Insight Molecular Diagnostics Inc美股招股说明书(2026-02-11版)

3,482,498 Shares of Common StockPre-Funded Warrants to Purchase up to 1,043,478 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering3,482,498 shares (the “Shares”) of our common stock, no par value (the “Common Stock”), and pre-funded warrants (the “Pre-FundedWarrants”) to purchase up to 1,043,478 shares of our Common Stock. The purchase price of each Pre-Funded Warrant will equal the price per share at which shares of our Common Stock are beingsold in this offering, minus $0.0001, the exercise price of each Pre-Funded Warrant. Each Pre-Funded Warrant will be immediatelyexercisable and until exercised in full for one share of Common Stock, subject to the limitations described in the section “Descriptionof Securities—Description of Pre-Funded Warrants—Exercisability.” This prospectus supplement also relates to the offering of sharesof Common Stock issuable upon exercise of such Pre-Funded Warrant. We refer to the Shares and the Pre-Funded Warrants being offered hereby and the shares of Common Stock issuable uponexercise of the Pre-Funded Warrants being offered hereby, collectively, as the “securities.” Our Common Stock is traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “IMDX.” On February 10, 2026,the last reported closing sale price of our Common Stock on Nasdaq was $7.41 per share. There is no established public trading marketfor the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Pre-FundedWarrants on Nasdaq or any securities exchange or nationally recognized trading system. Without an active trading market, the liquidityof the Pre-Funded Warrants will be limited. Our business and an investment in our securities involve significant risks. These risks are described under the caption“Risk Factors” beginning on page S-7 of this prospectus supplement, page S-4 of the accompanying prospectus and undersimilar headings in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. We have engaged Lake Street Capital Markets, LLC (“Placement Agent”) to act as our sole placement agent in connectionwith this offering. The Placement Agent has agreed to use its reasonable best efforts to place the securities offered by this prospectussupplement. We have agreed to pay the Placement Agent the fees set forth in the table below. (1) Represents a cash fee equal to 3.0% of gross proceeds of this offering received from certain investors solely introduced by theCompany and a cash fee equal to 6.0% of the gross proceeds of this offering received from all other investors. In addition, we haveagreed to reimburse the Placement Agent for certain offering-related expenses. See “Plan of Distribution” beginning on page S-14 ofthis prospectus supplement for additional information with respect to the compensation we will pay the Placement Agent. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthis offering or passed upon the accuracy or adequacy of this prospectus supplement and the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Delivery of the Shares and the Pre-Funded Warrants being offered in this offering is expected to be made on or aboutFebruary 12, 2026, subject to satisfaction of certain closing conditions. Lake Street The date of this prospectus supplement is February 10, 2026. TABLE OF CONTENTS MARKET, INDUSTRY AND OTHER DATAS-2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-6RISK FACTORSS-7USE OF PROCEEDSS-9DIVIDEND POLICYS-10DILUTIONS-11DESCRIPTION OF SECURITIES WE ARE OFFERINGS-12PLAN OF DISTRIBUTIONS-14LEGAL MATTERSS-16EXPERTSS-16WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-16INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-17ProspectusABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS4USE OF PROCEEDS5DIVIDEND POLICY6SECURITIES THAT MAY BE OFFERED7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF WARRANTS9DESCRIPTION OF UNITS10PLAN OF DISTRIBUTION11LEGAL MATTERS13EXPERTS13INCORPORATION OF CERTAIN MATTERS BY REFERENCE14WHERE YOU CAN FIND MORE INFORMATION15 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are a part of a registration statement on Form S-3 that we filedwith the Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process. This document is in two parts. Thefirst part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates the informationcontained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part, the accompanying base prospectus, gives more general information, some