What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-11 · 344 added, 219 removed, 735 unchanged (43% of the section changed)

25 unchanged sentences

Rule 10b5-1 trading arrangements

During the twelve months ended December 31, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

During the three months ended December 31, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Insider Trading Policy

3 unchanged sentences

This policy is included as Exhibit 19 to this Annual Report.

Credit Agreement Amendment

On March 6, 2026, the Company and Perceptive entered into a first amendment to the Credit Agreement.

This amendment, among other changes, terminated the Tranche C Term Loan Commitment (as defined therein), extended the availability of the $10.0 million Tranche B Term Loan (as defined therein) to September 30, 2026, increased the trailing twelve month net revenue milestone applicable to the Tranche B Borrowing Date (as defined therein), and revised certain financial covenant thresholds.

The first amendment did not change the stated maturity of the existing term loans and reaffirmed the existing liens and guarantees securing the credit facility.

As a result of this amendment, the number of shares of common stock subject to future vesting pursuant to the Warrant Certificate has been reduced from up to 750,000 shares of common stock to up to 600,000 shares of common stock that will vest and become exercisable if and when the remaining additional debt tranches (Tranche B and/or Tranche D) are drawn by the Company.

The descriptions of the first amendment and Credit Agreement are qualified by their entirety by the full text of the Credit Agreement and amendment, attached as Exhibits 10.41 and 10.42, respectively, to this Annual Report.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report.

The information required by this item will be incorporated herein by reference to our Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report.

Executive Compensation.

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

Certain Relationships and Related Transactions, and Director Independence.

Principal Accountant Fees and Services.

Our independent registered public accounting firm is BDO USA, P.C., San Diego, California, PCAOB ID # 243 .

Exhibits and Financial Statement Schedules.

24 unchanged sentences

S-1/A 333-233446 4.9 9/9/2019

4.5 Form of Exchange Warrant.

10-Q 001-39049 4.5 8/9/2021

4.5 Description of Securities .

10-K 001-39049 4.8 3/18/2024

4.6 Warrant Certificate, dated April 25, 2025, issued by the Company to Perceptive Credit Holdings IV, LP.

8-K 001-39049 4.1 4/28/2025

10.1# Exagen Diagnostics, Inc.

57 unchanged sentences

10-Q 001-39049 10.2 7/28/2020

10.21 Second A ddendum to Standard Industrial/Commercial Multi-Tenant Lease, dated April 29, 2016, by and between RGS Properties and the Company.

10.21 Second Addendum to Standard Industrial/Commercial Multi-Tenant Lease, dated April 29, 2016, by and between RGS Properties and the Company.

10-K 001-39049 10.27 3/25/2020

10.22 Third A ddendum to Standard Industrial/Commercial Multi-Tenant Lease, dated June 16, 2017, by and between RGS Properties and the Company.

10.22 Third Addendum to Standard Industrial/Commercial Multi-Tenant Lease, dated June 16, 2017, by and between RGS Properties and the Company.

10-K 001-39049 10.28 3/25/2020

10.23 Fourth A ddendum to Standard Industrial/Commercial Multi-Tenant Lease, dated March 16, 2020, by and between RGS Properties and the Company.

10.23 Fourth Addendum to Standard Industrial/Commercial Multi-Tenant Lease, dated March 16, 2020, by and between RGS Properties and the Company.

10-K 001-39049 10.29 3/25/2020

10.24 Fifth A ddendum to Standard Industrial/Commercial Multi-Tenant Lease, dated October 19, 2021, by and between RGS Properties and the Company.

10.24 Fifth Addendum to Standard Industrial/Commercial Multi-Tenant Lease, dated October 19, 2021, by and between RGS Properties and the Company.

10-Q 001-39049 10.3 11/10/2021

1 unchanged sentence

S-1/A 333-233446 10.31 9/9/2019

10.26 First A ddendum to Standard Industrial/Commercial Single-Tenant Lease, dated August 2, 2017, by and between Geiger Court, LLC and the Company.

10.26 First Addendum to Standard Industrial/Commercial Single-Tenant Lease, dated August 2, 2017, by and between Geiger Court, LLC and the Company.

10-K 001-39049 10.31 3/25/2020

7 unchanged sentences

10-K 001-39049 10.33 3/25/2020

10.31 First A ddendum to Standard Industrial/Commercial Multi-Tenant Lease, dated October 19, 2021, by and between RGS Properties and the Company.

10.31 First Addendum to Standard Industrial/Commercial Multi-Tenant Lease, dated October 19, 2021, by and between RGS Properties and the Company.

10-Q 001-39049 10.4 11/10/2021

3 unchanged sentences

S-1/A 333-233446 10.32 9/9/2019

10.34 Loan and Security Agreement, dated September 7, 2017, by and between Innovatus Life Sciences Lending Fund I, LP and the Company.

S-1/A 333-233446 10.33 9/9/2019

10.35 First Amendment to Loan and Security Agreement, dated November 19, 2019, by and between Innovatus Life Sciences Lending I, LP and the Company.

10-K 001-39049 10.36 3/25/2020

10.36 Acknowledgement Letter to Loan and Security Agreement, dated October 7, 2020, by and between Innovatus Life Sciences Lending Fund I, LP and the Company.

10-Q 001-39049 10.1 11/10/2020

10.37 Second Amendment to Loan and Security Agreement, dated November 1, 2021, by and among Innovatus Life Sciences Lending Fund I, LP, other lenders and the Company.

10-Q 001-39049 10.5 11/10/2021

10.34 Form of Indemnification Agreement for Directors and Officers.

S-1/A 333-233446 10.35 9/9/2019

10.39# Non-Employee Director Compensation Program.

S-1/A 333-233446 10.38 9/9/2019

10.35# Amended & Restated Non-Employee Director Compensation Program

8-K 001-39049 10.1 7/17/2025

10.36# Exagen Inc.

7 unchanged sentences

8-K 001-39049 1.1 9/15/2022

Third Amendment to Loan and Security Agreement dated April 28, 2023, by and among Innovatus Life Sciences Lending I, LP, other lenders and the Company.

10.40 Amendment No.

1, dated November 17, 2023, to the Sales Agreement, dated as of September 15, 2022, by and between Exagen Inc.

and TD Securities (USA) LLC.

8-K 001-39049 1.1 11/17/2023

10.45 Fourth Amendment to Loan and Security Agreement, dated April 12, 2024, by and among Innovatus Life Sciences Lending I, LP, other lenders, and the Company.

10-Q 001-39049 10.1 5/13/2024

10.46 Assignment and Assumption Agreement, by and among Liberty Vista, L.P., Mindera Corporation and the Company.

10-Q 001-39049 10.1 11/13/2023

10.47 Consulting Agreement, dated as of December 6, 2023, by and between the Company and Mark Hazeltine.

10.41^† Credit Agreement and Guaranty, dated April 25, 2025, by and among the Company and Perceptive Credit Holdings IV, LP.

8-K 001-39049 10.1 4/28/2025

Security Agreement, dated April 25, 2025, by and among the Company and Perceptive Credit Holdings IV, LP.

8-K 001-39049 10.2 4/28/2025

10.43^† First Amendment to Credit Agreement and Guaranty, dated March 6, 2026, by and among the Company and Perceptive Credit Holdings IV, LP.

19 Insider Trading Policies and Procedures.

10-K 001-39049 19 3/11/2025

23.1 Consent of Independent Registered Public Accounting Firm.

43 unchanged sentences

/s/ Frank Stokes Director March 10, 2026

/s/ Chas McKhann Director March 10, 2026

Index to Financial Statements

6 unchanged sentences

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Stockholders and Board of Directors

Vista, California

31 unchanged sentences

Auditing these elements involved especially subjective auditor judgment due to the nature and extent of audit effort required to address these matters.

The primary procedures we performed to address this critical audit matter included:

• Testing the Company’s process to estimate transaction price using an expected value method for certain portfolios by evaluating the reasonableness of the Company’s assumptions regarding historical denial and collection experience and insurance reimbursement policies by developing an expectation of those assumptions using historical data inputs.

• Testing the completeness and accuracy of a sample of tests used by management as data inputs in their analysis to monitor historical denial and collection experience and insurance reimbursement policies by comparing the data to physician test requisition forms, evidence of test delivery and cash collection activity.

The primary procedures we performed to address this critical audit matter included testing the Company’s process to estimate transaction price using an expected value method for certain portfolios by:

• Evaluating the reasonableness of the estimated transaction price for certain portfolios and the assumptions regarding historical denial, collection experience, and insurance reimbursement policies through (i) developing an expectation of the estimated transaction price using historical data inputs supporting those assumptions and (ii) recalculating revenue recognized for comparison to the Company’s estimate.

• Testing the completeness and accuracy of a sample of tests used by management as the historical data inputs supporting the Company’s assumptions regarding historical denial, collection experience, and insurance reimbursement policies for developing the estimated transaction price by comparing the data to physician test requisition forms, evidence of test delivery, and cash collection activity.

/s/ BDO USA, P.C.

3 unchanged sentences

Balance Sheets

(in thousands, except share and per share data)

(in thousands, except share and per share amounts)

Current assets:

10 unchanged sentences

Accounts payable $ 4,153 $ 4,137

Operating lease liabilities 1,096 976

Borrowings-current portion 423 264

Accrued and other current liabilities 6,327 6,916

Deferred revenue 675 733

Finance lease liabilities, current 1,135 201

Operating lease liabilities, current 1,226 1,096

Borrowings, current 643 423

Total current liabilities 14,159 13,506

Borrowings-non-current portion, net of discounts and debt issuance costs 19,822 19,231

Non-current operating lease liabilities 1,664 2,760

Other non-current liabilities 157 357

Borrowings, non-current, net of discounts and debt issuance costs 22,264 19,822

Finance lease liabilities, non-current 1,960 157

Operating lease liabilities, non-current 438 1,664

Warrant liability 1,752 —

Total liabilities 40,573 35,149

13 unchanged sentences

Statements of Operations

(in thousands, except share and per share data)

(in thousands, except share and per share amounts)

Year Ended December 31,

Revenue $ 66,575 $ 55,641

Costs of revenue 22,529 23,092

Gross margin 33,112 29,456

Cost of revenue 27,776 22,529

Gross profit 38,799 33,112

Operating expenses:

4 unchanged sentences

Interest expense ( 4,318 ) ( 2,234 )

Loss on extinguishment of debt ( 295 ) —

Change in fair value of warrant liability ( 1,506 ) —

Interest income 289 767

19 unchanged sentences

Balances at December 31, 2024 17,640,328 18 303,853 ( 294,331 ) 9,540

Issuance of stock under from public offering, net of issuance costs of $ 1,598

3,852,500 4 18,623 — 18,627

Issuance of stock under ATM, net of issuance costs of $ 145

360,554 1 3,397 — 3,398

Issuance of stock from cashless warrant exercises 403,372 — 3,279 — 3,279

Issuance of stock from vested restricted stock units 497,374 — — — —

13 unchanged sentences

Amortization of debt discount and debt issuance costs 378 154

Non-cash interest expense

Loss on disposal of assets 111 189

Loss on lease assignment — 1,470

Non-cash lease expense 884 939

Amortization of loan commitment fees 738 —

Change in fair value of warrant liability 1,506 —

Loss on extinguishment of debt 295 —

Non-cash operating lease expense 967 884

Stock-based compensation 2,158 1,763

Other 147 387

Changes in assets and liabilities:

4 unchanged sentences

Accounts payable 42 308

Deferred revenue ( 58 ) 733

Accrued and other current liabilities 251 ( 133 )

5 unchanged sentences

Cash flows from financing activities:

Proceeds from exercise of stock options 22 27

Proceeds from common stock issued in public offering, net of issuance costs 18,627 —

Proceeds from common stock issued under ATM, net of issuance costs 3,398 —

Proceeds from common stock issued under Employee Stock Purchase Plan 398 176

Proceeds from exercise of stock options — 22

Principal payment on finance lease obligations ( 494 ) ( 490 )

Principal payment on note payable obligations ( 592 ) ( 371 )

Principal payment on long-term debt — ( 10,000 )

Net cash used in financing activities ( 663 ) ( 10,632 )

Proceeds from issuance of debt and warrants, net of discounts 23,672 —

Payment to extinguish debt ( 19,705 ) —

Payment of debt issuance costs ( 869 ) —

Net cash provided by (used in) financing activities 24,435 ( 663 )

Net change in cash, cash equivalents and restricted cash 10,184 ( 14,457 )

3 unchanged sentences

Cash paid for interest expense $ 2,987 $ 1,719

Cash paid for taxes $ 35 $ 32

Supplemental disclosure of non-cash items:

Unpaid equipment settled under financing arrangement $ 682 $ —

Right-of-use assets obtained in exchange for finance lease liabilities $ 3,231 $ —

Recognition of warrant liability $ 3,525 $ —

Cashless exercise of warrants $ 3,279 $ —

Equipment purchased under notes payable obligations $ — $ 706

3 unchanged sentences

Description of Business

(the Company) is a medical technology company primarily focused on the design, development and commercialization of a next-generation portfolio of testing products under our AVISE ® brand, which allow for the differential diagnosis, prognosis and monitoring of complex rheumatic, autoimmune and autoimmune-related disease including, among others, systemic lupus erythematosus (SLE) and rheumatoid arthritis (RA).

(the Company) is a medical technology company primarily focused on the design, development and commercialization of a next-generation portfolio of testing products under the AVISE ® brand, which allow for the differential diagnosis, prognosis and monitoring of complex rheumatic, autoimmune and autoimmune-related disease including, among others, systemic lupus erythematosus (SLE) and rheumatoid arthritis (RA).

The Company has incurred recurring losses and negative cash flows from operating activities since inception.

The Company anticipates that it will continue to incur net losses in future periods.

At December 31, 2024, the Company had cash and cash equivalents of $ 22.0 million and had an accumulated deficit of $ 294.3 million.

As of December 31, 2025, the Company had cash and cash equivalents of $ 32.2 million and had an accumulated deficit of $ 314.3 million.

Since inception, the Company has financed its operations primarily through a combination of equity financings, debt financing arrangements, and revenue from sales of the Company's products.

Based on the Company's current business plan, management believes that its existing capital resources will be sufficient to fund the Company's obligations for at least twelve months following the issuance of these financial statements.

On April 25, 2025, the Company and Perceptive Credit Holdings IV, LP (Perceptive) entered into the Guaranty and Credit Agreement which was subsequently amended on March 6, 2026 (as amended, the Credit Agreement).

As amended, the Credit Agreement provides for an initial term loan of which $ 25.0 million was previously funded.

Out of these initial proceeds, the Company used $ 19.7 million to repay the 2017 Term Loan (as defined below), and received $ 3.0 million in proceeds, net of issuance costs and repayment of the 2017 Term Loan.

As amended, the term loan facility allows the Company to draw up to an aggregate additional principal amount of $ 40.0 million in two tranches, subject to specified milestone and revenue requirements.

Additionally, pursuant to the Credit Agreement, the Company also issued a warrant certificate to purchase up to 1,150,000 shares of common stock (the Warrant Certificate), 400,000 of which vested and became exercisable upon issuance (the Tranche A Warrant Shares) and up to 600,000 of which will vest and become exercisable if and when the remaining additional debt tranches are drawn by the Company.

Borrowings—Perceptive Term Loan Facility ” and "Note 13 .

Subsequent Events" for more information.

On May 9, 2025, the Company issued and sold an aggregate of 3,852,500 shares of its common stock at a public offering price of $ 5.25 per share, for aggregate net proceeds of $ 18.6 million after deducting underwriting discounts and commissions and other offering expenses.

Stockholders' Equity—2025 Public Offering ” for more information.

To execute its business plans, the Company may need additional funding to support its continuing operations and pursue its growth strategy.

Until such time as the Company can achieve significant cash flows from operations, if ever, it may need to finance its operations through the sale of its stock, debt financings or other strategic transactions.

Until such time as the Company can achieve significant cash flows from operations, if ever, it may need to finance its operations through the sale of its common stock, debt financings or other strategic transactions.

Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all.

The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders.

If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its programs, product portfolio expansion plans or commercialization efforts, which could have a material adverse effect on the Company's business, operating results and financial condition and the Company's ability to achieve its intended business objectives.

Although management believes the Company's existing capital resources are adequate to fund operations for the next twelve months, if the Company is unable to obtain additional funding in the future, the Company could be forced to delay, reduce or eliminate some or all of its programs, product portfolio expansion plans or commercialization efforts, which could have a material adverse effect on the Company's business, operating results and financial condition and the Company's ability to achieve its intended business objectives.

Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

The preparation of the accompanying financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

The preparation of the accompanying financial statements requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

Actual results could materially differ from those estimates.

Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to revenue recognition, the estimated incremental borrowing rate for the determination of the Company's operating lease right-of-use (ROU) assets and the recoverability of its long-lived assets and net deferred tax assets (and related valuation allowance).

Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to revenue recognition, the fair value of the warrant liability, the estimated incremental borrowing rate for the determination of the Company's operating and finance lease right-of-use (ROU) assets, and the recoverability of its long-lived assets and net deferred tax assets (and related valuation allowance).

The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate.

6 unchanged sentences

Significant payors and customers are those which represent more than 10% of the Company's total revenue or accounts receivable balance at each respective balance sheet date.

For each significant payor and customer,

revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows:

For each significant payor and customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows:

Year Ended December 31,

Medicare 25 % 34 %

Medicare Advantage 20 % 17 %

United Healthcare 10 % *

* Less than 10%.

Customer A 24 % 25 %

Customer B 18 % 20 %

Customer C 10 % *

Customer D * 10 %

Accounts Receivable

Medicare Advantage 25 % 16 %

Medicare 13 % 42 %

For the years ended December 31, 2024 and 2023, approximately 91 % and 88 %, respectively, of the Company's revenue was related to the AVISE ® CTD test.

The Company is dependent on key suppliers for certain laboratory materials.

For the year ended December 31, 2024, approximately 71 % and 26 % of the Company's diagnostic testing supplies were purchased from two suppliers, respectively.

For the year ended December 31, 2023, approximately 66 % and 30 % of the Company's diagnostic testing supplies were purchased from two suppliers, respectively.

Customer A 23 % 13 %

Customer B 19 % 25 %

Customer C 14 % *

Customer D * *

* Less than 10%.

For each of the years ended December 31, 2025 and 2024, approximately 91 % of the Company's revenue was related to the AVISE ® CTD test.

The Company is dependent on key suppliers for certain laboratory materials, consisting primarily of reagents and biomarkers used in our diagnostic tests.

For the year ended December 31, 2025, approximately 49 % and 40 % of the Company's diagnostic testing supplies were purchased from two suppliers.

For the year ended December 31, 2024, approximately 71 % and 26 % of the Company's diagnostic testing supplies were purchased from two suppliers.

An interruption in the supply of these materials would impact the Company's ability to perform testing services.

4 unchanged sentences

Government 15,881 14,323

Client(1) 11,360 9,949

Client direct bill(1) 14,644 11,360

Other(2) 286 358

5 unchanged sentences

These investments are stated at cost, which approximates fair value.

The Company has an arrangement with a financial institution with which it has an existing banking relationship, whereby in exchange for the issuance of corporate credit cards, the Company agreed to obtain a certificate of deposit with this financial institution in the amount of $ 0.2 million as collateral for the balances borrowed on these cards.

The Company has classified the value of this certificate of deposit (including all interest earned thereon) within other assets in the accompanying balance sheets.

4 unchanged sentences

Restricted cash 200 200

$ 22,236 $ 36,693

Total cash, cash equivalents and restricted cash $ 32,420 $ 22,236

Property and Equipment

11 unchanged sentences

A long-lived asset is deemed to be impaired when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount.

Management’s estimates of future cash flows are impacted by projected test volume and levels of reimbursement, as well as expectations related to the future cost structure of the entity.

Management’s estimates of future cash flows are impacted by projected

test volume and levels of reimbursement, as well as expectations related to the future cost structure of the entity.

Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense.

18 unchanged sentences

The parties that pay for these services (each, a payor) consist of commercial payors (healthcare insurers), government payors (primarily Medicare and Medicaid), client payors (hospitals, other laboratories, etc.) and patient self-pay.

The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers and follows a five-step process to determine the amount and timing of revenue recognized:

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) and follows a five-step process to determine the amount and timing of revenue recognized:

(1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue when (or as) the performance obligation is satisfied.

14 unchanged sentences

Additionally, from time to time, the Company may issue refunds to payors for overpayments or amounts billed in error.

Any refunds are accounted for as reductions in revenues in the statement of operations as an element of variable consideration.

The estimated expected refunds are accrued as a liability on the Company’s balance sheet.

Any refunds are accounted for as reductions in revenues in the statements of operations as an element of variable consideration.

The estimated expected refunds are accrued as a liability on the Company’s balance sheets.

Collection of the Company's net revenues from payors is normally a function of providing complete and correct billing information, along with any requested medical or other claims-related information to the healthcare insurers.

1 unchanged sentence

Contracts do not contain significant financing components based on the typical period of time between performance of services and collection of consideration.

Amounts received prior to satisfying the above revenue recognition criteria are recognized as deferred revenue until all applicable revenue recognition criteria are met.

Deferred revenue represents the portion of payments received that have not been earned.

During the fourth quarter of 2024 and the year ended December 31, 2025, the Company entered into various work orders to perform diagnostic testing services including identifying and evaluating biomarkers, and received nonrefundable, upfront payments for these services.

The Company had deferred revenue related to these contracts of $ 0.7 million as of December 31, 2025 and 2024.

The Company recognized revenue of $ 0.4 million out of the beginning deferred revenue balance during the year ended December 31, 2025 and no revenue was recognized out of the beginning deferred revenue balance during the year ended December 31, 2024.

The Company expects to recognize revenue from unfulfilled performance obligations associated with service contracts within one year or less.

Accounts Receivable and Allowance for Credit Losses

We accrue an allowance for credit losses against our accounts receivable based on management’s current estimate of amounts that will not be collected.

The Company accrues an allowance for credit losses against its accounts receivable based on management’s current estimate of amounts that will not be collected.

Management’s estimates are typically based on historical loss information adjusted for current conditions.

We generally do not perform evaluations of the financial condition of our customers and generally do not require collateral.

The Company generally does not perform evaluations of the financial condition of the Company's customers and generally does not require collateral.

The allowance for credit losses was zero as of each of December 31, 2025 and 2024.

Adjustments for implicit price concessions attributable to variable consideration, as discussed above, are incorporated into the measurement of the accounts receivable balances and are not part of the allowance for credit losses.

Accounts receivable was $ 7.8 million, $ 6.6 million, and $ 6.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Accounts receivable was $ 10.9 million, $ 7.8 million, and $ 6.6 million as of December 31, 2025, 2024, and 2023, respectively.

Loan Commitment Fees

Loan commitment fees are generally included as a reduction of the proceeds from the outstanding debt.

If there were no borrowings drawn on the related credit facility, the loan commitment fees are classified as assets until the related debt is drawn.

The Company’s loan commitment fee is comprised of an upfront cash payment and a contingent obligation to issue future warrants to Perceptive in connection with the Credit Agreement.

The amounts have been recognized in prepaid expenses and other current assets for the short-term portion of $ 1.2 million and within other assets for the long-term portion of $ 0.2 million on the balance sheets as of December 31, 2025.

As the Company is not reasonably certain it will draw on the future debt tranches, the loan commitment fees are amortized ratably into interest expense over the outstanding draw periods.

During the year ended December 31, 2025, the Company recognized $ 0.7 million in non-cash interest expense related to the amortization of the loan commitment fees within the Company's statements of operations.

Research and Development

Costs associated with research and development activities are expensed as incurred and include, but are not limited to, personnel-related expenses, including stock-based compensation expense;

laboratory supplies;

consulting costs;

9 unchanged sentences

The Company recognizes compensation expense for all stock-based awards to employees and directors based on the grant-date estimated fair values over the requisite service period of the awards (usually the vesting period) on a straight-line basis.

The fair value of stock options and purchases under the Company's 2019 Employee Stock Purchase Plan (ESPP) is determined using the Black-Scholes-Merton (BSM) option pricing model, which requires management to make certain assumptions regarding a number of complex and subjective variables.

Equity award forfeitures are recorded as they occur.

The BSM option pricing model incorporates various inputs, including the fair value of the Company's common stock, expected volatility, expected term and risk-free interest rates.

Volatility is based on the Company's historical calculated volatility since being publicly traded.

The Company computes the historical volatility data using the daily closing prices of the Company’s common stock during the equivalent period that approximates the calculated expected term of the stock options.

The weighted-average expected term of options was calculated using the simplified method, as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate the expected term.

The risk-free interest rate for periods within the contractual term of the option is based on the U.S.

Treasury yield in effect at the time of grant.

The dividend yield is zero, as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future.

The fair value of each restricted stock unit (RSU) is determined on the grant date using the closing price of the Company's common stock on that date.

11 unchanged sentences

If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense.

1 unchanged sentence

Net Loss Per Share

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period.

Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common

stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods.

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods.

The weighted-average number of shares used to compute basic and diluted shares includes shares issuable upon the exercise of pre-funded warrants at a nominal price.

Potentially dilutive common stock equivalents are comprised of warrants for the purchase of common stock, stock options, RSUs outstanding under the Company's 2019 Incentive Award Plan (the 2019 Plan) and shares of the Company's common stock pursuant to the Exagen Inc.

2019 Employee Stock Purchase Plan (ESPP).

For each of the years ended December 31, 2024 and 2023, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as the inclusion of the potentially dilutive securities would be antidilutive.

For each of the years ended December 31, 2025 and 2024, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as the inclusion of the potentially dilutive securities would be anti-dilutive.

Potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows (in common stock equivalent shares):

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Unless otherwise discussed, Accounting Standards Updates (ASU) not included in the Company’s disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s financial statements or disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires additional income tax disclosures in the rate reconciliation table for federal, state and foreign income taxes, in addition to more details about the reconciling items in some categories when items meet a certain quantitative threshold.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 with early adoption permitted.

This update will result in enhanced income tax disclosures, and the Company does not expect any impact to income tax expense.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (ASU 2024-03).

This update requires entities to include more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in commonly presented expense captions such as cost of sales, research and development, and selling, general and administrative expenses.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05).

ASU 2025-05 amends ASC 326-20 to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

ASU 2025-05 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within that annual period, with early adoption permitted.

The Company determined that the adoption of this standard will not have a material impact on its financial statements.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires public entities to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and details of how the CODM uses financial reporting to assess the performance of a segment.

The Company adopted this pronouncement in 2024 and retrospectively to all prior periods using the significant segment expense categories identified.

The impact of the adoption of the amendments in this update was not material to the Company’s financial position and results of operations, as the requirements impact only segment reporting disclosures in the footnotes to the Company’s financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires additional income tax disclosures in the rate reconciliation table for federal, state and foreign income taxes, in addition to more details about the reconciling items in some categories when items meet a certain quantitative threshold.

The Company adopted this standard retrospectively in 2025.

The Company expanded its income tax disclosures as a result of adopting this new accounting standard.

Other Financial Information

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Diagnostic testing supplies $ 3,296 $ 5,725

Prepaid maintenance and insurance contracts 1,302 829

Loan commitment fees 1,182 —

Other prepaid expenses and other current assets 38 30

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Property and Equipment, net

Property and equipment consist of the following (in thousands):

Property and equipment, net consist of the following (in thousands):

Furniture and fixtures $ 121 $ 105

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Leasehold improvements 3,308 3,259

Finance lease right-of-use assets 3,708 1,287

Construction in progress 294 1,543

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Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was approximately $ 2.1 million and $ 1.7 million, respectively.

At December 31, 2024 and 2023, the gross book value of assets under finance leases was $ 2.0 million and $ 2.5 million, respectively.

Loss on Lease Assignment

On October 24, 2023, the Company entered into an assignment and assumption (the Assignment and Assumption Agreement) of the Company’s previously executed lease agreement with Liberty Vista, LP (formerly known as Geiger Court, LLC) and Mindera Corporation (Mindera), pursuant to which the Company assigned to Mindera the lease of a building located adjacent to the Company's headquarters in Vista, CA.

Under the terms of the Assignment and Assumption Agreement, Mindera assumed all obligations under the lease, effective October 31, 2023.

As a result of the lease assignment, the Company derecognized the remaining balances related to the associated operating lease ROU asset of $ 0.7 million, operating lease liability of $ 0.8 million and leasehold improvements of $ 1.6 million, resulting in a $ 1.5 million loss on lease assignment.

The loss was classified within selling, general and administrative expenses in the accompanying statements of operations.

Accrued and Other Current Liabilities

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Accrued and other current liabilities $ 6,327 $ 6,916

Perceptive Term Loan Facility

On April 25, 2025, the Company entered into a Credit Agreement and Guaranty (the Credit Agreement) with Perceptive, which originally provided for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $ 75.0 million (the Perceptive Term Loan Facility) broken into four tranches.

An initial tranche of $ 25.0 million (the Tranche A Loan) was funded on April 25, 2025, of which $ 19.7 million was used to repay the 2017 Term Loan (as defined below) with Innovatus Life Sciences Lending Fund I, LP (Innovatus).

The original Credit Agreement provided for four additional tranches of funding up to $ 10.0 million (the Tranche B Loan), up to $ 10.0 million (the Tranche C Loan), and up to $ 30.0 million (the Tranche D Loan, and collectively with the Tranche A Loan, the Tranche B Loan and the Tranche C Loan, the Term Loans) to be drawn at the Company's option subject to the Company’s satisfaction of certain conditions, including specified revenue milestones.

On March 6, 2026, the

Company and Perceptive amended the Credit Agreement, and the Tranche C loan concept was removed from the Credit Agreement.

See "Note 13.

Subsequent Events " for more information.

The Perceptive Term Loan Facility matures on April 25, 2030, and includes an interest-only period through maturity, with all outstanding principal and accrued interest due on the maturity date.

The Perceptive Term Loan Facility accrues interest at an annual rate equal to the greater of (i) Term Secured Overnight Financing Rate ( SOFR ) or (ii) 4.75 %, plus a margin of 7.0 % (the Applicable Margin), payable monthly in arrears.

Upon the occurrence and during the continuance of an event of default, the Applicable Margin may be increased by 4.0 % at Perceptive’s election.

The Company may prepay the Term Loans at any time, subject to prepayment premiums ranging from 2.0 % to 10.0 % of the principal amount, depending on the date of prepayment.

The Credit Agreement is secured by a first-priority lien on substantially all of the Company’s existing and future assets and includes customary affirmative, negative, and financial covenants.

These include, among others, restrictions on additional indebtedness, liens, dividends, mergers and acquisitions, and affiliate transactions.

The Credit Agreement also requires that the Company maintain a minimum unrestricted cash balance of $ 3.0 million and achieve specified net revenue levels on a quarterly basis.

As of December 31, 2025, the Company was in compliance with all covenants required under the Credit Agreement.

In addition, on April 25, 2025, as consideration for the Credit Agreement, the Company issued to Perceptive the Warrant Certificate.

The 400,000 Tranche A Warrant Shares vested and became exercisable on the date of issuance, and warrants to purchase up to 750,000 shares of the Company's common stock were subject to vest and would become exercisable if and when the additional debt tranches were drawn by the Company.

As a result of the March 2026 amendment to the Credit Agreement, 600,000 shares of the Company common stock may vest and become exercisable if and when the remaining additional debt tranches are drawn by the Company.

See “Note 13.

Subsequent Events ” for more information.

The Warrant Certificate has a ten-year term from the applicable vesting date and includes broad-based weighted anti-dilution protection for certain dilutive issuances and for certain recapitalization events and registration rights provisions.

In November 2025, Perceptive exercised all 400,000 Tranche A Warrant Shares on a cashless basis and the Company issued a total of 173,220 shares of the common stock to Perceptive.

The Company concluded that the Warrant Certificate qualifies for liability classification and recorded the fair value at issuance of the Tranche A Warrant Shares of $ 2.2 million as a debt discount.

The Company also recognized debt issuance costs of $ 1.4 million as additional debt discount.

These amounts are amortized over the remaining term of the Perceptive Term Loan Facility under the effective interest method.

The proportionate amount of the upfront closing fee paid of $ 1.1 million and the fair value of $ 1.3 million related to the contingent warrants that may be issued for future debt tranches are recorded as a loan commitment asset and amortized as discussed in "Note 2.

Summary of Significant Accounting Policies."

For the year ended December 31, 2025, the Company recognized $ 3.1 million of interest expense, including $ 0.3 million of debt discount amortization in connection with the Perceptive Term Loan Facility.

The effective interest rate was 16.2 % per annum.

As of December 31, 2025, the Perceptive Term Loan Facility had a carrying value of $ 21.7 million, classified within borrowings, non-current, net of discounts and debt issuance costs in the accompanying balance sheets.

2017 Term Loan

In September 2017, the Company executed a term loan agreement (the 2017 Term Loan) with Innovatus Life Sciences Lending Fund I, LP (Innovatus), as amended (the Amended Loan Agreement), pursuant to which the Company borrowed $ 25.0 million.

At December 31, 2024, no additional amounts remained available to borrow under the Amended Loan Agreement.

On April 28, 2023, the Company entered into the Amended Loan Agreement.

The Amended Loan Agreement was treated as a modification.

In connection with the Amended Loan Agreement, the Company repaid $ 10.0 million of

the principal balance outstanding, for which the prepayment premium was waived.

Pursuant to the Amended Loan Agreement, the interest rate on all borrowings under the Amended Loan Agreement is the sum (the Basic Rate) of (a) the greater of 8.0 % or The Wall Street Journal prime rate (the Prime Rate), plus (b) 2.0 %, which is paid-in-kind in the form of additional term loans (PIK Loans).

Under the Amended Loan Agreement, an amount equal to 1.5 % of the Basic Rate will be payable in-kind and capitalized to the principal amount of the outstanding term loan on a monthly basis until April 1, 2026, after which interest is scheduled to accrue at the Basic Rate.

The maturity date of the loan was extended to December 31, 2026.

The Company estimated the effective interest rate of this loan to be approximately 10.6 % and 11.0 % as of December 31, 2024 and 2023, respectively.

Accrued interest is due and payable monthly, unless the Company elects to pay paid-in-kind interest.

The outstanding principal and accrued interest under the Amended Loan Agreement is to be repaid in ten equal monthly installments commencing in April 2026.

Upon repayment of the final installment under the Amended Loan Agreement, the Company is required to pay an additional fee of $ 1.0 million.

This obligation is being accreted into interest expense over the term of the loan using the effective interest method.

For the years ended December 31, 2024 and 2023, the Company issued PIK Loans totaling $ 0.3 million and $ 0.4 million, respectively.

At December 31, 2024, $ 18.5 million in principal and PIK loans are outstanding, all of which is included in borrowings-non-current portion on the accompanying balance sheet.

The Amended Loan Agreement is collateralized by a first priority security interest in substantially all of the Company's assets, including intellectual property.

The affirmative covenants of the Amended Loan Agreement require that the Company timely file taxes, maintain good standing and government compliance, maintain liability and other insurance, provide prompt notification of significant corporate events, and furnish audited financial statements within 150 days of fiscal year end without qualification as to the scope of the audit or as to going concern and without any other similar qualification.

The affirmative covenants require that the Company achieve a specified level of revenue, as measured quarterly on a rolling twelve-month basis, however the Company is not required to comply with the revenue covenant for any quarter during which it maintains a minimum aggregate cash balance equal to fifty percent of the aggregate principal amount of the Amended Loan Agreement (excluding any capitalized interest paid-in-kind) at all times during such quarter.

The consequences of failing to achieve the performance covenants, when applicable, will be cured if, (i) within thirty days of failing to achieve the performance covenant, the Company submits a new financial plan approved by the Company's board of directors (the Board) to Innovatus under which the Company is expected to break even on a cash flow basis prior to the maturity date, and (ii) within thirty days of the submission of such financial plan, the Company issues additional equity securities or subordinated debt with net proceeds sufficient to fund any cash flow deficiency generated from operations, as defined in the Amended Loan Agreement.

The Amended Loan Agreement requires that the Company maintain certain levels of minimum liquidity and maintains an unrestricted cash balance of $ 2.0 million.

The negative covenants provide, among other things, that without the prior consent of Innovatus, subject to certain exceptions, the Company may not dispose of certain assets, engage in certain business combinations or acquisitions, incur additional indebtedness or encumber any of the Company's property, pay dividends on the Company's capital stock or make prohibited investments.

The Amended Loan Agreement provides that an event of default will occur if, among other triggers, (i) the Company defaults in the payment of any amount payable under the agreement when due, (ii) there occurs any circumstance(s) that could reasonably be expected to result in a material adverse effect on the Company's business, operations or condition, or on the Company's ability to perform its obligations under the agreement, (iii) the Company becomes insolvent, (iv) the Company undergoes a change in control or (v) the Company breaches any negative covenants or certain affirmative covenants in the agreement or, subject to a cure period, otherwise neglects to perform or observe any material item in the agreement.

At December 31, 2024, the Company was in compliance with all covenants of the Amended Loan Agreement.

Upon an event of default in any of the Amended Loan Agreement covenants, the repayment of the 2017 Term Loan may be accelerated, and the applicable interest rate will be increased by 4.0 % until the default is cured.

Although repayment of the 2017 Term Loan can be accelerated under certain circumstances, the Company believes acceleration of this loan is not probable as of the date of these financial statements.

Accordingly, the Company has reflected the amounts of the Amended Loan Agreement due beyond twelve months of the balance sheet date as non-current.

In September 2017, the Company executed a term loan agreement (the 2017 Term Loan) with Innovatus, as amended (the Amended Loan Agreement), pursuant to which the Company borrowed $ 25.0 million.

As of March 31, 2025, the 2017 Term Loan was fully drawn with an outstanding principal balance of $ 19.8 million and a carrying value of $ 19.3 million.

The interest rate on all borrowings under the Amended Loan Agreement was the sum of (a) the greater of 8.0 % or The Wall Street Journal prime rate plus (b) 2.0 %.

Interest on any outstanding term loan advances was due and payable monthly, unless the Company elected to pay paid-in-kind interest.

In addition to the monthly interest payments, a final payment equal to $ 1.0 million was due the earlier of the maturity date or the date the advance is repaid.

Principal balances were required to be repaid in 24 equal installments which began on August 1, 2023.

On April 25, 2025, the Company fully repaid all $ 19.7 million in outstanding indebtedness owed to Innovatus pursuant to its Amended Loan Agreement and terminated the agreement.

During the year ended December 31,

2025, the Company recognized a $ 0.3 million loss on extinguishment of debt in connection with the early repayment of the 2017 Term Loan on the Company's statements of operations.

Equipment Notes Payable

The Company has purchased laboratory equipment in the normal course of business using notes payable.

At December 31, 2024, the total notes payable balance related to the financed equipment was $ 1.1 million, with

$ 0.4 million classified within borrowings-current portion and $ 0.7 million within borrowings-non-current portion, net of discounts and debt issuance costs in the accompanying balance sheets.

At December 31, 2023, the total notes payable balance related to this financed equipment was $ 0.8 million, with $ 0.3 million classified within borrowings-current portion and $ 0.5 million within borrowings-non-current portion, net of discounts and debt issuance costs in the accompanying balance sheets.

In May 2022, the Company purchased laboratory equipment in the normal course of business using notes payable.

In January 2025, the Company entered into a financing arrangement to procure additional laboratory equipment.

At December 31, 2025, the total liability balance related to the financed equipment was $ 1.2 million, with $ 0.6 million classified within borrowings, current and $ 0.6 million within borrowings, non-current, net of discounts and debt issuance costs in the accompanying balance sheets.

At December 31, 2024, the total liability balance related to the financed equipment was $ 1.1 million, with $ 0.4 million classified within borrowings, current and $ 0.7 million within borrowings, non-current, net of discounts and debt issuance costs in the accompanying balance sheets.

The financed equipment is subject to effective interest rates between 5.28 % and 10.50 %, and will mature between October 1, 2026 and April 1, 2028.

Future Minimum Payments on Outstanding Borrowings

Future Minimum Payments on the Outstanding Borrowings

As of December 31, 2025, future minimum aggregate payments, including interest, for outstanding borrowings are as follows (in thousands):

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The Company has entered into various finance lease agreements to obtain laboratory equipment.

Additionally, the Company has an embedded finance lease related to its supply agreement for consumable products used in the Company's diagnostic biomarkers (see "Note 6.

Commitments and Contingencies" ).

The terms of the Company's finance leases generally range from three to five years and are typically secured by the underlying equipment.

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Lease Liabilities

Operating Operating lease liabilities $ 1,096 $ 976

Finance Accrued and other current liabilities $ 201 $ 490

Operating Non-current operating lease liabilities $ 1,664 $ 2,760

Finance Other non-current liabilities $ 157 $ 358

Operating Operating lease liabilities, current $ 1,226 $ 1,096

Finance Finance lease liabilities, current $ 1,135 $ 201

Operating Operating lease liabilities, non-current $ 438 $ 1,664

Finance Finance lease liabilities, non-current $ 1,960 $ 157

Costs associated with the Company's leases were included in the statements of operations as follows (in thousands):

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Total lease cost $ 2,055 $ 1,709

(1) Includes variable lease cost of $ 196,000 and $ 129,000 for the years ended December 31, 2024 and 2023, respectively.

(1) Includes variable lease cost of $ 0.2 million for each of the years ended December 31, 2025 and 2024.

Supplemental cash flow information on leases is as follows (in thousands):

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The Company has licensed technology for use in its diagnostic tests.

In addition to the milestone payments required by these agreements, individual license agreements generally provide for ongoing royalty payments ranging from 2.0 % to 7.0 % on net sales of products which incorporate licensed technology, as defined in such agreements.

Royalties are accrued when incurred and recorded in costs of revenue in the accompanying statements of operations.

In addition to the milestone payments required by these agreements, individual license agreements generally provide for ongoing royalty payments of less than 1 % on net sales of products which incorporate licensed technology, as defined in such agreements.

Royalties are accrued when incurred and recorded in cost of revenue in the accompanying statements of operations.

Supply Agreements

In August 2024, the Company amended a supply agreement with one supplier for reagents, which includes pricing terms and minimum purchase commitments, through December 31, 2025, for new consumable products related to the Company's launch of the Anti-RA33 IgA, Anti-RA33 IgG and Anti-RA33 IgM biomarkers.

The aggregate minimum annual purchase commitment related to such agreement for the year ending December 31, 2025 is $ 10.4 million.

Collaboration Obligations

In May 2021, the Company entered into an exclusive license agreement with Allegheny Health Network Research Institute (AHN), pursuant to which the Company is required to pay AHN a collaboration fee of $ 0.4 million per year.

Collaboration expenses under the master research collaboration agreement were $ 0.3 million for each of the years ended December 31, 2024 and 2023.

Collaboration expenses under the AHN collaboration are included in research and development expenses in the accompanying statements of operations.

In July 2025, the Company amended a supply agreement (the Amended Supply Agreement) with one of its suppliers for certain reagents, which includes updated pricing terms, an extended term through June 30, 2029, and minimum purchase commitments for consumable products used in the Company's diagnostic biomarkers.

Pursuant to the Amended Supply Agreement, the Company is provided equipment by the supplier to be used by the Company in connection with the consumable products.

The aggregate minimum annual purchase commitment for the duration of the Amended Supply Agreement is $ 24.0 million, including a minimum purchase commitment of $ 3.0 million for the year ending December 31, 2025, $ 6.0 million for each of the years ending December 31, 2026 through 2028 and $ 3.0 million for the six month period ending June 30, 2029.

The Company accounts for the Amended Supply Agreement as an embedded finance lease for the equipment provided, with the reagents as a non-lease component accounted for separately.

The minimum purchase commitments for the reagents represent in-substance fixed contract consideration and is recorded based on the relative fair value of the equipment of $ 3.1 million as a ROU asset and related lease liability.

As of December 31, 2025, the Company had a finance lease ROU asset of $ 2.8 million and lease liabilities of $ 2.8 million on the Company's balance sheets related to the embedded finance lease.

For the year ended December 31, 2025, the Company recorded interest expense of $ 0.2 million related to this embedded finance lease on the Company's statements of operations.

Contingencies

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications;

including for subpoenas and other civil investigative demands, from governmental agencies, Medicare or Medicaid and managed care organizations reviewing billing practices or requesting comment on allegations of billing irregularities that are brought to their attention through billing audits or third parties.

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications, including for subpoenas and other civil investigative demands, from governmental agencies, Medicare or Medicaid and managed care organizations reviewing billing practices or requesting comment on allegations of billing irregularities that are brought to their attention through billing audits or third parties.

The Company's exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made or that the Company believes to be immaterial.

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From time to time, the Company may be subject to various legal proceedings that arise in the ordinary course of business activities.

The Company does not believe the outcome of any such matters as of December 31, 2024 will have a material effect on its financial position or results of operations.

In October 2023, the Company resolved an investigation with the U.S.

Attorney’s Office for the District of Massachusetts that was initiated by a qui tam lawsuit (the October 2023 Lawsuit).

Pursuant to a settlement agreement entered into by and between the Company and the U.S.

Department of Justice (the Settlement Agreement), the Company made a single lump-sum remittance to the government in the amount of $ 0.7 million, including interest, in connection with specimen processing arrangements that Exagen historically had with

Attorney’s Office dismissed this “covered conduct” in the October 2023 Lawsuit with prejudice, while non-covered conduct was dismissed without prejudice.

The Department of Justice excused itself from the case in connection with the settlement.

In November 2023, the complaint was unsealed by the court and served on Exagen by the relator.

Exagen filed a motion to dismiss the complaint.

In December 2023, the Company's insurance carrier provided reimbursement for certain defense costs the Company incurred in the October 2023 Lawsuit.

The Company does not believe the outcome of any such matters will have a material effect on its financial position or results of operations.

Pursuant to a settlement agreement with the Department of Justice (DOJ), which has been previously disclosed, the Company made a single lump-sum remittance to the government in the amount of $ 0.7 million plus interest in October 2023.

Attorney’s Office dismissed the “covered conduct” elements in the qui tam with prejudice, while non-covered conduct was dismissed without prejudice.

The DOJ excused itself from the case in connection with the settlement.

The Company’s ability to participate in federally funded healthcare programs was unaffected by the settlement.

In November 2023, the complaint was unsealed and served on the Company.

The Company filed a motion to dismiss the complaint.

In February 2024, the relator filed a motion for leave to amend the complaint.

Exagen opposed this motion, and all motions are still pending.

The Company cannot predict when these matters will be resolved, the outcome of these matters, or their potential impact, which may materially and adversely affect the Company's business, prospects, and financial condition.

The Company intends to vigorously defend against the claims being asserted in the complaint.

The Company's participation in federal healthcare programs is not affected by the Settlement Agreement.

The Company opposed this motion.

In March 2025, the court granted the Company’s motion to dismiss with prejudice and denied the relator’s motion for leave to amend.

On April 14, 2025, the relator filed an appeal with respect to this ruling.

On July 15, 2025, the qui tam case was dismissed with prejudice by the presiding judge.

Both the DOJ and the relator’s counsel filed a stipulation of dismissal in the matter.

Fair Value Measurements

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The carrying values of these items approximate their fair values due to their short-term nature.

The estimated fair value of the Company's long-term borrowings is determined by Level 2 inputs and based primarily on quoted market prices for similar issues.

As of December 31, 2024, the Amended Loan Agreement had a carrying value of $ 19.1 million and a fair value of $ 19.2 million.

As of December 31, 2023, the Amended Loan Agreement had a carrying value of $ 18.7 million and a fair value of $ 19.7 million.

The estimated fair value of the Amended Loan Agreement was determined based on a discounted cash flow approach using available market information on discount and borrowing rates with similar terms, maturities, and credit ratings.

The aggregate carrying value of the Company's other long-term borrowings as of December 31, 2024 was $ 1.1 million and approximated its fair value.

The estimated fair value of the Company's long-term borrowings is determined by Level 2 inputs and based primarily on quoted market prices for the same or similar issues.

As of December 31, 2025, the Perceptive Term Loan Facility had a carrying value of $ 21.7 million and a fair value of $ 22.6 million.

The estimated fair value of the Perceptive Term Loan Facility was determined based on a discounted cash flow approach using available market information on discount and borrowing rates with similar terms, maturities, and credit ratings.

The aggregate carrying value of the Company's other long-term borrowings as of December 31, 2025 and December 31, 2024 was $ 1.2 million and $ 1.1 million, respectively, and approximated its fair value.

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

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Money market funds, included in cash and cash equivalents $ — $ — $ — $ —

Warrant liability $ 1,752 $ — $ — $ 1,752

December 31, 2024

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The fair value of the Company's money market funds is based on quoted market prices.

Warrant Liability

The Company recorded a liability for the Warrant Certificate issued in connection with the Perceptive Term Loan Facility at fair value utilizing a probability-weighted BSM option pricing model using significant unobservable inputs consisting of the Company's probability assessment of drawing future debt tranches, the inputs used for the Company’s stock-based compensation expense adjusted for the Warrant Certificate’s expected term, which is calculated based on the remaining contractual term, and the fair value of the underlying common stock.

As such, the Warrant Certificate liability was determined to be a Level 3 fair value measurement.

The assumptions used in the BSM option pricing model to determine the fair value of the warrant liability were as follows:

April 25, 2025 (Warrant Certificate Issuance Date) December 31, 2025

Fair value of underlying common stock $ 6.21 $ 6.08

Exercise price $ 4.96 - $ 6.99

$ 6.08 - $ 6.84

Risk-free interest rate 4.3 %

Expected volatility 88.8 %

Expected term (in years) 10.0

Expected dividend yield — % — %

The probability assessment considers both the likelihood of the Company satisfying certain conditions, including specified revenue milestones, which give the Company the option to draw future debt tranches as well as the likelihood that the Company will exercise the right to draw one or more future debt tranches.

The Company assessed these factors at inception and as of December 31, 2025 and applied a weighted-average probability of approximately 47 % as of December 31, 2025 in the measurement of fair value, given current and forecasted capital needs.

Significant increases or decreases in the probability assessment in future periods may increase or decrease the fair value estimate of the warrant liability, respectively.

The interrelationship between these inputs is insignificant.

The Tranche A Warrant Shares were fully exercised on November 11, 2025 and the fair value was remeasured as of the exercise date and reclassified to stockholders' equity.

The following table provides a reconciliation of the warrant liability measured at fair value using Level 3 significant unobservable inputs (in thousands):

Warrant Liability

Balance at December 31, 2024

Fair value of warrant liability 3,525

Change in fair value of warrant liability 1,506

Reclassification of warrant liability to equity upon exercise of Tranche A Warrant Shares ( 3,279 )

Balance at December 31, 2025

Stockholders' Equity

Shelf Registration Statement

On November 17, 2023, the Company filed a registration statement on Form S-3, as amended (the 2023 Shelf Registration Statement), covering the offering, from time to time, of up to $ 150.0 million of common stock, preferred stock, debt securities, warrants and units.

The 2023 Shelf Registration Statement became effective on November 29, 2023, and all $ 150.0 million remain available for sale as of December 31, 2024.

On November 17, 2023, the Company filed a registration statement on Form S-3, as amended (the 2023 Shelf Registration Statement), covering the offering, from time to time, of up to $ 150.0 million of the Company's common stock, preferred stock, debt securities, warrants and units.

The 2023 Shelf Registration Statement became effective on November 29, 2023, and $ 126.2 million remained available for sale as of December 31, 2025.

At The Market Sales Agreement

On September 15, 2022, the Company entered into a sales agreement, as amended on November 17, 2023 (the Sales Agreement) with TD Securities (USA) LLC as sales agent, pursuant to which the Company may offer and sell, from time to time, shares of Company common stock having an aggregate offering price of up to $ 50.0 million.

The Company is not obligated to sell any shares of Company common stock in the offering.

As of December 31, 2024, the Company has not sold any shares of its common stock pursuant to the Sales Agreement .

On September 15, 2022, the Company entered into the Sales Agreement, as amended by Amendment No.

1 to Sales Agreement dated November 17, 2023 (the Amended Sales Agreement), with TD Securities (USA) LLC (TD Cowen), as sales agent, pursuant to which the Company may offer and sell, from time to time, shares of the Company's common stock having an aggregate offering price of up to $ 50.0 million.

The Company is not obligated to sell any shares of the Company's common stock in the offering.

During the year ended December 31, 2025, the Company has sold 360,554 shares of its common stock under the Amended Sales Agreement at an average price per share of $ 9.82 , for gross proceeds of approximately $ 3.5 million and net proceeds of approximately $ 3.4 million after deducting $ 0.1 million in commissions paid to TD Cowen and other offering expenses payable by the Company.

2025 Public Offering

On May 8, 2025, the Company entered into an underwriting agreement (the Underwriting Agreement) with Canaccord Genuity LLC (the Underwriter) relating to the issuance and sale of an aggregate of 3,852,500 shares of its common stock, including 502,500 shares of the Company's common stock issued and sold pursuant to the exercise in full of the Underwriter’s option to purchase additional shares, to the Underwriter at a price to the public of $ 5.25 per share (the 2025 Public Offering).

The 2025 Public Offering closed on May 9, 2025.

The net proceeds to the Company from the 2025 Public Offering were approximately $ 18.6 million after deducting $ 1.6 million of the underwriting discounts and commissions and other offering expenses payable by the Company.

Outstanding Warrants

The following equity classified warrants to purchase common stock were outstanding as of December 31, 2024:

Shares Exercise Price Issuance date Expiration date

The following equity classified warrants to purchase common stock of the Company were outstanding and exercisable as of December 31, 2025:

Shares Weighted-Average Exercise Price Issuance date Expiration date

Common stock warrants 12,528 $ 1.84 January 19, 2016 January 19, 2026

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Common stock warrants 131 $ 1.84 April 1, 2016 April 1, 2026

Common stock warrants 20,944 14.32 December 7, 2018 December 7, 2025

Common stock warrants (Exchange Warrants) 804,951 $ 0.001 June 22, 2021 None

No warrants to purchase common stock were exercised during the years ended December 31, 2024 and 2023.

In connection with the Perceptive Term Loan Facility, the Company may issue warrants for the purchase of up to an additional 750,000 shares of the Company’s common stock if and when the Company satisfies certain conditions and chooses to draw additional debt tranches during the respective draw periods.

The Company issued a total of 403,372 shares of common stock upon the cashless exercise of certain warrants during the year ended December 31, 2025.

No warrants to purchase common stock of the Company were exercised during the year ended December 31, 2024.

Stock Option Plan

2019 Incentive Award Plan

In September 2019, the Board adopted, and the Company's stockholders approved, the 2019 Plan.

In September 2019, the Company's Board of Directors (the Board) adopted, and the Company's stockholders approved, the 2019 Plan.

Under the 2019 Plan, which expires in September 2029, the Company may grant stock options, stock appreciation rights, restricted stock, RSUs and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries.

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(i) 4 % of the outstanding capital stock on each December 31st, or (ii) such lesser amount determined by the Board.

As of December 31, 2024, 2,189,228 shares of common stock remained available for future awards.

Pursuant to the evergreen provision, on January 1, 2025, an additional 705,613 shares of common stock became available for issuance under the 2019 Plan.

As of December 31, 2025, 2,274,550 shares of the Company's common stock remained available for future awards under the 2019 Plan.

Pursuant to the evergreen provision, on January 1, 2026, an additional 916,463 shares of the Company's common stock became available for issuance under the 2019 Plan.

Restricted Stock Units

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Shares Weighted-

Grant Date Fair Value Per Share Aggregate

(in thousands)

Grant Date Fair Value Per Share

Outstanding, December 31, 2024

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1,795,639 $ 3.85

As of December 31, 2024, all of the outstanding RSUs are unvested.

As of December 31, 2025, all of the 1,795,639 outstanding RSUs were unvested.

The fair value of RSUs vested in the years ended December 31, 2025 and 2024 was $ 3.2 million and $ 0.9 million, respectively.

The weighted average grant date fair value per share for RSUs granted during the years ended December 31, 2024 and 2023 was $ 2.11 and $ 2.39 , respectively.

The weighted average grant date fair value per share for RSUs granted during the years ended December 31, 2025 and 2024 was $ 5.66 and $ 2.11 per RSU, respectively.

As of December 31, 2025, total unrecognized compensation cost related to RSUs was $ 5.8 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.6 years.

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Exercised ( 108 ) $ 0.37

Forfeited ( 9,623 ) $ 16.70

Expired ( 131,919 ) $ 9.73

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346,922 $ 8.07 5.35 $ 617

There were 169,570 and 55,500 stock options granted in the years ended December 31, 2025 and 2024, respectively.

The weighted-average grant date fair value per share of options granted during the years ended December 31, 2025 and 2024 was $ 3.50 and $ 1.44 , respectively.

The aggregate intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $ 0.3 million and $ 0.2 million, respectively.

The intrinsic value is calculated as the difference between the fair value of the Company's common stock and the exercise price of the stock options.

The aggregate intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was negligible and $ 0.3 million, respectively.

The fair value of the Company's common stock was $ 6.08 and $ 4.10 per share at December 31, 2025 and 2024, respectively.

As of December 31, 2024, total unrecognized compensation cost related to option awards was negligible.

As of December 31, 2025, total unrecognized compensation cost related to option awards was $ 0.4 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.2 years.

2019 Employee Stock Purchase Plan

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The ESPP became effective on the day the ESPP was adopted by the Board.

The ESPP permits participants to purchase common stock through payroll deductions of up to 20 % of their eligible compensation.

The number of shares of common stock available for issuance under the ESPP will be annually increased on the first day of each calendar year during the term of the ESPP through January 1, 2029 in an amount equal to the lesser of (i) 1% of the outstanding capital stock on each December 31st, or (ii) such lesser amount determined by the Board.

During the year ended December 31, 2024, the Company issued 96,048 shares of common stock pursuant to scheduled purchases under the ESPP.

As of December 31, 2024, 523,744 shares of common stock remained available for issuance.

Pursuant to the evergreen provision, on January 1, 2025, an additional 176,403 shares became available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for each of the years ended December 31, 2024 and 2023 was less than $ 0.1 million.

The ESPP permits participants to purchase shares of the Company's common stock through payroll deductions of up to 20.0 % of their eligible compensation.

The number of shares of the Company's common stock available for issuance under the ESPP will be annually increased on the first day of each calendar year during the term of the ESPP through January 1, 2029 in an amount equal to the lesser of (i) 1.0 % of the outstanding capital stock on each December 31st, or (ii) such lesser amount determined by the Board.

During the year ended December 31, 2025, a total of 157,339 shares of the Company's common stock were issued under the ESPP.

As of December 31, 2025, 542,808 shares of the Company's common stock remained available for issuance under the ESPP.

Pursuant to the evergreen provision, on January 1, 2026, an additional 229,115 shares of the Company's common stock became available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the years ended December 31, 2025 and 2024 was approximately $ 0.3 million and $ 0.1 million, respectively.

As of December 31, 2025, total unrecognized compensation cost related to stock purchase rights granted under the ESPP was less than $ 0.1 million, which is expected to be recognized over a remaining weighted-average vesting period of 0.2 years.

Stock-Based Compensation Expense

Total non-cash stock-based compensation expense recorded related to options granted, RSUs granted and stock purchase rights granted under the ESPP in the statement of operations is as follows (in thousands):

Total non-cash stock-based compensation expense recorded related to options granted, RSUs granted and stock purchase rights granted under the ESPP in the statements of operations is as follows (in thousands):

Year Ended December 31,

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Federal $ — $ —

State ( 12 ) ( 33 )

Total current 51 12

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Income tax expense $ 51 $ 12

The effective tax rate of our provision for income taxes differs from the federal statutory rate as follows:

The Company's losses before income taxes for the years ended December 31, 2025 and 2024 were generated solely in the United States.

The effective tax rate of our provision for income taxes differs from the federal statutory rate as follows (in thousands, except percentages):

Year Ended December 31,

Federal statutory tax rate $ ( 4,179 ) 21.0 % $ ( 3,168 ) 21.0 %

State income taxes, net of federal tax benefits 2.2 % 2.2 %

State and local income taxes, net of federal income tax effect (1)

42 ( 0.2 ) % 10 ( 0.1 ) %

Enactment of new tax laws — — % — — %

Research and development tax credits — — % ( 16 ) 0.1 %

Stock compensation ( 5.9 ) % ( 3.4 ) %

Non-deductible expenses ( 2.5 ) % ( 1.4 ) %

Change in valuation allowance 3,300 ( 16.6 ) % 1,926 ( 12.8 ) %

Nondeductible items:

Stock compensation ( 75 ) 0.4 % 882 ( 5.8 ) %

Warrant liability 484 ( 2.4 ) % — — %

Entertainment 379 ( 1.9 ) % 281 ( 1.9 ) %

Other 103 ( 0.6 ) % 97 ( 0.6 ) %

Effective tax rate ( 0.3 ) % ( 0.1 ) %

Significant components of the Company’s deferred tax assets at December 31, 2024 and 2023 are shown below (in thousands).

A valuation allowance has been established as realization of the Company’s deferred tax assets has not met the more likely-than-not threshold requirement.

If the Company’s judgment changes and it is determined

that the Company will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction to income tax expense (in thousands).

Changes in unrecognized tax benefits — — % — — %

Other adjustments ( 3 ) — % — — %

Provision for income taxes $ 51 ( 0.3 ) % $ 12 ( 0.1 ) %

(1) In 2025 and 2024, state and local income taxes in Texas made up the majority (greater than 50%) of the tax effect in this category.

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards.

Significant components of the Company’s deferred tax assets at December 31, 2025 and 2024 are as follows (in thousands):

Deferred tax assets:

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Net deferred tax assets $ — $ —

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2024 and 2023, which related primarily to increases in net operating loss (NOL) carryforwards, research and development tax credits, and capitalization of research and experimentation costs were as follows (in thousands):

The Company accounts for deferred taxes under ASC 740, Income Taxes , which requires that the tax benefit of net operating losses (NOLs), temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is more likely than not.

Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period.

Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets is currently not likely to be realized and, accordingly, has provided a valuation allowance.

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2025 and 2024, which related primarily to increases in NOL carryforwards, research and development tax credits, and capitalization of research and experimentation costs were as follows (in thousands):

Valuation allowance at the beginning of the year $ 45,237 $ 42,942

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Valuation allowance at the end of the year $ 49,211 $ 45,237

At December 31, 2024 and 2023, the Company had federal NOL carryforwards of approximately $ 141.5 million and $ 129.8 million, respectively.

At December 31, 2024 and 2023, the Company had state NOL carryforwards of $ 98.7 million and $ 91.0 million, respectively.

Approximately $ 43.5 million of the federal tax loss carryforwards will begin to expire in 2025, unless previously utilized.

The federal NOL carryforwards generated after December 31, 2017 of $ 98.0 million will carryforward indefinitely.

The Company’s state tax loss carryforwards will begin to expire in 2030, unless previously utilized.

As of December 31, 2025, the Company had federal NOL carryforwards of approximately $ 115.7 million, which do not expire, federal NOL carryforwards of $ 43.5 million, which begin to expire in 2026, and state NOL carryforwards of $ 113.2 million, which begin to expire in 2030.

As of December 31, 2025, the Company had U.S.

federal and California tax credits of approximately $ 1.4 million and $ 1.2 million, respectively.

The federal tax credits begin to expire in 2026, while the California tax credits do not expire.

At December 31, 2025, the Company's deferred tax assets are primarily comprised of federal and state tax NOL carryforwards.

The Company completed a formal study through the year ended December 31, 2019 and determined ownership changes within the meaning of Internal Revenue Code (IRC), Section 382 had occurred in 2003, 2008, 2012, 2017 and 2019.

2012, 2017 and 2019.

Based on the analysis, $ 55.0 million of the Company's tax attribute carryforwards through December 31, 2017 cannot be utilized under IRC Section 382.

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The Company does not have any material accruals for, and did not recognize any, material interest or penalties in these financial statements in any period presented.

Uncertain Tax Positions

At December 31, 2024 and 2023, the Company had no unrecognized tax benefits.

The Company does not believe that the balance of unrecognized tax benefits will materially change within the next twelve months.

As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits.

A summary of the Company's income tax payments made for the years ended December 31, 2025 and 2024 is as follows (in thousands):

Federal $ — $ —

State and local:

South Carolina 5 5

New Jersey — 2

Tennessee 2 1

Total cash paid $ 35 $ 32

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted by the U.S.

The OBBBA includes significant provisions, such as the permanent extension of expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company determined that the OBBBA does not have a material impact on its financial statements.

The Company sponsors an employee savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Code.

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For each of the years ended December 31, 2025 and 2024, the Company made contributions to the 401(k) Plan at 4 % of qualified employee compensation.

For each of the years ended December 31, 2024 and 2023, these contributions totaled approximately $ 0.8 million.

For the years ended December 31, 2025 and 2024, these contributions totaled approximately $ 1.0 million and $ 0.8 million, respectively.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the CODM in making decisions regarding resource allocation and assessing performance.

The Company operates in a single operating segment focused on the design, development and commercialization of testing products which allow for the differential diagnosis, prognosis and monitoring of complex rheumatic, autoimmune and autoimmune-related disease.

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (CODM) in making decisions regarding resource allocation and assessing performance.

The Company views its operations as, and manages its business in, one operating segment focused on the design, development and commercialization of testing products which allow for the differential diagnosis, prognosis and monitoring of complex rheumatic, autoimmune and autoimmune-related disease.

Segment revenue is primarily derived from the sale of the Company’s testing products, most of which is attributable to its AVISE ® CTD test.

The Company’s CODM is its Chief Executive Officer.

The CODM assesses performance for the segment and decides how to allocate resources based on revenue and net loss as reported on the Statement of Operations, after taking into account the Company’s strategic priorities, its cash balance and its expected use of cash.

The CODM assesses performance for the segment and decides how to allocate resources based on revenue and net loss as reported on the statements of operations, after taking into account the Company’s strategic priorities, its cash balance and its expected use of cash.

The CODM considers budget/forecast versus actual results on a quarterly basis when making decisions about the allocation of resources.

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Interest expense ( 4,318 ) ( 2,234 )

Loss on extinguishment of debt ( 295 ) —

Change in fair value of warrant liability ( 1,506 ) —

Interest income 289 767

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1 Other segment items included in Segment net loss include insurance expenses, trade show and conference expenses, fulfillment expenses, board compensation, clinical trial expenses, collaboration expenses and bank fees, among others.

Subsequent Events

Warrant Exercise

On June 22, 2021, the Company entered into an exchange agreement with an investor and its affiliates (the Exchanging Stockholders), pursuant to which the Company exchanged an aggregate of 804,951 shares of the Company's common stock owned by the Exchanging Stockholders for pre-funded warrants (the Exchange Warrants) to purchase an aggregate of 804,951 shares of common stock.

On January 15, 2026, all outstanding Exchange Warrants were exercised by the holders on a cashless basis and the Company issued a total of 804,788 shares of common stock.

Credit Agreement Amendment

On March 6, 2026, the Company and Perceptive entered into a first amendment to the Credit Agreement.

This amendment, among other changes, terminated the Tranche C Term Loan Commitment (as defined therein), extended the availability of the $ 10.0 million Tranche B Term Loan (as defined therein) to September 30, 2026, increased the trailing twelve month net revenue milestone applicable to the Tranche B Borrowing Date (as defined therein), and revised certain financial covenant thresholds.

The first amendment did not change the stated maturity of the existing term loans and reaffirmed the existing liens and guarantees securing the credit facility.

and become exercisable if and when the remaining additional debt tranches (Tranche B and/or Tranche D) are drawn by the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures