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Exagen Inc. – ‘10-K’ for 12/31/19 – ‘EX-10.32’

On:  Wednesday, 3/25/20, at 5:17pm ET   ·   For:  12/31/19   ·   Accession #:  1274737-20-26   ·   File #:  1-39049

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/25/20  Exagen Inc.                       10-K       12/31/19   88:11M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.33M 
 2: EX-10.27    Material Contract                                   HTML     29K 
 3: EX-10.28    Material Contract                                   HTML     33K 
 4: EX-10.29    Material Contract                                   HTML     53K 
 5: EX-10.31    Material Contract                                   HTML     32K 
 6: EX-10.32    Material Contract                                   HTML     87K 
 7: EX-10.33    Material Contract                                   HTML    269K 
 8: EX-10.36    Material Contract                                   HTML     59K 
 9: EX-10.41    Material Contract                                   HTML     28K 
10: EX-23.1     Consent of Experts or Counsel                       HTML     25K 
11: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
12: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
13: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
28: R1          Cover                                               HTML     91K 
62: R2          Condensed Balance Sheets                            HTML     98K 
85: R3          Unaudited Condensed Statements of Operations        HTML     79K 
40: R4          Unaudited Condensed Statements of Redeemable        HTML    111K 
                Convertible Preferred Stock and Stockholders'                    
                Equity                                                           
27: R5          Statements of Cash Flows                            HTML    142K 
61: R6          Unaudited Condensed Statements of Redeemable        HTML     32K 
                Convertible Preferred Stock and Stockholders'                    
                Equity (Deficit) (Parenthetical)                                 
84: R7          Condensed Balance Sheets - (Parenthetical)          HTML     66K 
38: R8          Statement of Cash Flows (Parenthetical)             HTML     26K 
29: R9          Organization - (Notes)                              HTML     35K 
71: R10         Summary Of Significant Accounting Policies -        HTML    147K 
                (Notes)                                                          
80: R11         Other Financial Information - (Notes)               HTML     81K 
52: R12         Borrowings - (Notes)                                HTML     49K 
22: R13         Warrants to Purchase Common or Preferred Stock -    HTML     45K 
                (Notes)                                                          
72: R14         Commitment and Contingencies - (Notes)              HTML     52K 
81: R15         Fair Value Measurements - (Notes)                   HTML     65K 
53: R16         Redeemable Convertible Preferred Stock              HTML     39K 
23: R17         Stockholders' Equity (Deficit)                      HTML     30K 
73: R18         Stock Option Plan                                   HTML     87K 
79: R19         Income Taxes                                        HTML    102K 
42: R20         Related Parties                                     HTML     31K 
30: R21         401(k) Plan                                         HTML     27K 
58: R22         Subsequent Events                                   HTML     30K 
82: R23         Summary Of Significant Accounting Policies -        HTML    107K 
                Policies                                                         
43: R24         Summary Of Significant Accounting Policies -        HTML    119K 
                (Tables)                                                         
31: R25         Other Financial Information - (Tables)              HTML     84K 
59: R26         Borrowings - (Tables)                               HTML     38K 
83: R27         Warrants to Purchase Common or Preferred Stock -    HTML     44K 
                (Tables)                                                         
41: R28         Commitment and Contingencies (Tables)               HTML     65K 
32: R29         Fair Value Measures and Disclosures (Tables)        HTML     67K 
26: R30         Stock Option Plan (Tables)                          HTML     90K 
56: R31         Income Taxes (Tables)                               HTML    103K 
78: R32         Organization - (Details)                            HTML     51K 
70: R33         Summary Of Significant Accounting Policies -        HTML     52K 
                Narrative (Details)                                              
25: R34         Summary Of Significant Accounting Policies -        HTML     52K 
                Revenue by Major Payers (Details)                                
54: R35         Summary Of Significant Accounting Policies -        HTML     38K 
                Disaggregation of Revenue (Details)                              
77: R36         Summary Of Significant Accounting Policies - Cash,  HTML     35K 
                cash equivalents and restricted cash (Details)                   
69: R37         Summary Of Significant Accounting Policies -        HTML     36K 
                Securities (Details)                                             
24: R38         Other Financial Information - Narrative (Details)   HTML     32K 
57: R39         Other Financial Information - Prepaid expenses      HTML     38K 
                (Details)                                                        
36: R40         Other Financial Information - Property and          HTML     45K 
                equipment (Details)                                              
45: R41         Other Financial Information - Accrued liabilities   HTML     48K 
                (Details)                                                        
88: R42         Borrowings - Narrative (Details)                    HTML     78K 
66: R43         Borrowings - Future minimum payments (Details)      HTML     49K 
34: R44         Warrants to Purchase Common or Preferred Stock -    HTML     36K 
                Narrative (Details)                                              
44: R45         Warrants to Purchase Common or Preferred Stock -    HTML     40K 
                Outstanding warrants (Details)                                   
87: R46         Commitment and Contingencies - Narrative (Details)  HTML     55K 
65: R47         Commitment and Contingencies - Minimum annual       HTML     69K 
                lease payments under non-cancelable lease                        
                arrangements (Details)                                           
33: R48         Fair Value Measurements - Fair value measurement    HTML     45K 
                (Details)                                                        
46: R49         Fair Value Measurements- Fair value level 3         HTML     42K 
                (Details)                                                        
49: R50         Redeemable Convertible Preferred Stock (Details)    HTML     83K 
19: R51         Stockholders' Equity (Deficit) (Details)            HTML     49K 
67: R52         Stock Option Plan - Narrative (Details)             HTML     71K 
74: R53         Stock Option Plan - Stock Option Activity           HTML     83K 
                (Details)                                                        
51: R54         Stock Option Plan - Fair Value Assumptions          HTML     46K 
                (Details)                                                        
20: R55         Stock Option Plan - Stock-Based Compensation        HTML     34K 
                Expense (Details)                                                
68: R56         Stock Option Plan - Common Stock Reserved For       HTML     35K 
                Future Issuance (Details)                                        
75: R57         Income Taxes (Details)                              HTML     39K 
48: R58         Income Taxes - Components of Income Tax Expense     HTML     48K 
                (Benefit) (Details)                                              
21: R59         Income Taxes - Reconciliation of Effective Income   HTML     47K 
                Tax Rate (Details)                                               
63: R60         Income Taxes - Reconciliation of Deferred Tax       HTML     61K 
                Assets and Liabilities (Details)                                 
86: R61         Income Taxes - Change In Valuation Allowance        HTML     31K 
                (Details)                                                        
47: R62         Related Parties (Details)                           HTML     45K 
37: R63         401(k) Plan (Details)                               HTML     28K 
64: R64         Subsequent Events (Details)                         HTML     42K 
39: R9999       Uncategorized Items - exdx-20191231.htm             HTML     25K 
55: XML         IDEA XML File -- Filing Summary                      XML    147K 
35: XML         XBRL Instance -- exdx-20191231_htm                   XML   1.84M 
50: EXCEL       IDEA Workbook of Financial Reports                  XLSX     87K 
15: EX-101.CAL  XBRL Calculations -- exdx-20191231_cal               XML    235K 
16: EX-101.DEF  XBRL Definitions -- exdx-20191231_def                XML    679K 
17: EX-101.LAB  XBRL Labels -- exdx-20191231_lab                     XML   1.77M 
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14: EX-101.SCH  XBRL Schema -- exdx-20191231                         XSD    172K 
76: JSON        XBRL Instance as JSON Data -- MetaLinks              364±   562K 
60: ZIP         XBRL Zipped Folder -- 0001274737-20-000026-xbrl      Zip    733K 


‘EX-10.32’   —   Material Contract


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Exhibit 10.32
EXTENSION OF LEASE

This Extension of Lease is made on February 25, 2020, between Liberty Vista, a California limited partnership ("Lessor"), whose address is 1000 Pioneer Way, El Cajon. CA 92020, and Exagen Diagnostics. lnc., ("Lessee"), with reference to 1221 Liberty Way, San Diego, CA 92083 who agree as follows:

1.Recitals. This Extension of Lease is made with reference to the following facts and objectives:
a.Lessor and Lessee entered into a written Lease dated August 15, 2014, as extended February 1, 2018 ("the Lease") in which Lessor leased to Lessee, and Lessee leased from Lessor, premises located in the City of San Diego, County of San Diego, California, commonly known as 1221 Liberty Way, San Diego, CA 92083, consisting of approximately 19,504 square feet ("Premises").
b.The term of the Lease expires on January 31, 2021.
c.The parties desire to extend the term of the Lease for an additional period of five (5) years beginning February 1, 2021.
2.Extension of Term. The term of the Lease shall be extended for an additional period of five (5) years from and after February 1, 2021, so that the term of the Lease shall extend to and include January 31, 2026.
3.Base Monthly Rent. Base monthly rent for the extended term shall be as follows:
February 1, 2021 through January 31, 2022$19,000.00 Payable Monthly
February 1, 2022 through January 31, 2023$19,600.00 Payable Monthly
February 1, 2023 through January 31, 2024$20,200.00 Payable Monthly
February 1, 2024 through January 31, 2025$20,800.00 Payable Monthly
February 1, 2025 through January 31, 2026$21,400.00 Payable Monthly
4.Rent Abatement. Base Monthly Rent shall be 50% abated commencing the first full month after execution of this extension and continuing for a total of ten (10) months thereafter. Rent Abatement is contingent upon this Extension being executed by Lessee no later than March 6, 2020 at 4pm PST. If the Extension is executed after this time the abated rent shall be nine (9) months and decline at a rate of one (1) month of rent abatement for each one (1) week delay in executing the Extension.
5.Signage. Lessee will be permitted to install reasonable and appropriate signage, subject to applicable laws and regulations and Lessors prior written consent.
6.Condition of Premise. The property will be delivered in its "as-is" condition upon lease extension execution.
7.Tenant Improvement Allowance. Lessor hereby grants to Lessee a tenant improvement allowance of Seventy-Five Thousand Dollars ($75,000.00) (the "Allowance"). If the Tenant Improvement costs exceeds the Allowance, Lessee agrees to pay for such excess using its funds or the Lessor provided "Additional Allowance" of up to Fifty Thousand Dollars ($50,000.00). Any portion of the Additional Allowance used by Lessee shall be amortized over the remaining term of the lease at 7% annual increase and paid monthly as additional Base Rent. The Allowance and Additional Allowance (collectively the "Allowances") are to be used for the payment of the cost of preparing all plans and specifications, the payment of plan check, permit and fees relating to construction of the tenant improvements, and construction of the tenant improvements. Lessor shall not charge a construction management or supervision fee for its oversight of the Tenant Improvements. The cost of the Tenant Improvements shall be charged against the Allowances. In no event will the Allowances be used to pay for Lessee's furniture, artifacts, equipment, telephone systems or any other items of personal property or Lessee. All tenant improvements must be approved by Lessor and permitted with the local governing authority prior to construction. Any unused portion of the Allowances as of January 31, 2021 will not be refunded to Lessee or be available to Lessee as a credit against any obligations of Lessee under the Lease. Lessor shall reimburse Lessee for approved expenses upon receipt of copies of paid invoices and appropriate lien releases from outside contractors.
Lessee inherited improvements from the previous tenant and has continued to make capital improvements to the Premises; therefore, Lessee shall not be responsible for any restoration of improvements completed prior to this extension agreement.
8.ADA Compliance. Lessor warrants that to the best of its knowledge the exterior improvements meet applicable ADA requirements. If the exterior improvements do not comply with said warranty, Lessor shall, except as otherwise provided in the Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of



non-compliance with this warranty by January 31, 2021, correction of that non-compliance shall be the obligation of the Lessee at Lessee's sole cost and expense.
9.Lessor's Work. Lessor shall be responsible for delivering all exterior building lights in good operating condition and removing the four (4) dead trees at the entrance of the building (subject to Lessors review of specific trees) within 60 days of a fully executed lease Extension.
10.Maintenance and Operating Costs and Obligations. Lessor will arrange for the management of the property and arrange and supervise the maintenance of the landscaping, parking lot, roof, HVAC equipment. building exterior. Lessee will reimburse Landlord for the appropriate costs and appropriate reserves.
11.Governmental Regulations. Lessor will be responsible for any binding governmental order pertaining to the property that is not related to Lessee's use, occupancy or alteration of the property. Lessee will be responsible for any governmental order pertaining to the property that is related to its use, occupancy or alteration of the property.
12.Option. Lessor hereby grants to Lessee the option to extend the term of this Lease for one (1) five (5) year period at Fair Market Value, commencing when the prior term expires. In order to exercise an option to extend, Lessee must give written notice of such election to Lessor at least nine (9) months prior to the date that the option period would commence. The Base Rent during the first year of the option period shall be at the then prevailing fare market rate, but not less than the Base Rent in effect immediately prior to the commencement of the extended term. Thereafter, on each anniversary of the commencement of the extended term, the Base Rent will increase by 3%.
13.Utilities. Lessee will be responsible for all utilities serving the property.
14.FF&E. Lessee has the right, at its sole cost and expense, to repair, replace, or dispose of all existing furniture in the building. Lessor shall have no further rights to said furniture.
15.Security Deposit: Lessee's Security Deposit shall be $22,000.00. Lessor currently holds a Security Deposit of $40,412.00 and will return to Lessee $18,412.00 within 30 days of executing this Extension.
16.Lessor Ownership Assignment. The Lessor of the premises was assigned from Oak Properties, a California general partnership to: Liberty Vista, a California limited partnership.
17.Effectiveness of Lease. Except as set forth in this Extension of Lease, all the provisions of the Lease shall remain unchanged and in full force and effect.



LESSOR:LESSEE:
Liberty VistaExagen Diagnostics, Inc.
A California Limited Partnership
By: Hamann Property Management, Inc.
Authorized Agent
By: /s/ Brendan ThiessenBy: /s/ Fortunato Ron Rocca
Fortunato Ron Rocca, President & CEO
Date: 3/12/2020Date: 3/06/2020



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
1/31/26
2/1/25
1/31/25
2/1/24
1/31/24
2/1/23
1/31/23
2/1/22
1/31/22
2/1/21
Filed on:3/25/208-K
For Period end:12/31/19
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/18/24  Exagen Inc.                       10-K       12/31/23   76:8.9M
 5/04/23  Exagen Inc.                       8-K:1,2,9   4/28/23   11:241K
 3/20/23  Exagen Inc.                       10-K       12/31/22   76:9.1M
 3/22/22  Exagen Inc.                       10-K       12/31/21   73:8.6M                                   Workiva Inc Wde… FA01/FA
 4/01/21  Exagen Inc.                       10-K/A     12/31/20   14:498K
 3/23/21  Exagen Inc.                       424B5                  1:601K                                   Donnelley … Solutions/FA
 3/22/21  Exagen Inc.                       424B5                  1:599K                                   Donnelley … Solutions/FA
 3/16/21  Exagen Inc.                       10-K       12/31/20   78:8.7M
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