Exagen Inc.

Item 1.01 Entry into a Material Definitive Agreement. On May 8, 2025, Exagen Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between Canaccord Genuity LLC (the “Underwriter”) relating to the issuance and sale of an aggregate of 3,350,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to the Underwriter at a price to the public of $5.25 per share (the “Offering”). Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriter a 30-day option to purchase up to an additional 502,500 shares of Common Stock in the Offering (the “Option Shares” and together with the Firm Shares, the “Shares”). The Offering is expected to close on May 9, 2025, subject to the satisfaction of customary closing conditions. All of the Shares in the Offering are being sold by the Company. The net proceeds to the Company from the Offering are expected to be approximately $16.2 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes. The Company may also use a portion of the net proceeds from the Offering to acquire, in-license or invest in products, technologies or businesses that complement the Company’s business. However, the Company does not have binding agreements or commitments for any acquisitions or investments outside the ordinary course of business at this time. The Shares are being offered and sold pursuant to a prospectus supplement, dated May 8, 2025 (the “Prospectus Supplement”), to be filed with the Securities and Exchange Commission (“SEC”) on May 8, 2025, and an accompanying base prospectus that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-275632), which was previously filed with the SEC on November 17, 2023 and declared effective on November 29, 2023. The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Shares in the Offering, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events. On May 7, 2025, the Company issued a press release announcing the launch of the Offering, and on May 8, 2025, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.