0000919574-26-002415.txt : 20260427 0000919574-26-002415.hdr.sgml : 20260427 20260427191408 ACCESSION NUMBER: 0000919574-26-002415 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20260427 DATE AS OF CHANGE: 20260427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Insight Molecular Diagnostics Inc. CENTRAL INDEX KEY: 0001642380 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] ORGANIZATION NAME: 03 Life Sciences EIN: 271041563 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89221 FILM NUMBER: 26902660 BUSINESS ADDRESS: STREET 1: 2 INTERNATIONAL PLAZA DR., SUITE 510 CITY: NASHVILLE STATE: TN ZIP: 37217 BUSINESS PHONE: 949-409-7600 MAIL ADDRESS: STREET 1: 2 INTERNATIONAL PLAZA DR., SUITE 510 CITY: NASHVILLE STATE: TN ZIP: 37217 FORMER COMPANY: FORMER CONFORMED NAME: Oncocyte Corp DATE OF NAME CHANGE: 20210920 FORMER COMPANY: FORMER CONFORMED NAME: OncoCyte Corp DATE OF NAME CHANGE: 20200213 FORMER COMPANY: FORMER CONFORMED NAME: Oncocyte Corp DATE OF NAME CHANGE: 20200205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROADWOOD PARTNERS, L.P. CENTRAL INDEX KEY: 0001278386 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: BROADWOOD CAPITAL INC. STREET 2: 156 WEST 56TH STREET, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-508-5735 MAIL ADDRESS: STREET 1: BROADWOOD CAPITAL INC. STREET 2: 156 WEST 56TH STREET, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: BROADWOOD PARTNERS LP DATE OF NAME CHANGE: 20040202 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001278386 XXXXXXXX LIVE 14 Common Stock, no par value 04/23/2026 false 0001642380 68235C206 Insight Molecular Diagnostics Inc.
2 International Plaza Dr., Suite 510 Nashville TN 37217
Neal C. Bradsher (212) 508-5735 c/o Broadwood Capital, Inc. 156 West 56th Street, 3rd Floor New York NY 10019
0001278386 N Broadwood Partners, L.P. b WC N DE 0.00 12834977.00 0.00 12834977.00 12834977.00 N 39.7 PN 0001278387 N Broadwood Capital, Inc. b AF N NY 0.00 12834977.00 0.00 12834977.00 12834977.00 N 39.7 CO IA 0001278388 N Neal C. Bradsher b AF PF N X1 157.00 12834977.00 157.00 12834977.00 12835134.00 N 39.7 IN HC Common Stock, no par value Insight Molecular Diagnostics Inc. 2 International Plaza Dr., Suite 510 Nashville TN 37217 The name of the issuer is Insight Molecular Diagnostics Inc., a California corporation (the "Issuer"). The address of the Issuer's principal executive office is 2 International Plaza Dr., Suite 510, Nashville, Tennessee 37217. This Amendment No. 14 to Schedule 13D relates to the Issuer's Common Stock, no par value (the "Shares"). (a), (f) The persons filing this statement are: (i) Broadwood Partners, L.P., a Delaware limited partnership ("Broadwood Partners"); (ii) Broadwood Capital, Inc., a New York corporation ("Broadwood Capital"); and (iii) Neal C. Bradsher, a United States citizen ("Mr. Bradsher", and collectively with Broadwood Partners and Broadwood Capital, the "Reporting Persons"). (b), (c) Broadwood Capital is an investment adviser registered with the Securities and Exchange Commission that is principally engaged in the business of providing investment advisory services. Broadwood Partners is a pooled investment vehicle that is principally engaged in the business of investing its assets in securities. Broadwood Capital serves as the general partner of Broadwood Partners. Neal Bradsher is the President of Broadwood Capital. The principal business address of the Reporting Persons is: c/o Broadwood Capital, Inc., 156 West 56th Street, 3rd Floor, New York, New York 10019. None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The funds for the purchase of the 12,834,977 Shares beneficially owned by Broadwood Partners came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The funds for the purchase of the 12,834,977 Shares beneficially owned by Broadwood Capital came from the working capital of Broadwood Partners, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The funds for the purchase of the 12,835,134 Shares beneficially owned by Mr. Bradsher came from his personal funds and the working capital of Broadwood Partners. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The Reporting Persons are filing this Schedule 13D/A to report a change in their respective beneficial ownership percentages. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate. In that regard, the Reporting Persons have been and may continue to be in contact with members of the Issuer's management, board of directors (the "Board of Directors"), other significant shareholders and others regarding alternatives that the Issuer could employ to create significant additional shareholder value over time. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to shareholders, the Board of Directors and/or the management of the Issuer. Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. (a)-(d) As of the date hereof, Broadwood Partners may be deemed to be the beneficial owner of 12,834,977 Shares, constituting 39.7% of the Shares, based upon 32,318,071 Shares outstanding as of the date hereof, as adjusted to include warrants of the Issuer beneficially owned by Broadwood Partners. Broadwood Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 12,834,977 Shares. Broadwood Partners has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 12,834,977 Shares. As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 12,834,977 Shares, constituting 39.7% of the Shares, based upon 32,318,071 Shares outstanding as of the date hereof, as adjusted to include warrants of the Issuer beneficially owned by Broadwood Capital. Broadwood Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 12,834,977 Shares. Broadwood Capital has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 12,834,977 Shares. As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 12,835,134 Shares, constituting 39.7% of the Shares, based upon 32,318,071 Shares outstanding as of the date hereof, as adjusted to include warrants of the Issuer beneficially owned by Mr. Bradsher. Mr. Bradsher has the sole power to vote or direct the vote of 157 Shares and the shared power to vote or direct the vote of 12,834,977 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 157 Shares and the shared power to dispose or direct the disposition of 12,834,977 Shares. The transactions in the Shares by the Reporting Persons in respect of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were effected in the open market. N/A The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer. Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in the Shares Broadwood Partners, L.P. /s/ Neal C. Bradsher* Neal C. Bradsher/President of Broadwood Capital Inc. 04/27/2026 Broadwood Capital, Inc. /s/ Neal C. Bradsher* Neal C. Bradsher/President 04/27/2026 Neal C. Bradsher /s/ Neal C. Bradsher* Neal C. Bradsher 04/27/2026 * This Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
EX-99 2 d12145300_ex99-a.htm

 

 

Exhibit A

JOINT FILING AGREEMENT

The undersigned agree that this Amendment No. 14 to Schedule 13D, dated April 27, 2026, relating to the Common Stock, no par value, of Insight Molecular Diagnostics Inc. shall be filed on behalf of the undersigned.

 

Dated:  April 27, 2026

Broadwood Partners, L.P.

 

  By: Broadwood Capital, Inc.
   
  By: /s/ Neal C. Bradsher
  Name: Neal C. Bradsher
  Title: President
     
   

 

 

  Broadwood Capital, Inc.
   
  By: /s/ Neal C. Bradsher
  Name: Neal C. Bradsher
  Title: President
   

 

 

     
  /s/ Neal C. Bradsher
  Neal C. Bradsher
EX-99 3 d12145300_ex99-b.htm

 

 

 

 

Exhibit B

Schedule of Transactions in the Shares

 

Trade Date Purchase/Sale/Gift Quantity Price ($)
4/16/26 Purchase 102,057 $3.4457 (1)
4/17/26 Purchase 40,114 $3.5711 (2)
4/20/26 Purchase 40,690 $3.8822 (3)
4/23/26 Purchase 280,381 $3.5025 (4)
4/24/26 Purchase 38,880 $3.5258 (5)
4/27/26 Purchase 250,923 $3.6391 (6)

 

 

(1)This constitutes the weighted average purchase price. The prices range from $3.20 to $3.59. The Reporting Person will provide upon request by the Securities and Exchange Commission staff (the “SEC Staff”), the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

 

(2)This constitutes the weighted average purchase price. The prices range from $3.45 to $3.84. The Reporting Person will provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

 

(3)This constitutes the weighted average purchase price. The prices range from $3.75 to $3.99. The Reporting Person will provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

 

(4)This constitutes the weighted average purchase price. The prices range from $3.39 to $3.54. The Reporting Person will provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

 

(5)This constitutes the weighted average purchase price. The prices range from $3.47 to $3.59. The Reporting Person will provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

 

(6)This constitutes the weighted average purchase price. The prices range from $3.50 to $3.84. The Reporting Person will provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.