Alamar Biosciences, Inc. 10-Q

Item 5. Other Information. During the three months ended June 30, 2026 none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K. The information set forth below is included herein for purposes of providing disclosure under various items of Form 8-K. Item 1.01 Entry into a Material Definitive Agreement. On August 6, 2026 (the “Effective Date”), the Company entered into a Third Amendment to Loan and Security Agreement (the “Third Amendment to Loan Agreement”), by and between the Company, as borrower, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as the lender (the “Lender”). The Third Amendment to Loan Agreement amends that certain Loan and Security Agreement, dated as of July 11, 2024, as amended by that certain First Amendment to Loan and Security Agreement, dated as of March 13, 2025, and that certain Second Amendment to Loan and Security Agreement, dated as of September 19, 2025 (the “Existing Loan Agreement”, as further amended by the Third Amendment to Loan Agreement, the “Amended Loan Agreement”). The Third Amendment to Loan Agreement provides for a revolving loan facility (the “Credit Facility”) in an aggregate principal amount of up to $60.0 million with an uncommitted accordion allowing for upsize up to $100.0 million upon Lender’s approval (the “Revolving Loans”). Pursuant to the Third Amendment to Loan Agreement, the term loan facility established under the Existing Loan Agreement was terminated. Proceeds from the Credit Facility may be used for working capital and general corporate purposes. The Company has no obligation to draw down any amount under the Credit Facility, and did not draw down any amount on the Effective Date. The Revolving Loans may be borrowed through the period beginning on the Effective Date through July 1, 2029 (the “Maturity Date”), at which time the Credit Facility terminates, and all outstanding Revolving Loans under the Credit Facility, together with all accrued and unpaid interest, must be repaid. Borrowings under the Credit Facility accrue interest at a floating per annum rate of the greater of (i) the Prime Rate (as defined below) minus 0.5% and (ii) 6.0%. Prime Rate is defined as the rate of interest per annum published in The Wall Street Journal or any successor publication thereto as the “prime rate.” If such rate of interest from The Wall Street Journal becomes unavailable, the “Prime Rate” shall mean the rate of interest per annum announced by the Lender as its prime rate in effect. In each case, in the event such prime rate is less than zero, such rate shall be deemed to be zero for purposes of the Amended Loan Agreement. On the Effective Date, the Company paid the Lender a commitment fee of $75,000. Upon termination of the Credit Facility, the Company will pay to the lender a contingent fee of $450,000. In addition, the Company will pay a quarterly unused line fee of 0.25% of the average unused portion of the Credit Facility, which shall be waived if the average daily balance of the Credit Facility during the applicable quarter is greater than $10.0 million. The Company’s obligations under the Amended Loan Agreement are secured by a first lien on substantially all assets of the Company other than the Company’s intellectual property, with a negative pledge on the Company’s intellectual property. The Amended Loan Agreement contains customary affirmative and negative covenants and customary events of default that permit the Lender to accelerate the Company’s outstanding obligations under the Amended Loan Agreement, all as set forth in the Amended Loan Agreement. The foregoing description of the Third Amendment to Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment to Loan Agreement, a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. 96 Table of Contents Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 above is incorporated by reference into this Item 2.03. 97 Table of Contents 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). 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). 98 Table of Contents 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). 10.13# Alamar Biosciences, Inc. Cash Incentive Bonus Plan 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. #Filed herewith. † 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. 99 Table of Contents 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: August 10, 2026 By: /s/ Yuling Luo, Ph.D. Yuling Luo, Ph.D. Chief Executive Officer (Principal Executive Officer) Date: August 10, 2026 By: /s/ Justin McAnear Justin McAnear Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer ) 100