0001447362FALSE00014473622021-11-292021-11-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 29, 2021

Castle Biosciences, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   001-38984   77-0701774
(state or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
505 S. Friendswood Drive, Suite 401
Friendswood, Texas
77546
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 788-9007

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share CSTL   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 


Item 1.01    Entry into a Material Definitive Agreement.

On November 29, 2021, Castle Biosciences, Inc. (the “Company”) entered into a Second Amendment to Standard Office Lease (the “3707 Lease Amendment”) with Alturas Siete II, LLC (the “3707 Landlord”) to amend its Standard Office Lease, dated December 16, 2019, as previously amended on February 16, 2021, between the 3707 Landlord and the Company (the “3707 Lease”). Pursuant to the 3707 Lease Amendment, among other things, the term of the 3707 Lease was extended by 61 months, such that the expiration date is now April 30, 2033. Upon substantial completion of certain improvements, the leased premises will include an additional 2,564 rentable square feet, for a total of approximately 17,752 rentable square feet and the base rent will be $20.50 per rentable square foot per year ($30,326.33 per month) with annual increases beginning September 1, 2022, and each September 1 thereafter, of $0.50 per square foot per year (an increase of $739.67 per month each year).

On November 29, 2021, the Company entered into a Third Amendment to Standard Office Lease (the “3737 Lease Amendment”) with Alturas Siete I, LLC (the “3737 Landlord”) to amend its Standard Office Lease, dated October 5, 2015, as previously amended on December 4, 2018, and December 16, 2019, between the 3737 Landlord and the Company (the “3737 Lease”). Pursuant to the 3737 Lease Amendment, among other things, the term of the 3737 Lease was extended by 69 months, such that the expiration date is now April 30, 2033. The base rent will remain as set forth in the 3737 Lease through July 31, 2027. However, beginning on August 1, 2027, the base rent will be $23.50 per rentable square foot per year ($23,335.50 per month) with annual increases beginning March 1, 2028, and each March 1 thereafter, of $0.50 per square foot per year (an increase of $496.50 per month each year).

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1
10.2
104 Inline XBRL for the cover page of this Current Report on Form 8-K.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CASTLE BIOSCIENCES, INC.
By: /s/ Frank Stokes
Frank Stokes
Chief Financial Officer
Date: December 3, 2021
 




Exhibit 10.1

SECOND AMENDMENT TO STANDARD OFFICE LEASE

THIS    SECOND    AMENDMENT    TO    STANDARD    OFFICE    LEASE    (this    “Second Amendment”) is dated 11/29/2021 (the “Amendment Date”), and made by ALTURAS SIETE II, LLC, an Idaho limited liability company (“Landlord”), and CASTLE BIOSCIENCES, INC., a Delaware corporation (“Tenant”), and amends that certain Standard Office Lease dated December 16, 2019 (the “Original Lease”), as previously amended by that certain First Amendment to Standard Office Lease dated February 16, 2021 (the “First Amendment”, and together the Original Lease and the First Amendment are referred to as the “Lease”) between Landlord and Tenant, for the lease of those certain premises that consist of approximately 15,188 rentable square feet known as Suites 110, 305A, 307, 320, and 330 (the “Existing Premises”) in the project located at 3707 North 7th Street, Phoenix, Arizona (the “Project”), as follows:

1.SECOND EXPANSION PREMISES. Commencing on the date of substantial completion of the Second Expansion Improvements (as defined in Section 6.1 below) (the “Second Expansion Commencement Date”), the Premises shall be expanded to include Suites 100B & 310 of the Project, consisting of approximately 2,564 rentable square feet (the “Second Expansion Premises”). On and after the Second Expansion Commencement Date, the Premises shall be deemed to include both the Existing Premises and the Second Expansion Premises, for a total of approximately 17,752 rentable square feet. The Premises, as expanded to include the Second Expansion Premises, is shown on the space plan attached as Exhibit A hereto. Any occupancy of the Second Expansion Premises by Tenant prior to the Second Expansion Commencement Date shall be subject to all terms and conditions of the Lease; provided that Tenant shall not be obligated to pay Basic Rental with respect to the Second Expansion Premises prior to the Second Expansion Commencement Date.

2.EXTENSION OF TERM. The Term is extended by sixty-one (61) months, such that the Expiration Date is April 30, 2033.

3.BASIC RENTAL. Prior to the Second Expansion Commencement Date, Basic Rental shall remain as set forth in the Lease. Commencing on the Second Expansion Commencement Date, Basic Rental shall be as set forth in the table below:

Period
Monthly Basic Rental
Annual Basic Rental Per Rentable Square Foot**
Second Expansion Commencement Date through 8/31/22

$30,326.33

$20.50
9/1/22 - 8/31/23
$31,066.00
$21.00
9/1/23 - 8/31/24
$31,805.67
$21.50
9/1/24 - 8/31/25
$32,545.33
$22.00
9/1/25 - 8/31/26
$33,285.00
$22.50
9/1/26 - 8/31/27
$34,024.67
$23.00
9/1/27 - 8/31/28
$34,764.33
$23.50
9/1/28 - 8/31/29
$35,504.00
$24.00
9/1/29 - 8/31/30
$36,243.67
$24.50
9/1/30 - 8/31/31
$36,983.33
$25.00
9/1/31 - 8/31/32
$37,723.00
$25.50
9/1/32 - 4/30/33
$38,462.67
$26.00
** Tenant shall also be responsible for and shall pay all applicable rental tax. All such amounts shall be paid concurrently with Monthly Basic Rental.
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4.TENANT’S PROPORTIONATE SHARE. Commencing on the Second Expansion Commencement Date, Tenant’s Proportionate Share shall increase to 32.8% (calculated based on the Premises containing 17,752 rentable square feet and the Project containing 54,072 rentable square feet).

5.PARKING RIGHTS. Commencing on the Second Expansion Commencement Date, and subject to the terms of the Lease, Tenant shall be entitled to an additional ten (10) parking passes for a total of seventy-one (71) parking passes (based on 4.00 parking passes per 1,000 rentable square feet in the Premises), of which nine (9) parking passes shall be to the dedicated covered, reserved portion of the parking area serving the Project, at a rate of $45.00 per space, per month. Monthly parking charges shall be due and payable with Basic Rental payments.

6.CONDITION OF SECOND EXPANSION PREMISES; SECOND EXPANSION IMPROVEMENTS.

6.1Second Expansion Improvements. Landlord, at its sole expense, agrees to make tenant improvements to the Second Expansion Premises consistent with the space plan attached as Exhibit B, using building standard finishes, quantities and materials (the “Second Expansion Improvements”); provided, however, Tenant shall be responsible for all costs of the Second Expansion Improvements that exceed twenty dollars and no cents ($20.00) per rentable square foot of the Second Expansion Premises (which amount is fifty one thousand two hundred eighty dollars and no cents ($51,280.00)) (the “Second Expansion Improvement Allowance”). Landlord’s construction of the Second Expansion Improvements shall be under the same terms and conditions set forth in Exhibit D (Work Letter) to the Original Lease. Tenant shall pay all costs that exceed the Second Expansion Improvement Allowance promptly on demand as Additional Rent. Subject to Landlord’s receipt of all required governmental permits, approvals and licenses, Landlord shall proceed with and complete the construction of the Second Expansion Improvements. After the Second Expansion Commencement Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of the Second Expansion Premises and satisfactory completion of the Second Expansion Improvements, in the form of Exhibit C attached to this Second Amendment. The failure of Tenant to take possession of the Second Expansion Premises shall not serve to relieve Tenant of its obligations arising on the Second Expansion Commencement Date or delay the payment of rent by Tenant. Delay by Landlord in delivering possession of the Second Expansion Premises or completing the Second Expansion Improvements shall not make Landlord liable for any damages arising therefrom.

6.2Tenant Change Orders. If Tenant shall desire any changes to the Second Expansion Improvements, Tenant shall so advise Landlord in writing and Landlord shall determine whether such changes can be made in a reasonable and feasible manner. Any and all costs of reviewing any requested changes, and any and all costs of making any changes to the Second Expansion Improvements that Tenant may request and that Landlord may agree to, shall be at Tenant’s sole cost and expense and if Landlord requests, shall be paid to Landlord upon demand and before execution of the change order.

6.3Tenant’s Acknowledgement. Tenant acknowledges, represents and agrees to the following: (a) Tenant shall be responsible for making its own inspection and investigation of the Second Expansion Premises, (b) Tenant shall be responsible for investigating and establishing the suitability of the Second Expansion Premises for Tenant’s intended use thereof, and (c) except as set forth in this Second Amendment, Tenant is leasing the Second Expansion Premises “AS IS” based on its own inspection and investigation and not in reliance on any statement, representation, inducement or agreement of Landlord. By taking possession of the Second Expansion Premises, Tenant shall be deemed
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to have accepted the Second Expansion Premises as being in satisfactory condition and completed in accordance with any requirements of Landlord set forth herein.

7.BASE YEAR. Commencing on January 1, 2022, the Base Year shall be 2022.

8.RENT ABATEMENT. Provided Tenant is not in default under the Lease at such time, Basic Rental hereunder shall be abated for the first full calendar month following the Second Expansion Commencement Date (the “Single Month Rent Abatement”). Landlord shall have the right, in its sole discretion, to provide to Tenant an allowance equal to the amount of the Single Month Rent Abatement, in the form of a check provided to Tenant on or before the first day of the month in which the Single Month Rent Abatement would have occurred.

9.REAL ESTATE BROKERAGE. Tenant represents that it has not had dealings with any real estate broker, finder, or other person with respect to this Second Amendment, other than Cushman & Wakefield, who represents Landlord (“Broker”). Landlord shall pay Broker a commission with respect to this Second Amendment pursuant to a separate agreement. If any other person shall assert a claim to a finder’s fee, brokerage commission or other compensation on account of alleged employment as a finder or broker or for performance of services as a finder or broker in connection with this transaction, the party under whom the finder or broker is claiming shall indemnify, defend, and hold harmless the other party for, from and against any and all obligations, debts, covenants, conditions, representations, costs, and liabilities and any and all demands, causes of action, and claims, of every type, kind, nature or character, direct or indirect, known or unknown, absolute or contingent, determined or speculative, at law, in equity or otherwise, including attorneys’ fees and litigation and court costs, in connection with such claim or any action or proceeding brought on such claim.

10.CONDITION OF EXISTING PREMISES. Except as set forth in this Second Amendment, Tenant is in possession of and has accepted the Existing Premises and Tenant acknowledges that all work to be performed by Landlord in the Existing Premises as required by the terms of the Lease has been satisfactorily completed.

11.EXISTING CLAIMS. Tenant represents and warrants that there are no existing claims or causes of action against Landlord arising out of the Lease, either currently or that would exist with the giving of notice or with the passage of time, nor are there any existing defenses that Tenant has against the enforcement of the Lease by Landlord.

12.MISCELLANEOUS. Except as set forth in this Second Amendment, the Lease shall continue in full force and effect. This Second Amendment supersedes and replaces all previous terms in the Lease that may conflict with the terms in this Second Amendment. Capitalized terms used in this Second Amendment without definition will have the meaning stated in the Lease. This Second Amendment may be executed in counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Second Amendment delivered by DocuSign, facsimile or scanned .pdf and emailed signatures, or any combination thereof, shall be deemed to have the same legal effect as delivery of an original signed copy of this Second Amendment. The warranties contained in this Second Amendment are made and given in addition to, and not in lieu of, any other warranties made in the Lease.

[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment on the Amendment Date.

LANDLORD:
ALTURAS SIETE II, LLC, an Idaho limited liability company
By: Alturas Capital Partners, LLC, a Delaware limited liability company
Its: Manager
By: /s/ Devin Morris
Name: Devin Morris
Its: Chief Operating Officer
TENANT:
CASTLE BIOSICENCES, INC., a Delaware corporation
By: /s/ Derek Maetzold
Print Name: Derek Maetzold
Title: President and CEO
By: /s/ Frank Stokes
Print Name: Frank Stokes
Title: Chief Financial Officer
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EXHIBIT A
Space Plan of Premises (as expanded to include the Second Expansion Premises)
5

EXHIBIT B
Second Expansion Improvements - Space Plan of Second Expansion Premises
6

EXHIBIT C
Letter of Acceptance

THIS LETTER OF ACCEPTANCE (this “Letter”) is made and entered into on    , by and between ALTURAS SIETE II, LLC, an Idaho limited liability company (“Landlord”), and CASTLE BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

WHEREAS, Landlord and Tenant entered into that certain Second Amendment to Standard Office Lease dated    (the “Second Expansion Amendment”), in which Landlord leases to Tenant that certain office space designated as Suites 100B and 310 consisting of approximately 2,564 rentable square feet (the “Second Expansion Premises”) in the project located at 3707 North 7th Street, Phoenix, Arizona, as more particularly described in the Second Expansion Amendment. The Second Expansion Premises is added to the existing premises for a total of approximately 17,752 rentable square feet (the “Premises”).

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Landlord and Tenant agree as follows:

1.The Second Expansion Commencement Date is    .

2.Tenant is in possession of, and has accepted, the Premises and acknowledges that all the work to be performed by Landlord in the Premises as required by the terms of the Lease (as defined in the Second Expansion Amendment) and the Second Expansion Amendment has been satisfactorily completed.

3.Tenant certifies that all conditions of the Lease and the Second Expansion Amendment required of the Landlord as of the Second Expansion Commencement Date have been fulfilled and there are no uncured or outstanding defaults or events of default under the Second Expansion Amendment or the Lease by Landlord, or events which, with the passage of time, and the giving of notice, or both, would be a default or an event of default by Landlord under the Second Expansion Amendment or the Lease. Similarly, Landlord certifies that all conditions of the Lease and the Second Expansion Amendment required of Tenant as of the Second Expansion Commencement Date have been fulfilled and there are no uncured or outstanding defaults or events of default under the Second Expansion Amendment or the Lease by Tenant, or events which, with the passage of time, and the giving of notice, or both, would be a default or an event of default by Tenant under the Second Expansion Amendment or the Lease.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Letter as of the date first written above.

LANDLORD: TENANT:
ALTURAS SIETE II, LLC, CASTLE BIOSCIENCES, INC.
an Idaho limited liability company a Delaware corporation
By: Alturas Capital Partners, LLC, a Delaware By:
limited liability company Print Name:
Its: Manager Title:
By:
Name:
Its:
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Exhibit 10.2

THIRD AMENDMENT TO STANDARD OFFICE LEASE

THIS THIRD AMENDMENT TO STANDARD OFFICE LEASE (this “Third Amendment”) is dated 11/29/2021 (the “Amendment Date”), and made by ALTURAS SIETE I, LLC, an Idaho limited liability company (“Landlord”), and CASTLE BIOSCIENCES, INC., a Delaware corporation (“Tenant”), and amends that certain Standard Office Lease dated October 5, 2015 (the “Original Lease”), as previously amended by that certain First Amendment to Lease dated December 4, 2018 (the “First Amendment”), and that certain Second Amendment to Standard Office Lease dated December 16, 2019 (the “Second Amendment”, and together the Original Lease, the First Amendment, and the Second Amendment are referred to collectively as the “Lease”), between Landlord and Tenant, for the lease of those certain premises that consist of approximately 11,916 rentable square feet known as Suites 125, 130 and 160 (the “Premises”) in the building located at 3737 North 7th Street, Phoenix, Arizona 85014, as follows:

1.EXTENSION OF TERM. The Term is extended by sixty-nine (69) months, such that the Expiration Date is April 30, 2033.

2.BASIC RENTAL. Basic Rental shall remain as set forth in the Lease through July 31, 2027. Commencing on August 1, 2027 and continuing thereafter, Basic Rental shall be as follows:

Period
Annual Basic Rental Per Rentable Square Foot
Monthly Basic Rental
8/1/27 - 2/29/28
$23.50
$23,335.50
3/1/28 - 2/28/29
$24.00
$23,832.00
3/1/29 - 2/28/30
$24.50
$24,328.50
3/1/30 - 2/28/31
$25.00
$24,825.00
3/1/31 - 2/29/32
$25.50
$25,321.50
3/1/32 - 2/28/33
$26.00
$25,818.00
3/1/33 - 4/30/33
$26.50
$26,314.50

Tenant also shall be responsible for and shall pay all applicable rental tax. All such amounts shall be paid concurrently with Monthly Basic Rental.

3.BASE YEAR. Commencing on January 1, 2022, the Base Year shall be 2022.

4.RENT ABATEMENT. Concurrent with this Third Amendment, Tenant and Alturas Siete II LLC, an Idaho limited liability company, are entering into that certain Second Amendment to Standard Office Lease with respect to that certain leased premises in the adjacent building located at 3707 North 7th Street, Phoenix, Arizona 85014, Suites 100B, 110, 305A, 307, 310, 320, and 330 (the “3707 2nd Amendment”). Provided Tenant is not in default under the Lease at such time, Basic Rental hereunder shall be abated for the first full calendar month following the Second Expansion Commencement Date, as defined in the 3707 2nd Amendment (the “Single Month Rent Abatement”). Landlord shall have the right, in its sole discretion, to provide to Tenant an allowance equal to the amount of the Single Month Rent Abatement, in the form of a check provided to Tenant on or before the first day of the month in which the Single Month Rent Abatement would have occurred.

5.REAL ESTATE BROKERAGE. Tenant represents that it has not had dealings with any real estate broker, finder or other person with respect to this Third Amendment, other than Cushman & Wakefield, who represents Landlord (the “Broker”), and that Tenant is not represented by a real estate broker, finder or other person with respect to this Third Amendment. Landlord shall pay the Broker a
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commission with respect to this Third Amendment pursuant to a separate agreement. If any other person shall assert a claim to a finder’s fee, brokerage commission or other compensation on account of alleged employment as a finder or broker or for performance of services as a finder or broker in connection with this transaction, the party under whom the finder or broker is claiming shall indemnify, defend, and hold harmless the other party for, from and against any and all obligations, debts, covenants, conditions, representations, costs, and liabilities and any and all demands, causes of action, and claims, of every type, kind, nature or character, direct or indirect, known or unknown, absolute or contingent, determined or speculative, at law, in equity or otherwise, including attorneys’ fees and litigation and court costs, in connection with such claim or any action or proceeding brought on such claim.

6.CONDITION OF PREMISES. Tenant is in possession of and has accepted the Premises. Tenant acknowledges that all work to be performed by Landlord in the Premises as required by the terms of the Lease has been satisfactorily completed and all allowances to be paid by Landlord as required by the terms of the Lease have been paid in full.

7.EXISTING CLAIMS. Tenant represents and warrants that there are no existing claims or causes of action against Landlord arising out of the Lease, either currently or that would exist with the giving of notice or with the passage of time, nor are there any existing defenses that Tenant has against the enforcement of the Lease by Landlord. Similarly, Landlord represents and warrants that there are no existing claims or causes of action against Tenant arising out of the Lease, either currently or that would exist with the giving of notice or with the passage of time, nor are there any existing defenses that Landlord has against the enforcement of the Lease by Tenant.

8.MISCELLANEOUS. Except as set forth in this Third Amendment, the Lease shall continue in full force and effect. This Third Amendment supersedes and replaces all previous terms in the Lease that may conflict with the terms in this Third Amendment. Capitalized terms used in this Third Amendment without definition will have the meaning stated in the Lease. This Third Amendment may be executed in counterparts. This Third Amendment may be executed via DocuSign, facsimile or scanned .pdf and emailed signatures. The warranties contained in this Third Amendment are made and given in addition to, and not in lieu of, any other warranties made in the Lease.

[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment on the Amendment Date.

LANDLORD:
ALTURAS SIETE I, LLC,
an Idaho limited liability company
By: Alturas Capital Partners, LLC,
a Delaware limited liability company
Its: Manager
By: /s/ Devin Morris
Name: Devin Morris
Title Chief Operating Officer
TENANT:
CASTLE BIOSCIENCES, INC.,
a Delaware corporation
By: /s/ Derek Maetzold
Print Name: Derek Maetzold
Title: President and CEO
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