberg, Bio-Rad, AWM, an affiliate of Patrick A. Smith, Pura Vida, Andrea James and Ekkehard Schuetz, pursuant to which, the Company issued and sold in a private placement (the “February 2025 Private Placement”) an aggregate of 7,536,708 shares of common stock and pre-funded warrants with an exercise price of $0.0001 per share, to purchase up to 3,069,925 shares of common stock (“Pre-Funded Warrants”). The purchase price for one share of common stock was $2.05 and the purchase price for one Pre-Funded Warrant was $2.0499. Pursuant to the February 2025 Private Placement, the Company sold an aggregate of (i) 4,505,488 shares of common stock to Broadwood, for a total purchase price equal to $9,236,250, (ii) 922,758 shares of common stock to Bio-Rad, for a total purchase price equal to $1,891,654, (iii) Pre-Funded Warrants to purchase 3,069,925 shares of common stock to AWM, for a total purchase price equal to $6,293,346, (iv) 1,077,600 shares of common stock to Mr. Smith, for a total purchase price equal to $2,209,080, (v) 292,683 shares of common stock to Pura Vida for a total purchase price equal to $600,000, (vi) 97,561 shares of common stock to Ms. James, for a total purchase price equal to $200,000, (vi) 12,195 shares of common stock to Mr. Schuetz, for a total purchase price equal to $25,000, and (vii) 36,585 shares of common stock to Unterberg, for a total purchase price equal to $75,000.

Concurrently with the execution and delivery of the PIPE Purchase Agreement, on February 7, 2025, the Company entered into a securities purchase agreement, by and among the Company and certain investors including Broadwood, Bio-Rad, AWM and an affiliate of Patrick A. Smith, pursuant to which, the Company issued and sold in a registered direct offering (the “February 2025 Registered Direct Offering”) an aggregate of 3,609,755 shares of common stock at a price per share equal to $2.05. Pursuant to the February 2025 Registered Direct Offering, the Company issued and sold an aggregate of (i) 660,207 shares of common stock to Broadwood, for a total purchase price equal to $1,353,424, (ii) 330,376 shares of common stock to Bio-Rad, for a total purchase price equal to $667,271, (iii) 2,052,026 shares of common stock to AWM, for a total purchase price equal to $4,206,653, and (iv) 385,814 shares of common stock to an affiliate of Mr. Smith, for a total purchase price equal to $790,919.

Other Transactions with Bio-Rad Laboratories, Inc.

During the years ended December 31, 2023 and December 31, 2024, we purchased $581,000 and $538,000 in laboratory equipment, respectively, and incurred $375,000 and $413,000 in laboratory related expenses from Bio-Rad, respectively. During 2024, the Company also made finance lease payments of $217,000 under four laboratory equipment leases from Bio-Rad with a remaining financing lease liability of $796,000 as of December 31, 2024. As of December 31, 2024, Oncocyte’s accounts payable due to Bio-Rad was $638,000. One of our directors, Andrew Last, served as the Executive Vice President and Chief Operating Officer of Bio-Rad before retiring on September 6, 2024.

On April 5, 2024, the Company entered into that certain Collaboration Agreement with Bio-Rad to collaborate in the development and the commercialization of research use only and in vitro diagnostics kitted transplant products using Bio-Rad’s ddPCR instruments and reagents (the “Collaboration Agreement”). Pursuant to the Collaboration Agreement, Bio-Rad agreed to purchase in the Company’s next subsequent private placement of its securities, shares of the Company’s common stock equal to 9.99% of the total number of shares of common stock issued and outstanding immediately after the closing of such investment, provided that the total purchase price would not exceed $3,500,000 unless Bio-Rad chose to exceed such limit (the “Bio-Rad Investment”). In satisfaction of such Bio-Rad Investment, Bio-Rad purchased shares of the Company’s common stock pursuant to the October 2024 Private Placement, as further described herein. In addition, pursuant to the Collaboration Agreement, the Company agreed to pay to Bio-Rad a single digit royalty payment based on a percentage of the Company’s net sales under the Collaboration Agreement, and Bio-Rad has an option to have the exclusive right to promote, market and sell certain kits worldwide subject to certain conditions. If such options are exercised, subject to certain conditions as set forth in the Collaboration Agreement, Bio-Rad has agreed to purchase additional shares of the Company’s common stock, at the then-current market price per share, up to a specified maximum aggregate purchase price. Dr. Last, the Company’s director, recused himself from all Board discussions related to the Collaboration Agreement and the Bio-Rad Investment.

Director Independence

See “Directors, Executive Officers and Corporate Governance - Director Independence” and “Directors, Executive Officers and Corporate Governance - Board Committees” above.

Item 14. Principal Accountant Fees and Services.

~~Independent~~The ~~Registered~~information ~~Public~~required ~~Accounting~~by ~~Firm~~this item will be contained in our definitive Proxy Statement or an amendment to this Report, which will be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.

On October 10, 2023, the Audit Committee dismissed WithumSmith+Brown, PC (“Withum”) as the Company's independent registered public accounting firm. The Audit Committee, effective as of October 10, 2023, appointed Marcum LLP (Auditor ID #688) (“Marcum”) as the Company's independent registered public accounting firm for the Company's fiscal year ended December 31, 2023. 56

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Audit and Non-Audit Fees

The Company engaged Withum as its independent auditors from July 19, 2021, to October 10, 2023. The Company engaged Marcum from October 8, 2023, to present. The following table presents fees for professional audit services rendered by Withum and Marcum, as applicable during the fiscal years ended December 31, 2024 and 2023:


	2024		2023
Audit fees(1)	$	159,650	$	175,000
Audit related fees(2)		231,432		-
Tax fees(3)		90,713		138,083
All other fees(4)		-		-
Total	$	481,795	$	313,083

Audit Fees consist of fees billed by Marcum for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-K, and review of the interim financial statements included in our Quarterly Reports on Form 10-Q, as applicable, and services that are normally provided by our independent registered public accountants in connection with statutory and regulatory filings or engagements.

Audit-Related Fees consist of fees billed by Marcum for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” This category includes fees related to non-routine SEC filings.

Tax Fees consist of fees for professional services billed by Moss Adams, LLP rendered in connection with the preparation of consolidated and subsidiary federal and state income tax returns, and tax related provision work, research, compliance and consulting.

There were no other fees for the years ended December 31, 2024 and 2023.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accountant

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. Other than de minimis services incidental to audit services, non-audit services shall generally be limited to tax services such as advice and planning and financial due diligence services. All fees for such non-audit services must be approved by the Audit Committee, except to the extent otherwise permitted by applicable SEC regulations. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals, provided such approvals are presented to the Audit Committee at a subsequent meeting. During 2024 and 2023, all of the fees paid to Marcum and Withum, as applicable, were approved by the Audit Committee.

PART IV

Item 15. Exhibits and Financial Statement Schedules.


(a)(1)	Financial Statements.

The following consolidated financial statements of ~~Oncocyte~~iMDx are filed as part of this Report:

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 688)	F-1
Report of Independent Registered Public Accounting Firm (CBIZ CPAs P.C., PCAOB ID 199)	F-1
Consolidated Balance Sheets	F-3
Report of Independent Registered Public Accounting Firm (Marcum LLP, PCAOB ID 688)	F-3
Consolidated Statements of Operations	F-4
Consolidated Balance Sheets	F-4
Consolidated Statements of Comprehensive Loss	F-5
Consolidated Statements of Operations	F-5
Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Shareholders’ Equity	F-6
Consolidated Statements of Comprehensive Loss	F-6
Consolidated Statements of Cash Flows	F-7
Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Shareholders’ Deficit	F-7
Notes to Consolidated Financial Statements	F-8
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9


(a)(2)	Financial Statement Schedules.

Financial statement schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or the Notes thereto.


(a)(3)	Exhibits.

Refer to Item 15(b) below.


(b)	Exhibits. The following exhibits are either filed herewith or incorporated herein by reference:

ExhibitNumbers		Exhibit Description
2.1		Agreement and Plan of Merger, dated January 10, 2020, by and among ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc., Cancer DX Sub, Inc., Insight Genetics, Inc., the Shareholders who became a Party to the Merger Agreement and the Equityholder Representative. (Incorporated by reference to ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2020)
2.2		Agreement and Plan of Merger dated February 2, 2021, amended February 23, 2021, and amended and restated as of April 15, 2021, by and among ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc., CNI Monitor Sub, Inc., Chronix Biomedical, Inc., the Stockholders who became a party to the Merger Agreement and the Equityholder Representative (Incorporated by reference to ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2021)
2.3		Amendment No. 1 to Amended and Restated Agreement and Plan of Merger dated February 8, 2023, by and between ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc. and David MacKenzie, solely in his capacity as Equityholder Representative (Incorporated by reference to ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2023)
2.4		Stock Purchase Agreement, dated December 15, 2022, by and among Dragon Scientific, LLC, ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc. and Razor Genomics Inc. (Incorporated by reference to ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2022)

2.5		First Amendment to Stock Purchase Agreement, dated December 15, 2022, by and among Dragon Scientific, LLC, ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc. and Razor Genomics Inc. (Incorporated by reference to ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023)
2.6		Second Amendment to Stock Purchase Agreement, dated February 16, 2023, by and among Dragon Scientific, LLC, ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc. and Razor Genomics Inc. (Incorporated by reference to ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 23, 2023)
3.1		Articles of Incorporation with all amendments (Incorporated by reference to Oncocyte Corporation’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 14, 2021)

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3.2		Certificate of Amendment of Articles of Incorporation of Oncocyte Corporation, as filed with the Secretary of State of the State of California on July 24, 2023 (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2023)
3.3		Certificate of Determination of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2022)
3.4		Second Amended and Restated By-Laws (Incorporated by reference to Oncocyte Corporation’s Quarterly Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2022)
4.1		Specimen of Common Stock Certificate (Incorporated by reference to Oncocyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)
4.2		Silicon Valley Bank Warrant (Incorporated by reference to Oncocyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)

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4.3		Warrant to Purchase Common Stock, dated October 17, 2019, between Oncocyte Corporation and Silicon Valley Bank (Incorporated by Reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019)
3.1		Articles of Incorporation with all amendments (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 14, 2021)
4.4		Form of Common Stock Warrant (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2022)
3.2		Certificate of Amendment of Articles of Incorporation of Insight Molecular Diagnostics Inc., as filed with the Secretary of State of the State of California on July 24, 2023 (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2023)
4.5		Form of Pre-Funded Warrant (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2024)
3.3		Certificate of Ownership, as filed with the Secretary of State of the State of California on June 13, 2025 (incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2025)
4.6		Form of Pre-Funded Warrant (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2025)
3.4		Certificate of Determination of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2022)
4.7*		Description of Securities
3.5		Third Amended and Restated Bylaws of Insight Molecular Diagnostics Inc.(incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2025)
10.1#		2010 Stock Option Plan (Incorporated by reference to Oncocyte Corporation’s Form 10 12(g) filed with the Securities and Exchange Commission on October 7, 2015)
4.1		Specimen of Common Stock Certificate (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)
10.2#		2017 Amendment to 2010 Stock Option Plan (Incorporated by reference to Registration Statement on Form S-8, File Number 333-219109 filed with the Securities and Exchange Commission on June 30, 2017)
4.2		Silicon Valley Bank Warrant (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)
10.3#		Form of Stock Option Agreement (Incorporated by reference to Oncocyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)
10.4#		Form of Incentive Stock Option Agreement (Incorporated by reference to Oncocyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)
10.5#		Amended and Restated 2018 Equity Incentive Plan (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024)
10.6#		Form of 2018 Equity Incentive Plan Employee Stock Option Agreement (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)
10.7#		Form of 2018 Equity Incentive Plan Non-Employee Director Stock Option Agreement (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)
10.8#		Form of 2018 Equity Incentive Plan Restricted Stock Unit Agreement (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)


4.3		Warrant to Purchase Common Stock, dated October 17, 2019, between Insight Molecular Diagnostics Inc. and Silicon Valley Bank (Incorporated by Reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019)

4.4		Form of Common Stock Warrant (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2022)

4.5		Form of Pre-Funded Warrant (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2024)

4.6		Form of Pre-Funded Warrant (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2025)

4.7		Form of Pre-Funded Warrant, dated February 10, 2026 (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2026)

4.8*		Description of Securities

10.1#		2010 Stock Option Plan (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Form 10 12(g) filed with the Securities and Exchange Commission on October 7, 2015)

10.2#		2017 Amendment to 2010 Stock Option Plan (Incorporated by reference to Registration Statement on Form S-8, File Number 333-219109 filed with the Securities and Exchange Commission on June 30, 2017)

10.3#		Form of Stock Option Agreement (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

10.4#		Form of Incentive Stock Option Agreement (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

10.5#		Amended and Restated 2018 Equity Incentive Plan (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 2024)

10.9#		Oncocyte Corporation Change in Control and Severance Plan (Incorporated by Reference to Annual Report on Form 10-K Filed with the Securities and Exchange Commission on March 26, 2020)
10.10#		Form of Change in Control and Severance Agreement (Incorporated by Reference to Annual Report on Form 10-K Filed with the Securities and Exchange Commission on March 26, 2020)

10.11#		Amended and Restated Employment Agreement, dated June 6, 2023, by and between Oncocyte Corporation and Joshua Riggs (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2023)
10.12#		Amendment to Amended and Restated Employment Agreement, dated July 13, 2023, by and between Oncocyte Corporation and Joshua Riggs (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2023)
10.13		Registration Rights Agreement dated October 15, 2009 (Incorporated by reference to Oncocyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)
10.14		Amendment of Registration Rights Agreement, dated August 23, 2011 (Incorporated by reference to Oncocyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)
10.15		Second Amendment of Registration Rights Agreement, dated May 8, 2015 (Incorporated by reference to Oncocyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)
10.16		Third Amendment to Registration Rights Agreement, dated November 16, 2015 (Incorporated by reference to Oncocyte Corporation’s Form 10 12(b) A-1 filed with the Securities and Exchange Commission on December 29, 2015)
10.17		Loan and Security Agreement, dated February 21, 2017, by and between Oncocyte Corporation and Silicon Valley Bank (Incorporated by reference to Oncocyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)
10.18+		First Amendment to Loan and Security Agreement, dated October 17, 2019, between Oncocyte Corporation and Silicon Valley Bank (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019)
10.19		Loan Deferral Agreement, dated April 2, 2020, by and between Oncocyte Corporation and Silicon Valley Bank (Incorporated by Reference to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020)

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10.20		Office Lease Agreement, dated December 23, 2019, as amended between Oncocyte Corporation and Cushing Ventures, LLC (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2019)
10.6#		Form of 2018 Equity Incentive Plan Employee Stock Option Agreement (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)
10.21		Amendment to and Waiver of Right to Extend Original Lease, dated as of December 26, 2024, effective as of January 2, 2025, by and among Oncocyte Corporation, Induce Biologics USA, Inc. and Cushing Ventures, LLC (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2025)
10.7#		Form of 2018 Equity Incentive Plan Non-Employee Director Stock Option Agreement (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)
10.22		Sublease Agreement, dated August 8, 2023, by and between Oncocyte Corporation and Induce Biologics USA, Inc. (Incorporated by reference to Oncocyte Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023)
10.8#		Form of 2018 Equity Incentive Plan Restricted Stock Unit Agreement (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)
10.23		Lease Agreement for Suite 103, dated January 1, 2024, between Insight Genetics, Inc. and MPC Holdings, LLC (Incorporated by reference to Oncocyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024)
10.9#		Insight Molecular Diagnostics Inc. Change in Control and Severance Plan (Incorporated by Reference to Annual Report on Form 10-K Filed with the Securities and Exchange Commission on March 26, 2020)
10.24		Lease Agreement for Suite 410, dated January 1, 2024, between Insight Genetics, Inc. and MPC Holdings, LLC (Incorporated by reference to Oncocyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024)
10.10#		Form of Change in Control and Severance Agreement (Incorporated by Reference to Annual Report on Form 10-K Filed with the Securities and Exchange Commission on March 26, 2020)


10.11#		Amended and Restated Employment Agreement, dated June 6, 2023, by and between Insight Molecular Diagnostics Inc. and Joshua Riggs (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2023)

10.12#		Amendment to Amended and Restated Employment Agreement, dated July 13, 2023, by and between Insight Molecular Diagnostics Inc. and Joshua Riggs (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2023)

10.13		Registration Rights Agreement dated October 15, 2009 (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

10.14		Amendment of Registration Rights Agreement, dated August 23, 2011 (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

10.15		Second Amendment of Registration Rights Agreement, dated May 8, 2015 (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

10.16		Third Amendment to Registration Rights Agreement, dated November 16, 2015 (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Form 10 12(b) A-1 filed with the Securities and Exchange Commission on December 29, 2015)

10.17		Loan and Security Agreement, dated February 21, 2017, by and between Insight Molecular Diagnostics Inc. and Silicon Valley Bank (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)

10.18+		First Amendment to Loan and Security Agreement, dated October 17, 2019, between Insight Molecular Diagnostics Inc. and Silicon Valley Bank (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019)

10.19		Loan Deferral Agreement, dated April 2, 2020, by and between Insight Molecular Diagnostics Inc. and Silicon Valley Bank (Incorporated by Reference to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020)

10.25		Lease Agreement for Suite 510, dated January 1, 2024, between Insight Genetics, Inc. and MPC Holdings, LLC (Incorporated by reference to Oncocyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024)
10.20		Office Lease Agreement, dated December 23, 2019, as amended between Insight Molecular Diagnostics Inc. and Cushing Ventures, LLC (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2019)
10.26		Form of Subscription Agreement between Oncocyte Corporation and Certain Investors (Incorporated by Reference to Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2020)
10.21		Amendment to and Waiver of Right to Extend Original Lease, dated as of December 26, 2024, effective as of January 2, 2025, by and among Insight Molecular Diagnostics Inc., Induce Biologics USA, Inc. and Cushing Ventures, LLC (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2025)
10.27		Subscription Agreements, dated January 20, 2021, between Oncocyte Corporation and the Investors Named Therein (Incorporated by Reference to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2021)
10.28		Form of Securities Purchase Agreement dated April 13, 2022, by and among Oncocyte Corporation and certain investors (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2022)
10.29		Securities Purchase Agreement, dated April 3, 2023, by and among Oncocyte Corporation and each purchaser identified on the signatures pages thereto (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2023)
10.30		Securities Purchase Agreement, dated April 11, 2024, by and among the Company and the investors signatory thereto (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2024)
10.31		Registration Rights Agreement, dated April 11, 2024, by and among the Company and the investors signatory thereto (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2024)
10.32#		Employment Agreement, dated May 20, 2024, by and between Oncocyte Corporation and Ekkehard Schütz (Incorporated by reference to Oncocyte Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024)
10.33#		Employment Agreement, dated June 17, 2024, by and between Oncocyte Corporation and Andrea James (Incorporated by reference to Oncocyte Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024)
10.34		Sales Agreement, dated August 9, 2024, by and between the Oncocyte Corporation and Needham & Company, LLC (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 9, 2024)
10.35+		Securities Purchase Agreement, dated October 2, 2024, by and among the Company and the investors signatory thereto (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2024)
10.36+		Registration Rights Agreement, dated October 2, 2024, by and among the Company and the investors signatory thereto (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2024)
10.37+		Collaboration Agreement, dated April 5, 2024, between the Company and Bio-Rad Laboratories, Inc. (Incorporated by reference to Oncocyte Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024)
10.38+		Memorandum of Understanding, dated November 8, 2024, between the Company and Bio-Rad Laboratories, Inc. (Incorporated by reference to Oncocyte Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024)
10.39+		Securities Purchase Agreement, dated February 7, 2025, by and among the Company and the investors signatory thereto (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2025)

8159

10.40+		Registration Rights Agreement, dated February 7, 2025, by and among the Company and the investors signatory thereto (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2025)
10.41+		Securities Purchase Agreement, dated February 7, 2025, by and among the Company and the investors signatory thereto (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2025)
16.1		Letter of WithumSmith+Brown, PC, dated October 5, 2023 (Incorporated by reference to Oncocyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2023)
19.1*		Insider Trading Policy
21		Subsidiaries (Incorporated by reference to Oncocyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 12, 2023)
23.1*		Consent of Marcum LLP
31.1*		Certification of the Principal Executive Officer of Oncocyte Corporation pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer of Oncocyte Corporation pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002

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32.1**		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.22		Sublease Agreement, dated August 8, 2023, by and between Insight Molecular Diagnostics Inc. and Induce Biologics USA, Inc. (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023)
97.1		Oncocyte Corporation Clawback Policy (Incorporated by reference to Oncocyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024)
10.23		Lease Agreement for Suite 103, dated January 1, 2024, between Insight Genetics, Inc. and MPC Holdings, LLC (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024)
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
10.24		Lease Agreement for Suite 410, dated January 1, 2024, between Insight Genetics, Inc. and MPC Holdings, LLC (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024)
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
10.25		Lease Agreement for Suite 510, dated January 1, 2024, between Insight Genetics, Inc. and MPC Holdings, LLC (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.26		Form of Securities Purchase Agreement dated April 13, 2022, by and among Insight Molecular Diagnostics Inc. and certain investors (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2022)
10.27		Securities Purchase Agreement, dated April 3, 2023, by and among Insight Molecular Diagnostics Inc. and each purchaser identified on the signatures pages thereto (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2023)
10.28		Securities Purchase Agreement, dated April 11, 2024, by and among the Company and the investors signatory thereto (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2024)
10.29#		Employment Agreement, dated May 20, 2024, by and between Insight Molecular Diagnostics Inc. and Ekkehard Schütz (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024)
10.30#		Employment Agreement, dated June 17, 2024, by and between Insight Molecular Diagnostics Inc. and Andrea James (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024)
10.31+		Securities Purchase Agreement, dated October 2, 2024, by and among the Company and the investors signatory thereto (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2024)
10.32+		Collaboration Agreement, dated April 5, 2024, between the Company and Bio-Rad Laboratories, Inc. (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024)
10.33+		Memorandum of Understanding, dated November 8, 2024, between the Company and Bio-Rad Laboratories, Inc. (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024)
10.34		Amendment to and Waiver of Right to Extend Original Lease, dated as of December 26, 2024, effective as of January 2, 2025, by and among Insight Molecular Diagnostics Inc., Induce Biologics USA, Inc. and Cushing Ventures, LLC (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2025)
10.35+		Securities Purchase Agreement, dated February 7, 2025, by and among the Company and the investors signatory thereto (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2025)

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10.36+		Securities Purchase Agreement, dated February 7, 2025, by and among the Company and the investors signatory thereto (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2025)

10.37#		Amendment to Employment Agreement, effective September 29, 2025, by and between Insight Molecular Diagnostics Inc. and Ekkehard Schütz (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2025)

10.38+		Form of Securities Purchase Agreement, dated as of February 10, 2026, by and between the Company and the purchasers thereto (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2026)

19.1		Insider Trading Policy (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025)

21		Subsidiaries (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 12, 2023)

23.1*		Consent of CBIZ CPAs P.C.

23.2*		Consent of Marcum LLP

31.1*		Certification of the Principal Executive Officer of Insight Molecular Diagnostics Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of the Principal Financial Officer of Insight Molecular Diagnostics Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002


32.1**		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1		Insight Molecular Diagnostics Inc. Clawback Policy (Incorporated by reference to Insight Molecular Diagnostics Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024)

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** The certifications attached as Exhibit 32.1 that accompany this Report are not deemed filed with the SEC and are not to be incorporated by reference into any filing of ~~Oncocyte~~iMDx under the Securities Act, or the Exchange Act, whether made before or after the date of this Report, regardless of any general incorporation language contained in any filing.

# The referenced exhibit is a management contract, compensatory plan or arrangement.

+ Schedules have been omitted from this filing pursuant to Item 601(ba)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. Certain portions of this exhibit (indicated by “[*]” or “[***]”) have been omitted pursuant to Item 601(b)(10) because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.


(c)	Other financial statement schedules.

Not applicable.

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Item 16. Form 10-K Summary.

Not applicable.

8262

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	ONCOCYTE CORPORATION
	INSIGHT MOLECULAR DIAGNOSTICS INC.
Date: March 24, 2025	By: /s/ Joshua Riggs
Date: March 26, 2026	By: /s/ Joshua Riggs
	Joshua Riggs
	President and Chief Executive Officer(Principal Executive Officer)
Date: March 24, 2025	By: /s/ Andrea James
Date: March 26, 2026	By: /s/ Andrea James
	Andrea James
	Chief Financial Officer(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joshua Riggs	President and Chief Executive Officer and Director	March 2426, ~~2025~~2026
JOSHUA RIGGS	(Principal Executive Officer)
/s/ Andrea James	Chief Financial Officer	March 2426, ~~2025~~2026
ANDREA JAMES	(Principal Financial Officer)
/s/ James Liu	Vice President Accounting, Controller, Treasurer and Principal Accounting Officer	March 2426, ~~2025~~2026
JAMES LIU	(Principal Accounting Officer)
/s/ Andrew Arno	Director	March 2426, ~~2025~~2026
ANDREW ARNO
/s/ Andrew J. Last	Director	March 2426, ~~2025~~2026
ANDREW J. LAST
/s/ Louis E. Silverman	Director	March 2426, ~~2025~~2026
LOUIS E. SILVERMAN

8363

~~Report~~Table of ~~Independent Registered Public Accounting Firm~~Contents

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 199)

To the Shareholders and Board of Directors of

~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of ~~Oncocyte~~Insight ~~Corporation~~Molecular Diagnostics Inc. (the “Company”) as of December 31, ~~2024 and 2023~~2025, the related consolidated statements of operations, comprehensive loss, Series A redeemable convertible preferred stock and ~~shareholders~~stockholders’ ~~equity~~deficit, and cash flows for ~~each of~~ the ~~two~~year ~~years in the period~~ ended December 31, ~~2024,~~2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024 and 2023~~2025, and the results of its operations and its cash flows for ~~each of~~ the ~~two~~year ~~years in the period~~ ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, the Company has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures, and accordingly has modified its segment disclosures using the retrospective approach.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("“PCAOB"”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits,~~audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Contingent consideration – Fair valuation of contingent consideration liabilities

As described in Note 3 to the financial statements, the Company reported certain contingent consideration liabilities at their estimated fair value as of year-end. The Company used a discounted cash flow model, which is an income approach, in determining the fair value of the contingent consideration liabilities.

The principal consideration for our determination that the fair value of contingent consideration liabilities is a critical audit matter is that there is significant judgment by management in estimating possible future payouts, the discount rate, and the likelihood of certain milestones being met. This in turn led to high degree of auditor judgment, subjectivity, and effort in performing audit procedures in evaluating audit evidence related to management’s estimates and assumptions used in the valuation model. Furthermore, evaluating the related audit evidence required significant auditor judgment as the nature of the evidence is highly subjective, and audit effort involved the use of professionals with specialized skills and knowledge to assist in evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating evidence in connection with forming our overall audit opinion on the financial statements. These procedures included (i) evaluating the methodology management used to develop its estimate, (ii) testing the significant inputs and assumptions to management’s estimate, and (iii) involving the use of auditor-employed valuation specialists in assessing the estimate.

F-1

~~The~~Table ~~principal considerations for our determination that the fair value~~ of contingent consideration liabilities is a critical audit matter, are that there is significant judgment by management in estimating possible future payouts, the discount rate, and the likelihood of certain milestones being met. This in turn led to high degree of auditor judgment, subjectivity, and effort in performing audit procedures in evaluating audit evidence related to management’s estimates and assumptions used in the valuation model. Furthermore, evaluating the related audit evidence required significant auditor judgment as the nature of the evidence is highly subjective, and audit effort involved the use of professionals with specialized skills and knowledge to assist in evaluating the audit evidence obtained.Contents

~~Addressing~~Intangible ~~the~~assets ~~matter~~– ~~involved~~Impairment ~~performing~~of procedures and evaluating evidence in connection with forming our overall audit opinion on the financial statements. These procedures included (i) performing risk assessment procedures on management’s own estimate, which included evaluating certain of their assumptions and the methodology used, (ii) developing an independent estimate of the fair value of contingent consideration using information from comparable companies and other sources, and (iii) involving the use of auditorindefinite-~~employed~~lived ~~valuation~~intangible ~~specialists in assessing the estimate.~~ assets

~~Intangible~~As ~~assets~~described –in ~~Impairment~~Note ~~evaluation~~5 ~~for~~to ~~certain~~the financial statements, the Company recognized impairment expense related to its indefinite-lived intangible assets. The Company used a multi-period excess earnings method, which is an income approach, to determine the fair value of the intangible assets in such evaluation.

AsThe ~~described~~principal inconsideration ~~Note~~for 5our todetermination that the ~~financial~~impairment ~~statements,~~evaluation ~~the~~is ~~Company~~a ~~identified~~critical ~~indicators~~audit ofmatter ~~impairment~~is ~~for~~that ~~its~~there ~~in-process~~is ~~research~~significant ~~and~~judgment ~~development~~by ~~indefinite-lived~~management ~~intangible~~in ~~assets~~estimating forecasted cash flows and ~~accordingly~~assumptions ~~performed~~such anas ~~impairment~~the ~~evaluation~~discount rate. ~~The~~This ~~Company~~in ~~used~~turn aled ~~multi-period~~to ~~excess~~high ~~earnings~~degree ~~method~~of auditor judgment, ~~which~~subjectivity, isand aneffort ~~income~~in ~~approach,~~performing audit procedures in evaluating audit evidence related to ~~determine~~management’s estimates and assumptions used in the ~~fair~~forecasted ~~value~~cash offlows and valuation model. Furthermore, evaluating the ~~intangible~~audit ~~assets~~evidence inrelated ~~such~~to impairment evaluation. required significant auditor judgment as the nature of the evidence is highly subjective.

~~The~~Addressing ~~principal considerations for our determination that~~ the ~~impairment evaluation is a critical audit~~ matter, ~~are~~involved that there is significant judgment by management in estimating forecasted cash flows and assumptions such as the discount rate. This in turn led to high degree of auditor judgment, subjectivity, and effort in performing ~~audit~~ procedures inand evaluating ~~audit~~ evidence ~~related to management’s estimates and assumptions used~~ in ~~the~~connection ~~forecasted~~with ~~cash~~forming ~~flows~~our ~~and~~overall ~~valuation~~audit ~~model.~~opinion ~~Furthermore,~~on ~~evaluating~~ the ~~audit~~financial ~~evidence~~statements. ~~related~~These toprocedures ~~impairment~~included ~~evaluation~~(i) ~~required~~developing ~~significant~~an ~~auditor~~independent ~~judgment~~estimate ~~as the nature~~ of the ~~evidence~~fair isvalue ~~highly~~of ~~subjective, and~~ the ~~audit~~indefinite-lived ~~effort~~intangible ~~involved~~assets ~~the use of professionals with specialized skills~~ and ~~knowledge~~comparing it to ~~assist~~management’s inown ~~evaluating the audit evidence obtained~~estimate.

Addressing the matter involved performing procedures and evaluating evidence in connection with forming our overall audit opinion on the financial statements. These procedures included (i) performing risk assessment procedures on management’/s/ ~~own~~CBIZ ~~estimate,~~CPAs which included evaluating certain of their assumptions and the methodology used, (ii) developing an independent estimate of the fair value of indefinite-lived intangible assets using information from comparable companies and other sources, and (iii) involving the use of auditor-employed valuation specialists in assessing the estimateP.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2023 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).

Costa Mesa, CA

March 26, 2026

F-2

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Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688)

To the Shareholders and Board of Directors of

Insight Molecular Diagnostics Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Insight Molecular Diagnostics Inc., formerly known as Oncocyte Corporation, (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, Series A redeemable convertible preferred stock and shareholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We ~~have~~ served as the Company’s auditor ~~since~~from 2023. through 2025.

Costa Mesa, CA

March 24, 2025

F-23

~~ONCOCYTE~~Table ~~CORPORATION~~of Contents

INSIGHT MOLECULAR DIAGNOSTICS INC.

CONSOLIDATED BALANCE SHEETS

(In thousands~~, except per share data~~)

	December 31,
	2024			2023
	2025			2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	811,~~636~~583		$	98,~~432~~636
Accounts receivable, net of allowance for credit losses of $16 and $5, respectively		1,613			484
Accounts receivable, net of allowance for credit losses of $11 and $16, respectively		1,128			1,613
Inventories		~~410~~446			—410
Deferred financing costs		~~279~~—			—279
Prepaid expenses and other current assets		821			643
Restricted cash, current		729			—
Assets held for sale		—			139
Prepaid expenses and other current assets		1,420			821
Total current assets		1115,~~759~~306			1011,~~698~~759
NONCURRENT ASSETS
Right-of-use and financing lease assets, net		2,757			1,637
Right-of-use operating and financing lease assets, net		2,815			2,757
Machinery and equipment, net, and construction in progress		36,~~567~~435			3,~~799~~567
Intangible assets, net		~~14,607~~—			5614,~~595~~607
Restricted cash		1,700			1,700
Restricted cash, noncurrent		607			1,700
Other noncurrent assets		~~691~~593			~~463~~691
TOTAL ASSETS	$	3525,~~081~~756		$	7435,~~892~~081
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	2,~~279~~544		$	~~953~~1,641
Accrued compensation		1,939			1,649
Due to related party (Note 9)		2,780			638
Accrued compensation		2,461			1,939
Accrued royalties		1,116			1,116
Accrued expenses and other current liabilities		~~418~~939			~~452~~418
Right-of-use and financing lease liabilities, current		1,295			665
Operating and financing lease liabilities, current		1,807			1,295
Current liabilities of discontinued operations (Note 13)		—			45
Contingent consideration liabilities, current		428			228
Contingent consideration liabilities, current		228			2,314
Total current liabilities		12,075			7,275
Total current liabilities		7,275			7,194
NONCURRENT LIABILITIES
Right-of-use and financing lease liabilities, noncurrent		2,369			2,204
Operating and financing lease liabilities, noncurrent		1,690			2,369
Contingent consideration liabilities, noncurrent		3743,~~711~~455			3937,~~900~~711
TOTAL LIABILITIES		4757,~~355~~220			4947,~~298~~355
Commitments and contingencies (Note 6)
Series A Redeemable Convertible Preferred Stock, no par value; stated value $1,000 per share; 5 shares issued and outstanding at December 31, 2023; aggregate liquidation preference of $5,296 as of December 31, 2023		—			5,126
SHAREHOLDERS’ DEFICIT
SHAREHOLDERS’ (DEFICIT) EQUITY
Preferred stock, no par value, 5,000 shares authorized; no shares issued and outstanding		—			—
Common stock, no par value, 230,000 shares authorized; 17,453 and 8,261 shares issued and outstanding at December 31, 2024 and 2023, respectively		338,244			310,295
Common stock, no par value, 230,000 shares authorized; 28,683 and 17,453 shares issued and outstanding at December 31, 2025 and 2024, respectively		369,211			338,244
Accumulated other comprehensive income		2186			4921
Accumulated deficit		(~~350~~400,~~539~~761	)		(~~289~~350,~~876~~539	)
Total shareholders’ (deficit) equity		(12,274	)		20,468
Total shareholders’ deficit		(31,464	)		(12,274	)
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	35,081		$	74,892
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	25,756		$	35,081

The accompanying notes are an integral part of these consolidated financial statements.

F-34

~~ONCOCYTE~~Table ~~CORPORATION~~of Contents

INSIGHT MOLECULAR DIAGNOSTICS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Years EndedDecember 31,
	2024			2023
	2025			2024
Net revenue	$	14,~~881~~055		$	1,~~503~~881
Cost of revenues		1,~~053~~750			1,~~002~~053
Cost of revenues – amortization of acquired intangibles		887			88
Gross profit		~~740~~2,298			~~413~~740
Operating expenses:
Research and development		915,~~839~~900			9,~~294~~839
Sales and marketing		36,~~944~~343			23,~~795~~944
General and administrative		10,~~204~~633			1110,~~182~~204
Change in fair value of contingent consideration		(45,~~275~~946	)		(54,~~762~~275	)
Impairment losses		4114,~~900~~600			641,~~757~~900
Impairment loss on held for sale assets		~~169~~—			~~1,283~~169
Total operating expenses		6153,~~781~~422			2561,~~549~~781
Loss from operations		(6151,~~041~~124	)		(2561,~~136~~041	)
Other (expenses) income:
Interest expense		(84109	)		(5284	)
Loss on marketable equity securities		—			(61	)
Other income, net		1,011			462
Other income, net		462			394
Total other income, net		902			378
Total other income, net		378			281
Loss before income taxes		(50,222	)		(60,663	)
Loss from continuing operations		(60,663	)		(24,855	)
Income taxes		—			—
Loss from discontinued operations (Note 13)		—			(2,926	)
Net loss	$	(50,222	)	$	(60,663	)
Net loss	$	(60,663	)	$	(27,781	)
Net loss per share (Note 2):
Net loss from continuing operations - basic and diluted	$	(60,926	)	$	(25,797	)
Net loss attributable to common stockholders - basic and diluted	$	(50,222	)	$	(60,926	)
Net loss from discontinued operations - basic and diluted	$	—		$	(2,926	)
Net loss attributable to common stockholders per share - basic and diluted	$	(1.65	)	$	(4.66	)
Net loss attributable to common stockholders - basic and diluted	$	(60,926	)	$	(28,723	)
Weighted average shares outstanding - basic and diluted		30,476			13,071
Net loss from continuing operations per share - basic and diluted	$	(4.66	)	$	(3.37	)
Net loss from discontinued operations per share - basic and diluted	$	—		$	(0.38	)
Net loss attributable to common stockholders per share - basic and diluted	$	(4.66	)	$	(3.75	)
Weighted average shares outstanding - basic and diluted		13,071			7,651

The accompanying notes are an integral part of these consolidated financial statements.

F-45

~~ONCOCYTE~~Table ~~CORPORATION~~of Contents

INSIGHT MOLECULAR DIAGNOSTICS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

	Years EndedDecember 31,
	2024			2023
	2025			2024
Net loss	$	(6050,~~663~~222	)	$	(2760,~~781~~663	)
Foreign currency translation adjustments		~~(28~~65	)		10(28	)
Comprehensive loss	$	(6050,~~691~~157	)	$	(2760,~~771~~691	)

The accompanying notes are an integral part of these consolidated financial statements.

F-56

~~ONCOCYTE~~Table ~~CORPORATION~~of Contents

~~CONSOLIDATED~~INSIGHT ~~STATEMENTS~~MOLECULAR OFDIAGNOSTICS ~~SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ (DEFICIT) EQUITY~~INC.

CONSOLIDATED STATEMENTS OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT

(In thousands)

	Year Ended December 31, 2024
	Year Ended December 31, 2025
	Series A RedeemableConvertible PreferredStock						Common Stock						AccumulatedOtherComprehensive			Accumulated			TotalShareholders’
	Shares			Amount			Shares			Amount			Income			Deficit			~~Equity (~~Deficit)
Balance at December 31, 2023		5		$	5,126			8,261		$	310,295		$	49		$	(289,876	)	$	20,468
Net Loss		—			—			—			—			—			(60,663	)		(60,663	)
Foreign currency translation adjustment		—			—			—			—			(28	)		—			(28	)
Stock-based compensation		—			—			—			1,753			—			—			1,753
Vesting of bonus awards		—			—			—			52			—			—			52
Sale of common shares, net of financing costs		—			—			8,538			24,638			—			—			24,638
Sale of common shares under at-the-market transactions, net of financing costs		—			—			611			1,661			—			—			1,661
Shares issued upon vesting of RSUs		—			—			4			—			—			—			—
Shares issued for consultant services		—			—			39			108			—			—			108
Redemption of Series A redeemable convertible preferred stock		(5	)		(5,389	)		—			—			—			—			—
Accretion of Series A convertible preferred stock to redemption value		—			263			—			(263	)		—			—			(263	)
Balance at December 31, 2024		—		$	—			17,453		$	338,244		$	21		$	(350,539	)	$	(12,274	)
Net Loss		—			—			—			—			—			(50,222	)		(50,222	)
Foreign currency translation adjustment		—			—			—			—			65			—			65
Stock-based compensation		—			—			—			2,219			—			—			2,219
Vesting of bonus awards		—			—			—			56			—			—			56
Sale of common shares, net of financing costs		—			—			11,146			28,656			—			—			28,656
Shares issued upon vesting of RSUs		—			—			66			—			—			—			—
Shares issued for consultant services		—			—			30			108			—			—			108
Shares withheld related to net share settlement of stock-based awards		—			—			(12	)		(72	)		—			—			(72	)
Balance at December 31, 2025		—		$	—			28,683		$	369,211		$	86		$	(400,761	)	$	(31,464	)

	Year Ended December 31, 2023
	Year Ended December 31, 2024
	Series A RedeemableConvertible PreferredStock						Common Stock					AccumulatedOtherComprehensive			Accumulated			TotalShareholders’
	Shares			Amount			Shares		Amount			Income			Deficit			Equity (Deficit)
Balance at December 31, 2022		6		$	5,302			5,932	$	294,929		$	39		$	(260,676	)	$	34,292
Cumulative change in accounting principle (Note 2)		—			—			—		—			—			(1,419	)		(1,419	)
Balance at January 1, 2023, as adjusted		6			5,302			5,932		294,929			39			(262,095	)		32,873
Net loss		—			—			—		—			—			(27,781	)		(27,781	)
Foreign currency translation adjustment		—			—			—		—			10			—			10
Stock-based compensation		—			—			—		2,760			—			—			2,760
Vesting of bonus awards		—			—			—		91			—			—			91
Sale of common shares, net of financing costs		—			—			2,275		13,421			—			—			13,421
Deemed dividend on Series A redeemable convertible preferred stock		—			118			—		(118	)		—			—			(118	)
Shares issued upon vesting of RSUs		—			—			45		—			—			—			—
Shares issued for consultant services		—			—			9		36			—			—			36
Redemption of Series A redeemable convertible preferred stock		(1	)		(1,118	)		—		—			—			—			—
Accretion of Series A convertible preferred stock to redemption value		—			824			—		(824	)		—			—			(824	)
Balance at December 31, 2023		5		$	5,126			8,261	$	310,295		$	49		$	(289,876	)	$	20,468
Net loss		—			—			—		—			—			(60,663	)		(60,663	)
Foreign currency translation adjustment		—			—			—		—			(28	)		—			(28	)
Stock-based compensation		—			—			—		1,753			—			—			1,753
Vesting of bonus awards		—			—			—		52			—			—			52
Sale of common shares, net of financing costs		—			—			8,538		24,638			—			—			24,638
Sale of common shares under at-the-market transactions, net of financing costs		—			—			611		1,661			—			—			1,661
Shares issued upon vesting of RSUs		—			—			4		—			—			—			—
Shares issued for consultant services		—			—			39		108			—			—			108
Redemption of Series A redeemable convertible preferred stock		(5	)		(5,389	)		—		—			—			—			—
Accretion of Series A convertible preferred stock to redemption value		—			263			—		(263	)		—			—			(263	)
Balance at December 31, 2024		—		$	—			17,453	$	338,244		$	21		$	(350,539	)	$	(12,274	)

The accompanying notes are an integral part of these consolidated financial statements.

F-67

~~ONCOCYTE~~Table ~~CORPORATION~~of Contents

INSIGHT MOLECULAR DIAGNOSTICS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years EndedDecember 31,
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6050,~~663~~222	)	$	(2760,~~781~~663	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		12,~~476~~190			1,~~592~~476
Amortization of intangible assets		887			88
Stock-based compensation		12,~~753~~219			21,~~760~~753
Equity compensation for bonus awards and consulting services		~~160~~164			~~127~~160
Loss on marketable equity securities		—			61
Change in fair value of contingent consideration		5,946			(4,275	)
Change in fair value of contingent consideration		(4,275	)		(5,762	)
Impairment losses		14,600			41,900
Impairment losses		41,900			6,757
Impairment loss on held for sale assets		—			169
Loss on disposal of discontinued operations		—			1,521
Unrealized foreign currency losses (gains)		185			(4	)
Impairment loss on held for sale assets		169			1,283
Changes in operating assets and liabilities:
Accounts receivable		~~(1,129~~485	)		~~109~~(1,129	)
Inventories		(~~410~~36	)		—(410	)
Prepaid expenses and other assets		(~~458~~226	)		~~784~~(430	)
Accounts payable and accrued liabilities		~~967~~2,646			~~(4,757~~967	)
Lease assets and liabilities		(291	)		(107	)
Operating lease assets and liabilities		(142	)		(291	)
Net cash used in operating activities		(2022,~~713~~184	)		(2320,~~325~~689	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable equity securities		—			367
Proceeds from sale of equipment		—			4
Proceeds from sale of equipment		4			354
Machinery and equipment purchases, and construction in progress		(3,185	)		(516	)
Construction in progress and purchases of furniture and equipment		(516	)		(281	)
Net cash used in investing activities		(3,185	)		(512	)
Cash sold in discontinued operations (Note 13)		—			(1,372	)
Net cash used in investing activities		(512	)		(932	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common shares		2629,~~012~~143			1326,~~848~~012
Financing costs to issue common shares		(~~1,374~~487	)		(~~427~~1,374	)
Proceeds from sale of common shares under at-the-market transactions		~~1,802~~—			—1,802
Financing costs for at-the-market sales		~~(421~~—	)		—(421	)
Redemption of Series A redeemable convertible preferred shares		~~(5,389~~—	)		(15,~~118~~389	)
Repayment of financing lease obligations		(201	)		(117	)
Contingent consideration liability payments		(2	)		—
Net provided by financing activities		20,429			12,186
Taxes paid related to net share settlement of stock-based awards		(72	)		—
NET CHANGE IN CASH, CASH EQUIVALENTS (INCLUDES DISCONTINUED OPERATIONS) AND RESTRICTED CASH		(796	)		(12,071	)
Repayment of financing lease obligations		(510	)		(201	)
CASH, CASH EQUIVALENTS (INCLUDES DISCONTINUED OPERATIONS) AND RESTRICTED CASH, BEGINNING		11,132			23,203
Net provided by financing activities		28,072			20,429
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING	$	10,336		$	11,132
Effect of exchange rate changes on cash and cash equivalents		(120	)		(24	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		2,583			(796	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING		10,336			11,132
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING	$	12,919		$	10,336
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	4291		$	742
Cash paid for income taxes	$	—		$	—
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Construction in progress, machinery and equipment purchases included in accounts payable and accrued liabilities	$	570		$	—
Machinery and equipment purchases, and construction in progress included in accounts payable and accrued liabilities	$	1,442		$	570
Accretion of Series A convertible preferred stock	$	~~263~~—		$	~~824~~263
Lease assets obtained in exchange for lease liabilities	$	1,~~202~~138		$	—1,794

The accompanying notes are an integral part of these consolidated financial statements.

F-78

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INSIGHT MOLECULAR DIAGNOSTICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Description of the Business

Insight Molecular Diagnostics Inc. (f/k/a Oncocyte Corporation) (“~~Oncocyte~~iMDx,” the “Company,” “we,” “our” or “us”), incorporated in 2009 in California, is a pioneering diagnostics technology company. Our mission is to ~~democratize~~expand access to novel molecular diagnostic testing, tomost ~~improve~~immediately ~~patient~~in ~~outcomes~~the transplanted organ rejection testing category. Our current intellectual property portfolio comprises three general areas: 1) organ transplant, 2) oncology therapy selection, and 3) oncology therapy monitoring. Within these categories, we have developed or are in the process of developing laboratory developed tests (“LDTs”) that can be run at our ~~Nashville~~Franklin, Tennessee ~~lab~~laboratory, kitted research use only (“RUO”) tests, and in vitro diagnostic (“IVD”) kitted clinical tests that can be run by local labs.

~~Razor~~In ~~Transactions~~June 2025, we changed our name from “Oncocyte Corporation” to “Insight Molecular Diagnostics Inc.” Our new trading symbol “IMDX” became effective on the Nasdaq Stock Market, LLC (“Nasdaq”) on June 18, 2025. In addition, in June 2025, we moved our headquarters from Irvine, California, to Nashville, Tennessee. Tennessee is home to our Clinical Laboratory Improvements Amendment (“CLIA”) certified lab and a growing hub for healthcare innovation.

~~Oncocyte’s~~Business first product for commercial release was a proprietary treatment stratification test called DetermaRx that identifies which patients with early-stage non-small cell lung cancer may benefit from chemotherapy, resulting in a significantly higher, five-year survival rate. Beginning in September 2019 through February 23, 2021, Oncocyte held a 25% equity interest in Razor Genomics, Inc. (“Razor”), a privately held company, that had developed and licensed to Oncocyte the lung cancer treatment stratification laboratory test that Oncocyte was commercializing as DetermaRx. On February 24, 2021, Oncocyte completed the purchase of all the remaining issued and outstanding shares of common stock of Razor. As a result of the purchase of the Razor common stock, Oncocyte became the sole shareholder of Razor.Risks

OnTariff ~~December~~policies ~~15,~~and ~~2022,~~potential ~~the~~countermeasures ~~Company~~could ~~entered~~increase ~~into~~our acosts ~~Stock~~and ~~Purchase~~disrupt ~~Agreement~~our ~~(the~~global ~~“Razor~~supply ~~Stock~~chain, ~~Purchase~~which ~~Agreement”)~~could ~~with~~negatively ~~Dragon~~impact ~~Scientific,~~the ~~LLC,~~results aof ~~Delaware~~our ~~limited~~operations ~~liability~~as ~~company~~well ~~(“Dragon”),~~as ~~and~~our ~~Razor.~~asset ~~Pursuant~~valuations toand ~~the~~other ~~Razor~~fair ~~Stock~~value ~~Purchase~~measurements. ~~Agreement~~In addition, ~~Oncocyte~~our ~~agreed~~business tocould ~~sell~~be toadversely ~~Dragon,~~impacted ~~3,188,181~~by ~~shares~~other ofinflationary ~~common~~factors. ~~stock~~The ofCompany ~~Razor,~~will ~~which~~continue ~~constituted~~to ~~approximately~~monitor ~~70%~~these ofrisks. ~~the~~Refer ~~issued~~to ~~and~~Item ~~outstanding~~1A. ~~equity~~“Risk ~~interests~~Factors” ofincluded ~~Razor~~elsewhere in this Annual Report on aForm ~~fully~~10-~~diluted~~K ~~basis,~~for ~~and~~the ~~transfer~~year toended ~~Razor~~December ~~all~~31, of2025 ~~the~~(this ~~assets~~“Report”) ~~and~~for ~~liabilities~~additional ~~related~~information toabout ~~DetermaRx (~~the ~~“Razor~~risks ~~Sale~~that ~~Transaction”)~~may impact our business.

On February 16, 2023, Oncocyte completed the Razor Sale Transaction (the “Razor Closing”). In connection with the Razor Closing, Oncocyte transferred to Razor all of the assets and liabilities related to DetermaRx. While no monetary consideration was received for the sale of 70% of the equity interests of Razor, the transaction allowed the Company to eliminate all development and commercialization costs with respect to DetermaRx. Following the Razor Closing, Oncocyte continues to own 1,366,364 shares of common stock of Razor, which constitutes approximately 30% of the issued and outstanding equity interests of Razor on a fully-diluted basis.

As a result of the divestiture of Razor, the Company has reflected the 2023 operations of Razor as a discontinued operation. See Note 13, “Discontinued Operations of Razor” for additional information.

Liquidity

~~Oncocyte~~iMDx has incurred operating losses and negative operating cash flows since its inception and had an accumulated deficit of $~~350~~400.58 million as of December 31, ~~2024~~2025. ~~Oncocyte~~iMDx expects to continue to incur operating losses and negative operating cash flows for the foreseeable future. Since its formation, ~~Oncocyte~~iMDx has financed its operations primarily through the sale of shares of its common stock, convertible preferred stock and warrants to acquire common stock. As of December 31, ~~2024~~2025, ~~Oncocyte~~iMDx had $811.6 million of cash and cash equivalents and $1.3 million in remaining restricted cash that started to be released in the third quarter of 2025 (see Note 6, “Office and Facilities Leases – Irvine Office Lease” for additional information). On February 1012, ~~2025~~2026, we raised substantial additional capital as discussed below.

~~Oncocyte~~On ~~received~~April a5, ~~positive coverage decision from MolDx for GraftAssureCore (Kidney) in August of 2023~~2024, ~~and~~the itCompany ~~became~~entered ~~commercially~~into ~~available~~a ~~for~~global ~~ordering~~strategic inpartnership ~~January~~agreement ~~2024~~with ~~through~~Bio-Rad ~~Oncocyte’s~~Laboratories, ~~Clinical~~Inc. ~~Laboratory Improvements Amendment~~ (“~~CLIA~~Bio-Rad”) ~~Laboratory in Nashville, Tennessee. GraftAssureCore (Kidney) is now broadly available~~ to ~~transplant~~collaborate ~~professionals~~in ~~upon~~the ~~request.~~development Inand ~~July~~the ~~2024,~~commercialization ~~Oncocyte~~of ~~began~~RUO toand ~~commercialize~~IVD ~~the~~kitted ~~technology~~transplant ~~underlying~~products ~~GraftAssureCore~~for ~~(Kidney)~~clinical byuse. ~~distributing~~On ~~its~~November ~~sister product~~8, ~~GraftAssureIQ~~2024, ~~which~~the isCompany ~~intended to be sold~~ and ~~used~~Bio-Rad ~~for~~entered ~~research~~into ~~purposes~~a ~~and~~memorandum isof ~~labeled~~understanding aswith ~~RUO.~~respect ~~Oncocyte expects~~ to ~~distribute~~such ~~its~~agreement ~~RUO~~to ~~production~~establish ~~through~~additional aactivities ~~mix~~to ofbe ~~direct~~performed ~~sales,~~by ~~partnering~~each ~~and~~party ~~distribution~~pursuant ~~agreements,~~to ~~and~~such ~~licensing~~agreement. InSee ~~December~~Note ~~2024~~10, we“Collaborative ~~confirmed~~Arrangements” ~~Medicare reimbursement~~ for ~~also~~additional ~~monitoring certain high-risk patients, that is, those with newly developed donor-specific antibodies~~information.

FOn February 10, 2025, the Company consummated a registered direct offering and concurrent private placement of its securities to certain accredited investors (the “February 2025 Offering”). The aggregate gross proceeds from the February 2025 Offering were approximately $29.1 million. After deducting offering expenses payable by the Company of $487,000, the resulting net proceeds were approximately $28.7 million. These net proceeds are inclusive of an investment from Bio-8Rad (see Note 9), our aforementioned global strategic partner. The Company is using the net proceeds received for general corporate purposes and working capital. See Note 7, “Common Stock – February 2025 Offering” for additional information.

~~ONCOCYTE~~On ~~CORPORATION~~February 12, 2026, the Company consummated a registered direct offering of its securities to certain accredited investors (the “February 2026 Offering”). The gross proceeds from the February 2026 Offering were approximately $26.0 million. After deducting placement agent fees and offering expenses payable by the Company of $1.4 million, the resulting net proceeds were approximately $24.6 million. These net proceeds are inclusive of an investment from Bio-Rad (see Note 9), our aforementioned global strategic partner. The Company plans to use the net proceeds primarily for general corporate purposes, including but not limited to research and development in the transplantation category. See Note 13, “Subsequent Events – Registered Direct Offering” for additional information.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the field of oncology, Oncocyte is continuing to develop DetermaIO, a test with promising data supporting its potential to help identify patients likely to respond to checkpoint inhibitor drugs. This new class of drugs modulate the immune response and show activity in multiple solid tumor types including non-small cell lung cancer, and triple negative breast cancer. A kitted research product format of the underlying technology began proof-of-concept development in 2023. The application of immunotherapy is a global problem, so we expect partnering opportunities for each of our products as they reach clinical maturity. We also expect to begin commercializing our oncology product line, which includes DetermaIO, over the next 15 months.

On April 5, 2024, the Company entered into a global strategic partnership agreement with Bio-Rad Laboratories, Inc. (“Bio-Rad”) to collaborate in the development and the commercialization of RUO and in vitro diagnostic (“IVD”) kitted transplant products for clinical use. See Note 10, “Collaborative Arrangements” for additional information. On November 8, 2024, the Company and Bio-Rad entered into a memorandum of understanding with respect to such agreement to establish additional activities to be performed by each party pursuant to such agreement (see Note 10).

On April 15, 2024, the Company consummated a private placement of its securities to certain accredited investors (the “April 2024 Offering”). The resulting net proceeds were approximately $9.9 million, after deducting offering expenses of $538,000 and deducting $5.4 million for the redemption of all remaining shares of the Company’s Series A Redeemable Convertible Preferred Stock. These net proceeds are inclusive of an investment from Bio-Rad (see Note 9), our aforementioned global strategic partner. See Note 7, “Common Stock – April 2024 Offering,” for additional information.

On August 1, 2024, the Company filed a shelf registration statement on Form S-3, pursuant to which it registered for sale up to $100.0 million of any combination of its common stock, preferred stock, warrants and/or units from time to time and at prices and on terms that it may determine (the “Primary Shelf Registration Statement”). On August 9, 2024, the Company entered into a sales agreement with a sales agent, pursuant to which the Company may offer and sell from time to time up to an aggregate of $7.5 million of shares of the Company’s common stock, registered on the Primary Shelf Registration Statement, through the sales agent through an at-the-market facility (the “August 2024 Offering”). As of December 31, 2024, net proceeds to the Company from the sale of such shares were approximately $1.7 million. See Note 7, “Common Stock – August 2024 Offering,” for additional information. On February 8, 2025, the Company terminated this sales agreement. As a result, the Company may not make any further sales pursuant to such at-the-market facility. See Note 14, “Subsequent Events” for additional information.

On October 4, 2024, the Company consummated a private placement of its securities to certain accredited investors (the “October 2024 Offering”). The gross proceeds from the October 2024 Offering were approximately $10.2 million. After deducting placement agent fees and expenses and offering expenses payable by the Company of $836,000, the resulting net proceeds were approximately $9.4 million. These net proceeds are inclusive of an investment from Bio-Rad (see Note 9), our aforementioned global strategic partner. See Note 7, “Common Stock – October 2024 Offering” for additional information.

On February 10, 2025, the Company consummated a registered direct offering and concurrent private placement of its securities to certain accredited investors (the “February 2025 Offering”). The aggregate gross proceeds from the February 2025 Offering were approximately $29.1 million. After deducting offering expenses payable by the Company of $480,000, the resulting net proceeds were approximately $28.7 million. These net proceeds are inclusive of an investment from Bio-Rad (see Note 9), our aforementioned global strategic partner. See Note 14, “Subsequent Events – Private Placement Transaction” and “Subsequent Events – Registered Direct Offering” for additional information.

In addition to general economic and capital market trends and conditions, Oncocyte’s ability to raise sufficient additional capital to finance its operations from time to time will depend on a number of factors specific to Oncocyte’s operations such as operating revenues and expenses, progress in our collaborative arrangement for the development and the commercialization of RUO and IVD kitted transplant products, progress in obtaining regulatory approval to distribute our products for clinical use, and progress in the development of, or in obtaining reimbursement coverage from Medicare for DetermaIO and other future laboratory tests that Oncocyte may develop or acquire.

The unavailability or inadequacy of financing or revenues to meet future capital needs could force Oncocyte to modify, curtail, delay, or suspend some or all aspects of planned operations. Sales of additional equity securities could result in the dilution of the interests of Oncocyte's current stockholders. Oncocyte cannot assure that adequate long-term financing will be available on favorable terms, if at all.

F-9

~~ONCOCYTE~~Table ~~CORPORATION~~of Contents

INSIGHT MOLECULAR DIAGNOSTICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In ~~accordance~~addition ~~with~~to ~~Accounting~~general ~~Standards~~economic ~~Codification~~and ~~(“ASC”)~~capital ~~205-40,~~market ~~Going~~trends ~~Concern, we evaluated whether there are conditions~~ and ~~events~~conditions, ~~considered~~iMDx’s inability ~~the~~to ~~aggregate, that~~ raise ~~substantial~~sufficient ~~doubt~~additional ~~about~~capital ~~our ability~~ to ~~continue~~finance asits aoperations ~~going~~from ~~concern~~time ~~within~~to ~~one~~time ~~year~~will ~~after~~depend ~~the date that the consolidated financial statements included in this Annual Report~~ on ~~Form~~a ~~10-K~~number ~~(this “Report”) are issued. This evaluation initially does not take into consideration the potential mitigating effect~~ of ~~our~~factors ~~plans~~specific ~~that~~to ~~have~~iMDx’s ~~not~~operations ~~been~~such ~~fully implemented~~ as ofoperating ~~the~~revenues ~~date~~and ~~the~~expenses, ~~consolidated~~progress ~~financial statements included~~ in ~~this~~our ~~Report~~collaborative ~~are~~arrangement ~~issued.~~for ~~When~~the ~~substantial~~development ~~doubt~~and ~~exists under this methodology, we evaluate whether~~ the ~~mitigating~~commercialization ~~effect~~ of ~~our~~RUO ~~plans~~and ~~sufficiently~~IVD ~~alleviates~~kitted ~~substantial~~transplant ~~doubt~~products, ~~about~~progress ~~our~~in ~~ability~~obtaining toregulatory ~~continue~~approval asto adistribute ~~going concern. The mitigating effect of~~ our ~~plans,~~products ~~however,~~for isclinical ~~only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that such financial statements are issued~~use, and ~~(2)~~progress itin ~~is probable that~~ the ~~plans,~~development ~~when implemented~~of, ~~will mitigate the relevant conditions~~ or ~~events~~in ~~that~~obtaining ~~raise~~reimbursement ~~substantial~~coverage ~~doubt~~from ~~about~~Medicare ~~our~~for ~~ability~~future tolaboratory ~~continue~~tests ~~as a going concern within one year after the date~~ that ~~such~~iMDx ~~financial~~may ~~statements~~develop ~~are~~or ~~issued~~acquire. ~~In performing this analysis, we excluded certain elements of our operating plan that cannot be considered probable.~~

~~Although~~The itunavailability isor ~~difficult~~inadequacy toof ~~predict~~financing ~~the~~or ~~Company’s~~revenues ~~liquidity~~to ~~requirements,~~meet ~~based~~future oncapital ~~the~~needs ~~going~~could ~~concern~~force ~~evaluation~~iMDx ~~discussed~~to ~~above~~modify, ~~management~~curtail, ~~believes~~delay, ~~that~~or itsuspend ~~will~~some ~~have~~or ~~sufficient~~all ~~cash~~aspects ~~to meet its projected operating requirements for at least the next twelve months following the issuance~~ of ~~these~~planned ~~consolidated financial statements~~operations. ~~The~~Sales ~~factors~~of ~~that~~additional ~~previously~~equity ~~raised~~securities ~~substantial~~could ~~doubt~~result ~~about the Company's ability to continue as a going concern~~ in the ~~prior~~dilution ~~year were resolved in part as a result~~ of the ~~February~~interests ~~2025~~of ~~Offering described above. Accordingly, management has concluded that substantial doubt does not exist about the Company~~iMDx's ~~ability~~current ~~to continue as a going concern for a period of at least one year from the date of issuance of these consolidated financial statements~~stockholders. ~~However,~~iMDx ~~the~~cannot ~~Company~~assure ~~anticipates~~ that itadequate ~~will~~long-term ~~continue~~financing towill ~~generate~~be ~~operating~~available ~~losses~~on ~~and~~favorable ~~negative~~terms, ~~operating~~if ~~cash~~at ~~flows for the foreseeable future as it continues the development of its various programs and incurs additional costs associated with being a public company~~all.

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements included in this Report are issued. This evaluation initially does not take into consider

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