EXAGEN INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note 1. Organization

Description of Business

Exagen Inc., together with its consolidated subsidiary (collectively, 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 September 30, 2026, the Company had cash and cash equivalents of $28.1 million and had an accumulated deficit of $327.8 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 condensed consolidated financial statements. Consistent with historical practice, the Company held claims in the three months ended March 31, 2026, which resulted in increases in its accounts receivable and an accelerated decrease in its cash and cash equivalents in the three months ended March 31, 2026, and a reversal of that trend occurred during the second and third quarters of 2026 that is expected to continue in the remaining quarter of the fiscal year ending December 31, 2026.

To execute its business plans, the Company may need or choose to seek or obtain 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 from the issuance of these condensed consolidated financial statements, 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 unaudited condensed consolidated financial statements include the accounts of Exagen Inc. and its wholly-owned subsidiary, formed as an Israeli private limited liability company in August 2026.

The accompanying unaudited interim condensed consolidated balance sheets as of September 30, 2026, condensed consolidated statements of operations and stockholders' equity for the three and nine months ended September 30, 2026 and 2025, cash flows for the nine months ended September 30, 2026 and 2025 and the related footnote disclosures are unaudited and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC), and with accounting principles generally accepted in the United States (GAAP) applicable to interim financial statements. These unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction with the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in its Annual Report on Form 10-K filed with the SEC on March 10, 2026 (the 2025 Annual Report). In management's opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements included in the 2025 Annual Report and include all normal adjustments, necessary for the fair presentation of the Company's financial position as of September 30, 2026 and its results of operations for the periods presented. The results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected for the full fiscal year or any other interim period. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Certain reclassifications have been made to prior period amounts to conform to the current presentation.

The preparation of the accompanying unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the condensed consolidated 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 unaudited condensed consolidated financial statements include, but are not limited to revenue recognition, stock-based compensation, 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.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Exagen Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Foreign Currency Transactions

The functional currency for the Company’s wholly-owned foreign subsidiary is the United States dollar. All foreign currency transaction gains and losses are recognized in the condensed consolidated statements of operations.

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:

For the three months ended September 30, 2026 and 2025, approximately 89% and 87%, respectively, of the Company's revenue was related to the AVISE® CTD test. Revenue related to AVISE® CTD test for the nine months ended September 30, 2026 and 2025 was approximately 90% and 89%, respectively.

The Company is dependent on key suppliers for certain laboratory materials, consisting primarily of reagents and biomarkers used in our diagnostic tests. For the three months ended September 30, 2026 and 2025 approximately 99% and 97%, respectively, of the Company's diagnostic testing supplies were purchased from three suppliers. For the nine months ended September 30, 2026 and 2025 approximately 97% and 95%, respectively, of the Company's diagnostic testing supplies were purchased from three suppliers. An interruption in the supply of these materials would impact the Company's ability to perform testing services.

Disaggregation of Revenue

The following table includes the Company's revenues as disaggregated by payor and customer category (in thousands):

(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 consolidated 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 condensed consolidated statements of cash flows consist of the following (in thousands):

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 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.

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 three months ended September 30, 2026 and 2025 were net revenue increases of $0.8 million and $0.4 million, respectively, associated with changes in estimated variable consideration related to performance obligations satisfied in previous periods. Included in revenues for the nine months ended September 30, 2026 and 2025 were net revenue increases of $3.0 million and $1.0 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.

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 condensed consolidated statements of operations as an element of variable consideration. The estimated expected refunds are accrued as a liability on the Company’s condensed consolidated 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. Throughout the year ended December 31, 2025, the Company entered into various work orders to perform diagnostic testing services, including identifying and evaluating biomarkers. The Company received nonrefundable, upfront payments for these services. The Company had deferred revenue related to these contracts of $1.4 million and $0.7 million as of September 30, 2026 and December 31, 2025, respectively. The Company recognized revenue of $0.6 million out of the beginning deferred revenue balance during each of the nine months ended September 30, 2026 and 2025. 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 waszero as of September 30, 2026 and December 31, 2025. 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 $11.5 million and $10.9 million at September 30, 2026 and December 31, 2025, 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 Credit Holdings IV, LP (Perceptive) in connection with the Credit Agreement and Guaranty, dated April 25, 2025 (Credit Agreement). The Company recorded $0.3 million in prepaid expenses and other current assets on the condensed consolidated balance sheets as of September 30, 2026. 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 three and nine months ended September 30, 2026, the Company recognized $0.2 million and $0.6 million, respectively, in non-cash interest expense related to the amortization of the loan commitment fees within the Company's condensed consolidated statements of operations. During the three and nine months ended September 30, 2025, the Company recognized $0.3 million and $0.5 million, respectively, in non-cash interest expense related to the amortization of the loan commitment fees within the Company's condensed consolidated statements of operations. During the nine months ended September 30, 2026, the Company recognized a loss of $0.4 million within other income (expense), net on the condensed consolidated statements of operations as a result of accelerating the amortization of the loan commitment fees asset recorded in connection with the Tranche C Loan (as defined below), which was terminated pursuant to the First Amendment (as defined below). See “Note 4. Borrowings—Perceptive Term Loan Facility” for more information.

Acquisitions

The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen test is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further analysis is required to determine whether the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. Intangible assets acquired in an asset acquisition for use in research and development activities which have no alternative future use are expensed as in-process research and development (IPR&D) on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. Contingent payments payable in cash are recognized when the contingency is resolved and the consideration is paid or becomes payable.

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.

The Company grants certain performance-based restricted stock units (PSUs) to its executive officers as part of its long-term incentive plan. The PSUs vest based on the achievement of both pre-determined market conditions and service conditions over a specified performance period. The Company issues new shares of common stock to satisfy the PSUs upon vesting and the PSUs are not settleable for cash. The fair value of the Company's PSUs is determined on the grant date using a Monte Carlo simulation model.

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.

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 and PSUs 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 three and nine months ended September 30, 2026 and 2025, there was 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):

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

Recently Adopted Accounting Standards

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 adopted this standard in 2026 and determined that it did not have a material impact on the Company's consolidated financial statements.

Note 3. Other Financial Information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

Property and Equipment, net

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

Depreciation and amortization expense for the three months ended September 30, 2026 and 2025 was approximately $0.7 million and $0.6 million, respectively. Depreciation and amortization expense for the nine months ended September 30, 2026 and 2025 was approximately $1.9 million and $1.5 million, respectively. At each of September 30, 2026 and December 31, 2025, the gross book value of assets under finance leases was $3.7 million.

Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):

Note 4. Borrowings

Perceptive Term Loan Facility

On April 25, 2025, the Company and Perceptive entered into 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 three additional tranches of funding: up to $10.0 million (the Tranche B Loan), $10.0 million (the Tranche C Loan), and $30.0 million (the Tranche D Loan, and collectively with the Tranche A Loan, the Tranche B Loan and the Tranche C Loan, the Term Loans) to be drawn at the Company's option subject to the Company’s satisfaction of certain conditions, including specified revenue milestones.

On March 6, 2026, the Company and Perceptive entered into a first amendment to the Credit Agreement (First Amendment). This amendment, among other changes, terminated the Tranche C Loan, extended the availability of the $10.0 million Tranche B Loan 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.

In October 2026 and November 2026, the Company and Perceptive entered into a second amendment to the Credit Agreement (the Second Amendment) and a third amendment to the Credit Agreement (the Third Amendment), respectively. These amendments, among other changes, extended the availability of the Tranche B Loan to November 15, 2026, reduced the borrowing amount of the Tranche B Loan from $10.0 million to $5.0 million, and revised certain financial covenant thresholds. See "Note 10. Subsequent Events" for more details.

As amended, the Perceptive Term Loan Facility allows the Company to draw up to an aggregate additional principal amount of $35.0 million intwo tranches, subject to specified milestone and revenue requirements. The First Amendment, Second Amendment, and Third Amendment did not change the stated maturity of the existing Term Loans and reaffirmed the existing liens and guarantees securing the Perceptive Term Loan Facility.

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), or 11.75% as of September 30, 2026, 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 September 30, 2026, 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 a warrant certificate to purchase up to 1,150,000 shares (the Warrant Shares) of common stock (the Warrant Certificate),400,000 of which vested and became exercisable on the date of issuance (Tranche A Warrant Shares), 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. The Warrant Certificate was originally issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act. In satisfaction of the registration rights, the Company filed a registration statement on Form S-3 (File No. 333-288199) with the SEC on June 30, 2025, and declared effective on July 2, 2025, covering the resale of the Warrant Shares. As a result of the First Amendment, the number of shares of common stock subject to future vesting pursuant to the Warrant Certificate was reduced from up to 750,000 shares of common stock to up to 600,000 shares of common stock that may vest and become exercisable if and when the remaining additional debt tranches are drawn by the Company. The Third Amendment subsequently further reduced the number of shares of common stock subject to future vesting pursuant to the Warrant Certificate from up to 600,000 shares of common stock to up to 525,000 shares of common stock that may vest and become exercisable if and when the remaining additional debt tranches are drawn by the Company.

The Warrant Certificate has aten-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."

During the nine months ended September 30, 2026, the Company recognized a loss of $0.4 million within other income (expense), net on the condensed consolidated statements of operations as a result of accelerating the amortization of the loan commitment fees asset recorded in connection with the Tranche C Loan.

For the three months ended September 30, 2026 and 2025, the Company recognized $1.1 million and $1.2 million of interest expense, respectively, including $0.1 million of debt discount amortization in connection with the Perceptive Term Loan Facility. For the nine months ended September 30, 2026 and 2025, the Company recognized $3.3 million and $2.0 million of interest expense, respectively, including $0.4 million and $0.2 million for debt discount amortization in connection with the Perceptive Term Loan Facility, respectively. The effective interest rate was 16.2% per annum. As of September 30, 2026, the Perceptive Term Loan Facility had a carrying value of $22.1 million, classified within borrowings, non-current, net of discounts and debt issuance costs in the accompanying condensed consolidated 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. 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.

Equipment Notes Payable

From time to time, the Company purchases laboratory and office equipment, and furniture and fixtures under financing arrangements with third parties. At September 30, 2026, the total liability balance related to the financed property and equipment was $0.7 million, with $0.5 million classified within borrowings, current and $0.2 million within borrowings, non-current, net of discounts and debt issuance costs in the accompanying condensed consolidated balance sheets. At December 31, 2025, the total liability balance related to the financed property and 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 condensed consolidated balance sheets. The financed property and 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 September 30, 2026, future minimum aggregate payments, including interest, for outstanding borrowings for each of the years ending December 31 were as follows (in thousands):

Note 5. 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 may provide for ongoing royalty payments, generally 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 condensed consolidated statements of operations.

Supply Agreements

In July 2025, the Company amended a supply agreement (the Amended Supply Agreement) withone 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 are recorded based on the relative fair value of the equipment of $3.1 million as a ROU asset and related lease liability. As of September 30, 2026, the Company had a finance lease ROU asset of $2.3 million and lease liabilities of $2.3 million on the Company's balance sheets related to the embedded finance lease. For the three and nine months ended September 30, 2026, the Company recorded interest expense of $0.1 million and $0.3 million, respectively, related to this embedded finance lease on the Company's condensed consolidated statements of operations.

Operating Leases

In June 2026, the Company amended its lease for office and laboratory space in Vista, California to extend the term by an additional 39 months through July 2030. As a result of the lease modification, the Company remeasured the lease liability and recorded an increase of approximately $1.0 million to both operating lease liabilities and operating lease ROU assets on the Company's condensed consolidated balance sheets.

In July 2026, the Company entered into a new lease agreement for the approximately 28,000 square feet of office space in Carlsbad, CA that is currently being subleased by the Company through April 2027. The new lease commences in May 2027 and expires in July 2030, and includes an option to extend the term for an additional three years. Pursuant to the lease agreement, the annual rent will be approximately $0.6 million with annual increases of 3% during the initial term. The Company will also be responsible for the payment of additional rent to cover its proportionate share of the annual operating and tax expenses for the building. Since the Company retains control over the premises for the remainder of the sublease term, this was deemed a lease modification. The Company remeasured the operating lease liability and recorded an increase of approximately $1.6 million to both the operating lease liabilities and operating lease ROU assets on the Company's condensed consolidated balance sheets.

As of September 30, 2026, the current and non-current operating lease liabilities were $0.9 million and $2.6 million, respectively.

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

As of September 30, 2026, the weighted average remaining operating lease term was 3.8 years and the weighted average incremental borrowing rate used to determine operating lease liabilities was 9.4%. Cash paid for amounts included in the measurement of operating lease liabilities was $1.0 million for each of the nine months ended September 30, 2026 and 2025.

As of September 30, 2026, the future minimum lease payments for the Company’s operating leases were as follows (in thousands):

Asset Acquisition

On July 16, 2026 (the Closing Date), the Company acquired certain assets including the rights to technology, software, source code, know-how and patents comprising an AI-enabled rheumatology practice workflow-optimization software platform pursuant to an Asset Purchase Agreement. No liabilities were assumed by the Company pursuant to the transaction and no employees transferred with the acquisition. Under the terms of the agreement, the Company acquired the assets for total consideration of $0.4 million consisting of an upfront cash payment of $0.3 million and an additional cash payment of $0.1 million is due on the one year anniversary of the Closing Date. The Company incurred $0.2 million of transaction costs.

The transaction was accounted for as an asset acquisition since substantially all of the fair value of the gross assets were related to IPR&D activities that did not include a substantive process or an alternative future use as of the acquisition date. The Company fully expensed the IPR&D and recognized $0.6 million within the condensed consolidated statements of operations for the three and nine months ended September 30, 2026. Subsequent to the Closing Date, the Company formed a wholly-owned Israeli subsidiary to conduct business activities related to the acquired platform.

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 is not currently party to any material legal proceedings.

Note 6. 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. As of September 30, 2026, the Perceptive Term Loan Facility had a carrying value of $22.1 million and a fair value of $22.7 million. 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 September 30, 2026 and December 31, 2025 was $0.7 million and $1.2 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.

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):

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:

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 September 30, 2026 and applied a weighted-average probability of approximately 50% as of September 30, 2026 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.

In March 2026, the Company entered into the First Amendment which, among other changes, terminated the Tranche C Loan and reduced the number of shares of common stock subject to future vesting pursuant to the Warrant Certificate by 150,000 shares of common stock (the Tranche C Warrant Shares). The fair value of the Tranche C Warrant Shares was remeasured immediately prior to the First Amendment date and the Company recognized a $0.1 million gain within other income (expense), net on the Company's condensed consolidated statements of operations, in connection with the reduction in the shares that may become exercisable pursuant to the Warrant Certificate.

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

Note 7. 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 $119.6 million remained available for sale as of September 30, 2026. The 2023 Shelf Registration Statement will expire on November 29, 2026.

On November 10, 2026, the Company filed a new registration statement on Form S-3 (the 2026 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.

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 2022 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 three months ended September 30, 2026, the Company sold 1,010,965 shares of its common stock under the 2022 Sales Agreement at a weighted-average price per share of $6.58, for gross proceeds of approximately $6.7 million and net proceeds of approximately $6.4 million after deducting commissions paid to TD Cowen and other offering expenses payable by the Company.

On November 9, 2026, the Company entered into a new sales agreement (the 2026 Sales Agreement) with 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 2026 Sales Agreement superseded the 2022 Sales Agreement. The Company is not obligated to sell any shares of the Company's common stock in the offering and the Company may not sell any shares of the Company’s common stock in the offering prior to the effectiveness of the 2026 Shelf Registration Statement. See "Note 10. Subsequent Events" for details.

2025 Public Offering

On May 8, 2025, the Company entered into an 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.

Warrants

As of September 30, 2026, the Company did not have any outstanding equity classified warrants to purchase common stock of the Company.

In connection with the Perceptive Term Loan Facility, the Company may issue warrants for the purchase of up to an additional 600,000 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. Following the execution of the Third Amendment in November 2026, the maximum number of shares of the Company's common stock that may be purchased from the warrants was reduced by 75,000.

The Company issued a total of 804,788 shares of common stock upon the cashless exercise of certain warrants during the nine months ended September 30, 2026. The Company didnot issue any shares of common stock upon the exercise of warrants during the three months ended September 30, 2026. The Company issued a total of 107,969 shares of common stock upon the cashless exercise of certain warrants during the nine months ended September 30, 2025.

Note 8. 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, PSUs and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. The options generally expireten 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, four years from the date of hire. As described below, the Board also awards PSUs to executive officers that vest upon the occurrence of performance milestones. 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. 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. As of September 30, 2026,1,441,938 shares of the Company's common stock remained available for future awards under the 2019 Plan.

Restricted Stock Units

RSU activity under the Company's 2019 Plan is set forth below:

As of September 30, 2026, all of the 1,849,306 outstanding RSUs were unvested. The fair value of RSUs vested in the nine months ended September 30, 2026 and 2025 was $2.3 million and $1.9 million, respectively. The weighted-average grant date fair value per share for RSUs granted during the nine months ended September 30, 2026 and 2025 was $3.44 and $4.76 per RSU, respectively. As of September 30, 2026, total unrecognized compensation cost related to RSUs was $6.0 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.5 years.

Performance Stock Units

In May 2026, as part of its long-term incentive plan, the Company granted a total of 800,000 PSUs to certain of its executive officers which vest contingent upon the achievement of pre-determined market conditions and service conditions. The number of shares of common stock to be issued at vesting for these awards is calculated based on the Company's relative total shareholder return (TSR) percentile rank measured against the Russell 2000 Index during three overlapping measurement windows which occur over athree-year period from the grant date. Vesting with respect to the TSR percentile rank ranges from zero to 200 percent of the target number of PSUs, with a maximum aggregate of 1,600,000 PSUs that may be earned. The PSUs cliff-vest at the end of thethree-year period, subject to the achievement of both the market and service conditions. As of September 30, 2026, all 800,000 PSUs remained outstanding and unvested.

The Company determined the grant-date fair value of the PSUs using the Monte Carlo simulation model, which calculates the fair value of each PSU by estimating the probability of satisfying the market conditions stipulated in the awards. The assumptions used in the Monte Carlo simulation model are as follows:

The Company recognizes stock-based compensation expense for the PSUs ratably over thethree-year performance period of the awards. The weighted-average grant date fair value per share of the PSUs granted during the nine months ended September 30, 2026 was $5.64 per PSU. As of September 30, 2026, total unrecognized compensation cost related to the PSUs was $3.9 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:

There were 433,700 and 169,570 stock options granted in the nine months ended September 30, 2026 and 2025, respectively. The weighted-average grant date fair value per share for options granted during the nine months ended September 30, 2026 and 2025 was $2.69 and $3.50, 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. No options were exercised during the nine months ended September 30, 2026, and the aggregate intrinsic value of options exercised during the nine months ended September 30, 2025 waszero. As of September 30, 2026, total unrecognized compensation cost related to option awards was $1.1 million, which is expected to be recognized over a remaining weighted-average vesting period of 1.8 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. 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. As of September 30, 2026,596,652 shares of the Company's common stock remained available for issuance under the ESPP. During the nine months ended September 30, 2026, a total of 175,271 shares of the Company's common stock were issued under the ESPP.

Stock-Based Compensation Expense

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

Note 9. 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.

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 condensed consolidated 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 condensed consolidated balance sheet as total assets and were $55.4 million and $58.0 million as of September 30, 2026 and December 31, 2025, respectively.

Segment revenue and net loss, including significant segment expenses regularly provided to the CODM are as follows (in thousands):

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

Note 10. Subsequent Events

Amendments to Perceptive Term Loan Facility

On October 19, 2026, the Company and Perceptive entered into the Second Amendment, effective as of September 30, 2026, and on November 6, 2026, the parties entered into the Third Amendment. The Second Amendment and Third Amendment, among other changes, extended the availability of the Tranche B Loan to November 15, 2026, reduced the borrowing amount of the Tranche B Loan from $10.0 million to $5.0 million, and revised certain financial covenant thresholds.

As amended, the Perceptive Term Loan Facility allows the Company to draw up to an aggregate additional principal amount of $35.0 million intwo tranches, subject to specified milestone and revenue requirements. The First

Amendment, Second Amendment, and Third Amendment did not change the stated maturity of the existing Term Loans and reaffirmed the existing liens and guarantees securing the Perceptive Term Loan Facility. The Perceptive Term Loan Facility has a maturity date of April 25, 2030, and all of the Company’s obligations under the Credit Agreement are secured by a first lien perfected security interest on substantially all of its existing and after-acquired assets, subject to customary exceptions.

On November 6, 2026, pursuant to the Third Amendment, the Company and Perceptive also amended the Warrant Certificate to further reduce the aggregate number of shares of common stock subject to future vesting pursuant to the Warrant Certificate by 75,000 shares of common stock that may vest and become exercisable if and when the remaining additional debt tranches are drawn by the Company.

On November 9, 2026, the Company satisfied the conditions of the Tranche B Loan and drew down $5.0 million. Following this drawdown, up to $30.0 million of additional principal remains available under the Perceptive Term Loan Facility in a single tranche. In addition,75,000 shares of common stock vested and became exercisable pursuant to the Warrant Certificate and up to 450,000 shares of common stock remain subject to future vesting.

At-the-Market Offering

On November 9, 2026, the Company, entered into the 2026 Sales Agreement with TD Cowen with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $50.0 million (the 2026 Placement Shares), through TD Cowen as its sales agent.

Under the 2026 Sales Agreement, the Company will set the parameters for the sale of the 2026 Placement Shares, including the number of 2026 Placement Shares to be issued, the time period during which sales are requested to be made, limitations on the number of 2026 Placement Shares that may be sold in anyone trading day and any minimum price below which sales may not be made. Subject to the terms of the 2026 Sales Agreement, TD Cowen may sell the 2026 Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act, including, without limitation, sales made through the Nasdaq Global Market or on any other trading market for the common stock. TD Cowen will use commercially reasonable efforts to sell the 2026 Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay TD Cowen a commission equal to three percent (3.0%) of the gross sales proceeds of any 2026 Placement Shares sold through TD Cowen under the 2026 Sales Agreement, and also has provided TD Cowen with customary indemnification and contribution rights.

The Company is not obligated to make any sales of common stock under the Sales Agreement and the Company may not sell any shares of the Company’s common stock in the offering prior to the effectiveness of the 2026 Shelf Registration Statement. The offering of 2026 Placement Shares pursuant to the 2026 Sales Agreement will terminate upon the earlier of (i) the sale of all 2026 Placement Shares subject to the Sales Agreement or (ii) termination of the 2026 Sales Agreement in accordance with its terms.