Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 19, 2023, the board of directors (the "Board") of Exagen Inc. (the "Company") adopted an amendment (the "Bylaws Amendment") to the amended and restated bylaws of the Company to provide that the Board may appoint from its members an executive chairperson of the Board and that the executive chairperson, if any, shall also be the chairperson of the Board and an officer of the Company. The Bylaws Amendment also provides that the Board may empower the executive chairperson to appoint, such other officers and agents as the business of the Company may require.

The foregoing description of the Bylaws Amendment does not purport to be complete, and is qualified in its entirety by the text of the Bylaw Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on January 23, 2023, announcing that Tina Nova, Ph.D. has been appointed as executive chairperson of the Board, replacing Brian Birk (who shall continue to serve as member of the Board) as chairperson of the Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.




Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

  Exhibit
    No.        Description
3.1              Amendment to Amended and Restated Bylaws, dated January 19, 2023.
99.1             Press Release.
104            Cover Page Interactive Data file (formatted as Inline XBRL).

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