EXAGEN INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information we are required to disclose in such reports is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2025, our disclosure controls and procedures were effective at a reasonable level of assurance. Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal controls over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) . Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. 80 Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls and Procedures Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 81 Item 9B. Other Information. Rule 10b5-1 trading arrangements 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 We maintain an Insider Trading Policy that, among other things, prohibits all officers, directors, and other employees with access to sensitive Company information from engaging in “hedging” transactions with respect to our shares. This includes short sales, hedging of share ownership positions, and transactions involving derivative securities relating to our shares. The Insider Trading Policy also generally prohibits borrowing or other arrangements involving the non-recourse pledge of our shares. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 82 Part III Item 10. Directors, Executive Officers and Corporate Governance. 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. Item 11. Executive Compensation. 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. 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. Item 14. Principal Accountant Fees and Services. Our independent registered public accounting firm is BDO USA, P.C., San Diego, California, PCAOB ID # 243 . 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. 83 Part IV Item 15. Exhibits and Financial Statement Schedules. Financial Statements and Financial Statement Schedules (1) Exhibits A list of exhibits is set forth on the Exhibit Index immediately preceding the signature page of this Annual Report and is incorporated herein by reference. (2) All financial statements The financial statements of Exagen Inc., together with the report thereon of BDO USA, P.C., an independent registered public accounting firm, are included in this Annual Report beginning on page F-2. (3) Financial statement schedules All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto. Item 16. Form 10-K Summary. None. 84 Index to Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Exhibit Filing Date Filed/Furnished Herewith 3.1 Amended and Restated Certificate of Incorporation. 8-K 001-39049 3.1 9/23/2019 3.2 Amended and Restated Bylaws. 8-K 001-39049 3.1 3/22/2021 3.3 Amendment to Amended and Restated Bylaws, dated January 19, 2023. 8-K 001-39049 3.1 1/23/2023 4.1 Specimen stock certificate evidencing the shares of common stock. S-1/A 333-233446 4.1 9/9/2019 4.2 Form of Common Stock Purchase Warrant issued to investors by the Company in connection with private placement financings. S-1/A 333-233446 4.4 9/9/2019 4.3 Form of Common Stock Purchase Warrant to purchase common stock issued to investors by the Company in 2016. S-1/A 333-233446 4.8 9/9/2019 4.4 Form of Warrant to Purchase Stock issued to Innovatus Life Sciences Lending Fund I, LP in connection with the Company's 2018 loan agreement. S-1/A 333-233446 4.9 9/9/2019 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. 2013 Stock Option Plan, as amended, and form of option agreement thereunder. S-1/A 333-233446 10.2 9/9/2019 10.2# Exagen Inc. 2019 Incentive Award Plan. S-1/A 333-233446 10.3 9/9/2019 10.3# Form of Option Agreement under Exagen Inc. 2019 Incentive Award Plan. S-1/A 333-233446 10.4 9/9/2019 10.4# Form of Restricted Stock Unit Agreement under Exagen Inc. 2019 Incentive Award Plan. 10-K 001-39049 10.5 3/16/2021 10.5# Exagen Inc. 2019 Employee Stock Purchase Plan. S-1/A 333-233446 10.5 9/9/2019 10.6† Asset Purchase Agreement, dated October 8, 2010, by and between Cypress Bioscience, Inc., Proprius, Inc. and the Company. S-1/A 333-233446 10.11 9/9/2019 10.7† Amendment No. One to Asset Purchase Agreement, dated March 10, 2011, by and between Cypress Bioscience, Inc., Proprius, Inc. and the Company. S-1/A 333-233446 10.12 9/9/2019 10.8 Amendment No. Two to Asset Purchase Agreement, dated August 21, 2012, by and between Royalty Pharma Collection Trust, Proprius, Inc. and the Company. S-1/A 333-233446 10.13 9/9/2019 10.9†^ Amendment No. Three to Asset Purchase Agreement, dated February 6, 2013, by and between Royalty Pharma Collection Trust, Proprius, Inc. and the Company. S-1/A 333-233446 10.14 9/9/2019 10.10 Amendment No. Four to Asset Purchase Agreement and Consent, dated October 8, 2013, by and between Royalty Pharma Collection Trust, Proprius, Inc. and the Company. S-1/A 333-233446 10.15 9/9/2019 10.11 Amendment No. Five to Asset Purchase Agreement, dated January 26, 2016, by and between Royalty Pharma Collection Trust, Proprius, Inc. and the Company. S-1/A 333-233446 10.16 9/9/2019 85 10.12† Amendment No. Six to Asset Purchase Agreement, dated February 16, 2017, by and between Royalty Pharma Collection Trust, Proprius, Inc. and the Company. S-1/A 333-233446 10.17 9/9/2019 10.13† Amended and Restated Exclusive License Agreement, dated August 2, 2011, by and between the University of Pittsburgh-Of the Commonwealth System of Higher Education and the Company. S-1/A 333-233446 10.18 9/9/2019 10.14† First Amendment to Amended and Restated Exclusive License Agreement, dated May 17, 2012, by and between the University of Pittsburgh-Of the Commonwealth System of Higher Education and the Company. S-1/A 333-233446 10.19 9/9/2019 10.15† Second Amendment to Amended and Restated Exclusive License Agreement, dated September 30, 2013, by and between the University of Pittsburgh-Of the Commonwealth System of Higher Education and the Company. S-1/A 333-233446 10.20 9/9/2019 10.16 Third Amendment to Amended and Restated Exclusive License Agreement, dated June 24, 2016, by and between the University of Pittsburgh-Of the Commonwealth System of Higher Education and the Company. S-1/A 333-233446 10.21 9/9/2019 10.17† Exclusive License Agreement, dated September 30, 2013, by and between the University of Pittsburgh-Of the Commonwealth System of Higher Education and the Company. S-1/A 333-233446 10.22 9/9/2019 10.18† Exclusive License Agreement, dated September 5, 2011, by and between Thierry Dervieux, Ph.D. and the Company. S-1/A 333-233446 10.23 9/9/2019 10.19 Standard Industrial/Commercial Multi-Tenant Lease, dated January 13, 2012, by and between RGS Properties and the Company. 10-Q 001-39049 10.1 7/28/2020 10.20 First Amendment to Standard Industrial/Commercial Multi-Tenant Lease, dated December 1, 2013, by and between RGS Properties and the Company. 10-Q 001-39049 10.2 7/28/2020 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 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 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 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 10.25 Standard Industrial/Commercial Single-Tenant Lease, dated September 4, 2014, by and between Geiger Court, LLC and the Company. S-1/A 333-233446 10.31 9/9/2019 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 10.27 Extension of Lease to Standard Industrial/Commercial Single-Tenant Lease, dated March 12, 2020, by and between Liberty Vista and the Company. 10-K 001-39049 10.32 3/25/2020 86 10.28 First Amendment to Standard Industrial/Commercial Single-Tenant Lease, dated January 6, 2021, by and between Liberty Vista and the Company. 10-K 001-39049 10.34 3/16/2021 10.29 Second Amendment to Standard Industrial/Commercial Single-Tenant Lease, dated October 11, 2021, by and between Liberty Vista and the Company. 10-Q 001-39049 10.2 11/10/2021 10.30 Standard Industrial/Commercial Multi-Tenant Lease, dated March 17, 2020 by and between RGS Properties and the Company. 10-K 001-39049 10.33 3/25/2020 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 10.32† Sublease Agreement, dated August 19, 2021, by and between Plum Healthcare Group, LLC and the Company. 10-Q 001-39049 10.1 11/10/2021 10.33 Master Lease Agreement, dated February 1, 2018, by and between Celtic Commercial Finance, a division of MB Equipment Finance, LLC and the Company. S-1/A 333-233446 10.32 9/9/2019 10.34 Form of Indemnification Agreement for Directors and Officers. S-1/A 333-233446 10.35 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. Amended and Restated Executive Change in Control and Severance Plan. 10-Q 001-39049 10.3 8/5/2024 10.37# Employment Agreement, dated as of October 16, 2022, by and between the Company and John Aballi 8-K 001-39049 10.1 10/16/2022 10.38# Employment Agreement, dated as of September 1, 2024, by and between the Company and Jeff Black. 8-K 001-39049 10.1 8/2/2024 10.39 Sales Agreement, dated as of September 15, 2022, by and between the Company and TD Securities (USA) LLC 8-K 001-39049 1.1 9/15/2022 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 10.41^† 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 10.42^ 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. X 19 Insider Trading Policies and Procedures. 10-K 001-39049 19 3/11/2025 23.1 Consent of Independent Registered Public Accounting Firm. X 24.1 Power of Attorney (included on signature page). X 31.1 Certificate of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certificate of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 87 32.1* Certifications Pursuant to U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002. X 97.1# Exagen Inc. Clawback Policy. 10-Q 001-39049 10.2 11/13/2023 101.SCH XBRL Taxonomy Extension Schema Document. X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB XBRL Taxonomy Extension Labels Linkbase Document. X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. X 104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2021, has been formatted in Inline XBRL. X * This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. # Indicates management contract or compensatory plan. † Portions of this exhibit (indicated by asterisks) have been omitted for confidentiality purposes. ^ Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of the omitted schedules will be furnished to the SEC upon request. 88 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXAGEN INC. Date: March 10, 2026 by: /s/ John Aballi John Aballi President and Chief Executive Officer (Principal Executive Officer) Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Aballi and Jeffrey G. Black as his or her true and lawful attorneys-in-fact, and each of them, with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, and either of them, or his or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 89 Signature Title Date /s/ John Aballi President, Chief Executive Officer and Director March 10, 2026 John Aballi (Principal Executive Officer) /s/ Jeffrey G. Black Chief Financial Officer and Corporate Secretary March 10, 2026 Jeffrey G. Black (Principal Financial and Accounting Officer) /s/ Tina S. Nova, Ph.D. Executive Chairman of the Board March 10, 2026 Tina S. Nova, Ph.D. /s/ Ana Hooker Director March 10, 2026 Ana Hooker /s/ Scott Kahn, Ph.D. Director March 10, 2026 Scott Kahn, Ph.D. /s/ Paul Kim Director March 10, 2026 Paul Kim /s/ Bruce C. Robertson, Ph.D. Director March 10, 2026 Bruce C. Robertson, Ph.D. /s/ Frank Stokes Director March 10, 2026 Frank Stokes /s/ Chas McKhann Director March 10, 2026 Chas McKhann 90 Exagen Inc. Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 243) F- 2 Balance Sheets as of December 31, 202 5 and 202 4 F- 4 Statements of Operations for the Years Ended December 31, 202 5 and 202 4 F- 5 Statements of Stockholders' Equity for the Years Ended December 31, 202 5 and 202 4 F- 6 Statements of Cash Flows for the Years Ended December 31, 202 5 and 202 4 F- 7 Notes to Financial Statements F- 8 F-1 Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Exagen Inc. Vista, California Opinion on the Financial Statements We have audited the accompanying balance sheets of Exagen Inc. (the “Company”) as of December 31, 2025 and 2024, the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition – Estimation of Transaction Price As described in Note 2 to the financial statements, the Company’s revenue was $66.6 million for the year ended December 31, 2025, substantially all of which has been derived from sales of its testing products. Net revenues recognized consist of amounts billed net of allowances for differences between amounts billed and the estimated consideration the Company expects to receive from payors. The process for estimating revenues involves significant judgment and estimation. The Company considers historical denial and collection experience and insurance reimbursement policies and other factors, to estimate allowances and implicit price concessions. The transaction price is estimated using an expected value method on a portfolio basis. The Company's portfolios are grouped per payor (i.e., each individual commercial payor, Medicare, Medicaid, client payors, patient self-pay, etc.) and per test. We identified the estimation of the transaction price using an expected value method for certain portfolios as a critical audit matter. Significant judgment is used in considering historical denial and collection experience and insurance reimbursement policies to determine the estimated consideration the Company expects to receive. F-2 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 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. We have served as the Company’s auditor since 2017. San Diego, California March 10, 2026 F-3 Exagen Inc. Balance Sheets (in thousands, except share and per share amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 32,220 $ 22,036 Accounts receivable, net 10,855 7,835 Prepaid expenses and other current assets 5,818 6,584 Total current assets 48,893 36,455 Property and equipment, net 6,938 5,283 Operating lease right-of-use assets 1,435 2,401 Other assets 756 550 Total assets $ 58,022 $ 44,689 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 4,153 $ 4,137 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, 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 Commitments and contingencies (Note 6) Stockholders' equity: Preferred stock, $ 0.001 par value per share; 10,000,000 shares authorized, no shares issued or outstanding at December 31, 2025 and December 31, 2024 — — Common stock, $ 0.001 par value per share; 200,000,000 shares authorized at December 31, 2025 and December 31, 2024; 22,911,575 and 17,640,328 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively 23 18 Additional paid-in capital 331,708 303,853 Accumulated deficit ( 314,282 ) ( 294,331 ) Total stockholders' equity 17,449 9,540 Total liabilities and stockholders' equity $ 58,022 $ 44,689 The accompanying notes are an integral part of these financial statements F-4 Exagen Inc. Statements of Operations (in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 Revenue $ 66,575 $ 55,641 Cost of revenue 27,776 22,529 Gross profit 38,799 33,112 Operating expenses: Selling, general and administrative expenses 46,615 41,373 Research and development expenses 6,254 5,375 Total operating expenses 52,869 46,748 Loss from operations ( 14,070 ) ( 13,636 ) 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 Loss before income taxes ( 19,900 ) ( 15,103 ) Income tax expense ( 51 ) ( 12 ) Net loss $ ( 19,951 ) $ ( 15,115 ) Net loss per share, basic and diluted (Note 2) $ ( 0.93 ) $ ( 0.83 ) Weighted-average number of shares used to compute net loss per share, basic and diluted (Note 2) 21,558,245 18,203,044 The accompanying notes are an integral part of these financial statements F-5 Exagen Inc. Statements of Stockholders' Equity (in thousands, except share amounts) Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity Shares Amount Balances at December 31, 2023 17,045,954 $ 17 $ 301,893 $ ( 279,216 ) $ 22,694 Issuance of stock from vested restricted stock units 413,202 — — — — Exercise of stock options 85,124 — 22 — 22 Issuance of stock under Employee Stock Purchase Plan 96,048 1 175 — 176 Stock-based compensation — — 1,763 — 1,763 Net loss — — — ( 15,115 ) ( 15,115 ) 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 — — — — Exercise of stock options 108 — — — — Issuance of stock under Employee Stock Purchase Plan 157,339 — 398 — 398 Stock-based compensation — — 2,158 — 2,158 Net loss — — — ( 19,951 ) ( 19,951 ) Balances at December 31, 2025 22,911,575 $ 23 $ 331,708 $ ( 314,282 ) $ 17,449 The accompanying notes are an integral part of these financial statements F-6 Exagen Inc. Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 19,951 ) $ ( 15,115 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,118 1,724 Amortization of debt discount and debt issuance costs 378 154 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: Accounts receivable, net ( 3,020 ) ( 1,284 ) Prepaid expenses and other current assets 1,108 ( 1,787 ) Other assets 792 63 Operating lease liabilities ( 1,096 ) ( 976 ) Accounts payable 42 308 Deferred revenue ( 58 ) 733 Accrued and other current liabilities 251 ( 133 ) Net cash used in operating activities ( 13,625 ) ( 13,279 ) Cash flows from investing activities: Purchases of property and equipment ( 641 ) ( 515 ) Proceeds from disposal of property and equipment 15 — Net cash used in investing activities ( 626 ) ( 515 ) Cash flows from financing activities: 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 ) 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 ) Cash, cash equivalents and restricted cash, beginning of year 22,236 36,693 Cash, cash equivalents and restricted cash, end of year $ 32,420 $ 22,236 Supplemental disclosure of cash flow information: 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 Costs incurred, but not paid, in connection with capital expenditures $ 25 $ 717 The accompanying notes are an integral part of these financial statements F-7 Exagen Inc. Notes to Financial Statements Note 1. Organization Description of Business Exagen Inc. (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). Liquidity 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. 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. See “Note 4. 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. See “Note 8. 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 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. 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. Note 2. 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. 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 F-8 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 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. Actual results could materially differ from those estimates. Concentration of Credit Risk and Other Risk and Uncertainties Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents and accounts receivable. Substantially all the Company's cash and cash equivalents are held at one financial institution that management believes is of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its cash or cash equivalents. 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: Revenue Year Ended December 31, 2025 2024 Customer A 24 % 25 % Customer B 18 % 20 % Customer C 10 % * Customer D * 10 % Accounts Receivable December 31, 2025 2024 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. F-9 Disaggregation of Revenue The following table includes the Company's revenues as disaggregated by payor and customer category (in thousands): Year Ended December 31, 2025 2024 Revenue: Commercial $ 35,764 $ 29,600 Government 15,881 14,323 Client direct bill(1) 14,644 11,360 Other(2) 286 358 Total revenue $ 66,575 $ 55,641 (1) Includes hospitals, other laboratories, etc. (2) Includes patient self-pay. Cash, Cash Equivalents and Restricted Cash The Company considers all highly-liquid investments purchased with a remaining maturity date of three months or less upon acquisition to be cash equivalents. 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 Credit Card Program). The Company has classified the value of this certificate of deposit (including all interest earned thereon) within other assets in the accompanying balance sheets. The Company has the right to terminate the Credit Card Program at any time. Upon termination of the Credit Card Program and repayment of all outstanding balances owed, the Company may redeem the certificate of deposit (and all interest earned thereon). Cash, cash equivalents and restricted cash presented in the accompanying statements of cash flows consist of the following (in thousands): December 31, 2025 2024 Cash and cash equivalents $ 32,220 $ 22,036 Restricted cash 200 200 Total cash, cash equivalents and restricted cash $ 32,420 $ 22,236 Property and Equipment Property and equipment are stated at cost, net of depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally between three and five years . Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life or the remaining term of the related lease. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operating expenses in the statements of operations in the period realized. Long-Lived Assets The Company’s long-lived assets are comprised principally of its property and equipment and operating lease assets. The Company amortizes all finite lived intangible assets over their respective estimated useful lives. Operating lease assets are amortized over the term of the leases. In considering whether long-lived assets are impaired, the Company combines its long-lived assets into groupings, a determination which is made principally on the basis of whether the assets are specific to a particular test offered or technology being developed. If the Company identifies a change in the circumstances related to its long-lived assets that indicates the carrying value of any such asset may not be recoverable, the Company will perform an impairment analysis. 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 F-10 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. Leases The Company categorizes leases at their commencement as either operating or finance leases. The Company recognizes operating lease ROU assets and operating lease liabilities for each lease arrangement identified. Lease liabilities are recorded at the present value of future lease payments discounted using the Company's incremental borrowing rate for the lease established at the commencement date. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow, on a collateralized basis over a similar term and in a similar economic environment, an amount equal to the total lease payments. The Company primarily considers industry data, its credit rating and the lease term to determine its incremental borrowing rate. ROU assets are measured at the amount of the lease liability plus any initial direct costs, less any lease incentives received before commencement. Lease expense is recognized as a single lease cost over the lease term on a straight-line basis. The Company has elected not to apply the recognition requirements to short-term leases and not to separate non-lease components from lease components for its leases. Clinical Studies From time to time, the Company engages in efforts to scientifically measure and document the application and efficacy of its various testing products. These arrangements typically require the Company to pay a fee to a third-party scientific investigator (usually a physician or research institution) for each subject enrolled in a clinical study, and the Company accrues expenses based on estimated progress of services performed, including actual level of subjects enrolled and progress of the clinical studies. Payments made prior to the completion of clinical study services are capitalized as a prepaid expense. The prepaid amounts are expensed as the related goods are delivered or the services are performed, or when it is no longer expected that the goods will be delivered or the services rendered. Expenses associated with clinical study activities are recorded in research and development expenses in the accompanying statement of operations. Revenue Recognition Substantially all of the Company's revenue has been derived from sales of its testing products and is primarily comprised of a high volume of relatively low-dollar transactions. The Company primarily markets its testing products to rheumatologists and their physician assistants in the United States. The healthcare professionals who order the Company's testing products and to whom test results are reported are generally not responsible for payment for these products. 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 (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. The Company's service is a single performance obligation that is completed upon the delivery of test results to the prescribing physician which triggers revenue recognition. Payors are generally billed at the Company's list price, unless a separate pricing contract is in place. Net revenues recognized consist of amounts billed net of allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payors. The process for estimating revenues and the ultimate collection of accounts receivable involves significant judgment and estimation. The Company follows a standard process, which considers historical denial and collection experience, insurance reimbursement policies and other factors, to estimate allowances and implicit price concessions. Adjustments are recorded in the current period as changes in estimates occur. Further adjustments to the allowances, based on actual receipts, are recorded upon settlement. Included in revenues for the years ended December 31, 2025 and 2024 were net revenue increases of $ 0.9 million and $ 6.6 million, respectively, associated with changes in estimated variable consideration related to performance obligations satisfied in previous periods. The transaction price is estimated using an expected value method on a portfolio basis. F-11 Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. The Company's portfolios are grouped per payor (i.e. each individual commercial payor, Medicare, Medicaid, client payors, patient self-pay, etc.) and per test. Consideration may be constrained and excluded from the transaction price in situations where there is no contractually agreed upon reimbursement coverage or in absence of a predictable pattern and history of collectability with a payor. Accordingly, in such situations revenues are recognized on the basis of actual cash collections. 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 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. This generally occurs within 30 to 90 days of billing, however, the amount and timing of any reimbursements or collections for the Company's billed tests may vary by payor and other circumstances. 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 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. 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 $ 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; materials; laboratory supplies; consulting costs; costs associated with setting up and conducting clinical studies; depreciation; amortization and allocated overhead, including rent and utilities. F-12 Advertising and Marketing Costs Costs associated with advertising and marketing activities are expensed as incurred. Total advertising and marketing costs were approximately $ 1.7 million and $ 1.4 million for the years ended December 31, 2025 and 2024, respectively, and are included in selling, general and administrative expenses in the accompanying statements of operations. Shipping and Handling Costs Costs incurred for shipping and handling are included in costs of revenue in the accompanying statements of operations and were approximately $ 3.0 million and $ 3.1 million for the years ended December 31, 2025 and 2024, respectively. Stock-Based Compensation 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. The Company's RSUs generally vest in equal annual installments over four years from the date of grant or, for grants to new hires, date of hire. Vesting of the RSU is subject to the holder's continued service with the Company. The Company issues new shares of common stock to satisfy the RSUs upon vesting. Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from nonowner sources. There have been no items qualifying as other comprehensive loss and, therefore, for all periods presented, the Company's comprehensive loss was the same as its reported net loss. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as an expense in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. 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, F-13 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. Any accrued interest and penalties are included within the related tax liability. 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 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 ESPP. 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): Year Ended December 31, 2025 2024 Warrants to purchase common stock 14,405 325,330 Common stock options 526,839 489,296 Restricted stock units 1,795,639 1,710,373 Employee stock purchase plan 52,958 57,461 Total 2,389,841 2,582,460 Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB), or other standard setting bodies and adopted by the Company as of the specified effective date. 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 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 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 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. F-14 Note 3. Other Financial Information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2025 2024 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 Prepaid expenses and other current assets $ 5,818 $ 6,584 Property and Equipment, net Property and equipment, net consist of the following (in thousands): December 31, 2025 2024 Furniture and fixtures $ 121 $ 105 Laboratory equipment 4,530 2,988 Computer equipment and software 2,121 2,113 Leasehold improvements 3,308 3,259 Finance lease right-of-use assets 3,708 1,287 Construction in progress 294 1,543 Total property and equipment 14,082 11,295 Less: accumulated depreciation and amortization ( 7,144 ) ( 6,012 ) Property and equipment, net $ 6,938 $ 5,283 Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was approximately $ 2.1 million and $ 1.7 million, respectively. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): December 31, 2025 2024 Accrued payroll and related expenses $ 5,411 $ 5,046 Other accrued liabilities 916 1,870 Accrued and other current liabilities $ 6,327 $ 6,916 Note 4. Borrowings 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 F-15 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, 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, F-16 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 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 the Outstanding Borrowings As of December 31, 2025, future minimum aggregate payments, including interest, for outstanding borrowings are as follows (in thousands): Years Ending December 31, 2026 $ 3,700 2027 3,450 2028 3,117 2029 2,978 2030 25,930 Total 39,175 Less: Unamortized debt discount and issuance costs ( 3,302 ) Interest ( 12,966 ) Total borrowings, net of discounts and debt issuance costs 22,907 Less: Borrowings-current portion ( 643 ) Borrowings-non-current portion, net of discounts and debt issuance costs $ 22,264 Note 5. Leases Leases Operating Leases The Company leases office and laboratory space located in Vista, California. The lease expires in April 2027, with an option to extend portions of the lease for additional 5-year periods. The Company has not included the optional renewal periods in the measurement of the lease liability, because it is not reasonably certain that the Company will exercise these renewal options. The Company's payments under the lease are subject to escalation clauses. The Company leases additional office space in Carlsbad, California, under a sublease which commenced in October 2021 and expires in April 2027. Monthly base rent under the sublease agreement is $ 72,143 . The monthly base rent increases by approximately 3 % annually, each October 1, through the remainder of the lease term. Finance Leases 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. The portion of the future payments designated as principal repayments were classified as finance lease liabilities on the Company's balance sheet. F-17 Operating and Finance Leases Balances and Costs Operating and finance leases consist of the following (in thousands): December 31, Lease Balance Classification 2025 2024 Lease Assets Operating Operating lease right-of-use assets $ 1,435 $ 2,401 Finance Property and equipment, net $ 3,120 $ 486 Lease Liabilities Current Operating Operating lease liabilities, current $ 1,226 $ 1,096 Finance Finance lease liabilities, current $ 1,135 $ 201 Non-current 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): Year Ended December 31, Lease Cost 2025 2024 Operating leases Operating lease cost (1) $ 1,333 $ 1,345 Finance lease cost Amortization of lease assets 432 280 Interest on finance lease liabilities 290 84 Total lease cost $ 2,055 $ 1,709 (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): Year Ended December 31, Cash paid for amounts included in the measurement of lease liabilities 2025 2024 Operating cash out flows from operating leases $ 1,277 $ 1,240 Operating cash out flows from interest paid on finance leases $ 290 $ 84 Financing cash out flows from finance leases $ 494 $ 490 F-18 Information regarding the weighted-average lease term and weighted average discount rate are as follows: Year Ended December 31, 2025 2024 Weighted-average remaining lease term (years) Operating leases 1.3 2.3 Finance leases 3.5 1.8 Weighted-average discount rate Operating leases 8.0 % 8.0 % Finance leases 16.1 % 17.3 % Future payments under operating and finance leases as of December 31, 2025 are as follows (in thousands): Operating Leases Finance Leases 2026 1,315 1,235 2027 445 1,115 2028 — 1,087 2029 — 565 2030 — 30 Total minimum lease payments 1,760 4,032 Less: imputed interest ( 96 ) ( 937 ) Total lease liabilities 1,664 3,095 Less: current portion ( 1,226 ) ( 1,135 ) Lease obligations, net of current portion $ 438 $ 1,960 Note 6. Commitments and Contingencies Licensing Agreements 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 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 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. F-19 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. 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. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Litigation 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 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. The U.S. 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. 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. Note 7. Fair Value Measurements The carrying values of the Company's cash, cash equivalents and restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued and other current liabilities are determined to be a Level 1 measurement. 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 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. Techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-levels of the valuation hierarchy for disclosure of fair value measurements are defined as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. F-20 The following table sets forth the Company's financial instruments that were measured at fair value on a recurring basis within the fair value hierarchy (in thousands): December 31, 2025 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ — $ — $ — $ — Liabilities: Warrant liability $ 1,752 $ — $ — $ 1,752 December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 15,144 $ 15,144 $ — $ — 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 % 4.2 % Expected volatility 88.8 % 85.6 % Expected term (in years) 10.0 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. F-21 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 $ 1,752 Note 8. Stockholders' Equity Common Stock 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 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 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 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 Common stock warrants 1,746 $ 1.84 March 31, 2016 March 31, 2026 Common stock warrants 131 $ 1.84 April 1, 2016 April 1, 2026 Common stock warrants (Exchange Warrants) 804,951 $ 0.001 June 22, 2021 None 819,356 F-22 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. Note 9. Stock Option Plan 2019 Incentive Award 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. The options generally expire ten years after the date of grant and are exercisable to the extent vested. Vesting is established by the Board and is generally four years from the date of grant or, for grants to new hires, date of hire. The 2019 Plan contains an "evergreen provision" that allows annual increases in the number of shares available for issuance on the first day of each calendar year through January 1, 2029 in an amount equal to the lesser of: (i) 4 % of the outstanding capital stock on each December 31st, or (ii) such lesser amount determined by the Board. 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 RSU activity under the Company's 2019 Plan is set forth below: Number of Shares Weighted- Average Grant Date Fair Value Per Share Outstanding, December 31, 2024 1,710,373 $ 2.48 Awards granted 852,232 $ 5.66 Awards released ( 497,374 ) $ 2.85 Awards canceled ( 269,592 ) $ 2.71 Outstanding, December 31, 2025 1,795,639 $ 3.85 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, 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. Stock Options Stock option activity under the 2019 Plan is set forth below: Number of Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2024 489,296 $ 8.39 6.53 $ 370 Granted 169,570 $ 4.68 Exercised ( 108 ) $ 0.37 Expired ( 131,919 ) $ 9.73 Outstanding, December 31, 2025 526,839 $ 6.86 6.48 $ 957 Vested and expected to vest, December 31, 2025 526,839 $ 6.86 6.48 $ 957 Options exercisable, December 31, 2025 346,922 $ 8.07 5.35 $ 617 F-23 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 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, 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 In September 2019, the Board adopted, and the Company's stockholders approved, the ESPP. The ESPP became effective on the day the ESPP was adopted by the Board. 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 statements of operations is as follows (in thousands): Year Ended December 31, 2025 2024 Cost of revenue $ 237 $ 159 Selling, general and administrative 1,601 1,374 Research and development 320 230 Total $ 2,158 $ 1,763 Common stock reserved for future issuance consists of the following at December 31, 2025: Warrants to purchase common stock 819,356 Common stock option grants issued and outstanding 526,839 Common stock reserved for issuance upon vesting of outstanding restricted stock units 1,795,639 Common stock available for grant under the 2019 Plan 2,274,550 Common stock available for future issuance under ESPP 542,808 Total 5,959,192 F-24 Note 10. Income Taxes The provision for income taxes consists of the following (in thousands): Year Ended December 31, 2025 2024 Current: Federal $ — $ — State 51 12 Total current 51 12 Deferred: Federal — — State — — Total deferred — — Income tax expense $ 51 $ 12 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, 2025 2024 Federal statutory tax rate $ ( 4,179 ) 21.0 % $ ( 3,168 ) 21.0 % State and local income taxes, net of federal income tax effect (1) 42 ( 0.2 ) % 10 ( 0.1 ) % Enactment of new tax laws — — % — — % Tax credits: Research and development tax credits — — % ( 16 ) 0.1 % 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 ) % 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. F-25 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): December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 39,775 $ 35,348 Research and development tax credits 2,360 2,360 Accruals, reserves and other 917 955 Interest expense 3,572 2,785 Indefinite lived assets 193 276 Stock compensation 596 598 Lease liability 1,084 681 Capitalization of research and experimentation costs 1,894 2,942 Total gross deferred tax assets 50,391 45,945 Less: valuation allowance ( 49,211 ) ( 45,237 ) Deferred tax assets, net 1,180 708 Deferred tax liabilities: Right of use assets ( 1,039 ) ( 592 ) Basis differences in fixed and intangible assets ( 141 ) ( 116 ) Deferred tax liabilities ( 1,180 ) ( 708 ) Net deferred tax assets $ — $ — 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): December 31, 2025 2024 Valuation allowance at the beginning of the year $ 45,237 $ 42,942 Increases recorded to income tax provision 3,974 2,295 Valuation allowance at the end of the year $ 49,211 $ 45,237 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, F-26 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. The Company's ability to utilize NOL carryforwards generated after December 31, 2017 will not expire under the Tax Cuts and Jobs Act of 2017. The Company adjusted tax attribute carry forwards and deferred tax assets accordingly. As the deferred tax assets associated with the tax attribute carry forwards were fully offset by a valuation allowance, a corresponding reduction in the Company's valuation allowance was also recorded, resulting in no income tax impact. The Company is subject to taxation in the United States and in various state jurisdictions. The Company’s tax years for 2006 and forward are subject to examination by the U.S. and state tax authorities due to the carryforward of unutilized NOLs and research and development credits. The Company recognizes interest and/or penalties related to income tax matters in its provision for income taxes. 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. 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): December 31, 2025 2024 Federal $ — $ — State and local: Texas 24 18 South Carolina 5 5 New York 3 2 New Jersey — 2 Tennessee 2 1 Other 1 4 Total cash paid $ 35 $ 32 On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted by the U.S. government. 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. Note 11. 401(k) Plan The Company sponsors an employee savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Code. Participating employees may defer up to the Internal Revenue Service annual contribution limit. Additionally, the Company may elect to make contributions into the savings plan at its sole discretion. 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 the years ended December 31, 2025 and 2024, these contributions totaled approximately $ 1.0 million and $ 0.8 million, respectively. Note 12. Segment Reporting 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. F-27 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 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. The measure of segment assets is reported on the balance sheet as total assets and were $ 58.0 million and $ 44.7 million for the years ended December 31, 2025 and 2024, respectively. Segment revenue and net loss, including significant segment expenses regularly provided to the CODM are as follows (in thousands): Year Ended December 31, 2025 2024 Revenue $ 66,575 $ 55,641 Costs of revenue 27,776 22,529 Gross margin 38,799 33,112 Segment operating expenses: Employee expense 31,959 27,753 Outside services 4,728 4,253 Facilities related 3,737 3,674 Travel & entertainment 3,130 2,440 Stock compensation 1,921 1,604 Depreciation and amortization 1,068 1,041 Other 1 6,326 5,983 Total segment operating expenses 52,869 46,748 Loss from operations ( 14,070 ) ( 13,636 ) 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 Loss before income taxes ( 19,900 ) ( 15,103 ) Income tax expense ( 51 ) ( 12 ) Segment net loss $ ( 19,951 ) $ ( 15,115 ) 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. Note 13. 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. 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 will vest F-28 and become exercisable if and when the remaining additional debt tranches (Tranche B and/or Tranche D) are drawn by the Company. F-29