Billiontoone Inc.

06/29/2026 | Press release | Distributed by Public on 06/29/2026 14:08

Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.
On June 23, 2026, BillionToOne, Inc. (the "Company") entered into a lease (the "Lease") with Whipple Road Portfolio, LLC (the "Landlord"), pursuant to which the Company will lease approximately 62,659 square feet of office and laboratory space at 3260 Whipple Road, Union City, CA 94587. The leased space is intended to provide additional laboratory capacity to support anticipated growth in test volumes over the next several years, as total test volumes have exceeded the Company's plan over the last year. The laboratory space at the leased premises will be dedicated to the Company's oncology products, more than tripling the current oncology-dedicated laboratory space. Once completed, this facility will expand the Company's total facility space by approximately 16%.
Prior to the commencement date of the Lease, the Landlord and Company will perform certain work to build out the laboratory space and office facility at the leased premises, which will be partially paid for with the tenant improvement allowance discussed below. The Lease is anticipated to commence on or about August 1, 2027, following the substantial completion of tenant improvements, and has an initial term of 12 years. The Lease includes an option to further extend the lease for an additional 10 years at the then-prevailing market rate.
The aggregate base rent payments due over the 12-year term of the Lease are approximately $46.7 million, with the Landlord providing an initial 12-month rent abatement period and a tenant improvement allowance of up to $12.5 million. The Lease contains customary provisions requiring the Company to pay its pro rata share of operating expenses and certain taxes, assessments and fees related to the leased premises, as well as a security deposit of $407,910 payable upon signing the Lease. The Company and Landlord have made customary representations, warranties and covenants in the Lease.
The foregoing description of the terms of the Lease is qualified in its entirety by reference to the Lease, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2026.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K regarding the Lease Agreement is incorporated into this Item 2.03 by reference.
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