Item 5. Other Information
Item 5. Other Information.
None .
Item 6. Exhibits.
Exhibit
number
Description
3.1
Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-43235) filed with the SEC on April 20, 2026).
3.2
Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-294697), filed with the SEC on April 13, 2026.
4.1
Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
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4.2*
Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated February 21, 2024 (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-294697) filed with the SEC on March 27, 2026).
10.1
Alamar Biosciences, Inc. 2026 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.2
Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the Alamar Biosciences, Inc. 2026 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.3
Forms of Restricted Stock Unit Grant Notice and Award Agreement under the Alamar Biosciences, Inc. 2026 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.4
Alamar Biosciences, Inc. 2026 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.5
Alamar Biosciences, Inc. Non-Employee Director Compensation Policy (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.6
Form of Indemnification Agreement, by and between the Registrant and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.7
Alamar Biosciences, Inc. Severance Plan (incorporated herein by reference to Exhibit 10.19 to the Registrant's Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.8
Lease Agreement, dated as of April 7, 2026, by and between the Registrant and JCGC Fremont Owner LLC (incorporated herein by reference to Exhibit 10.10 to the Registrant's Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.9
Confirmatory Offer Letter Agreement, dated April 13, 2026, by and between the Registrant and Yuling Luo (incorporated herein by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.10
Confirmatory Offer Letter Agreement, dated April 13, 2026, by and between the Registrant and Timothy White (incorporated herein by reference to Exhibit 10.13 to the Registrant's Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.11
Confirmatory Offer Letter Agreement, dated April 13, 2026, by and between the Registrant and Shiping (Steve) Chen (incorporated herein by reference to Exhibit 10.14 to the Registrant's Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
10.12
Confirmatory Offer Letter Agreement, dated April 13, 2026, by and between the Registrant and Justin McAnear (incorporated herein by reference to Exhibit 10.15 to the Registrant's Registration Statement on Form S-1/A (File No. 333-294697) filed with the SEC on April 13, 2026).
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31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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)
* Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit (indicated by [***]) have been omitted because the Registrant has determined that the omitted information is not material and would likely cause competitive harm to the Registrant if publicly disclosed.
This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Alamar Biosciences, Inc.
Date: May 8, 2026
By:
/s/ Yuling Luo, Ph.D.
Yuling Luo, Ph.D.
Chief Executive Officer
(Principal Executive Officer)
Date: May 8, 2026
By:
/s/ Justin McAnear
Justin McAnear
Chief Financial Officer
( Principal Financial Officer and Principal Accounting Officer )
93
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.