Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Limitations on Effectiveness of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2025, due to the material weaknesses in our internal control over financial reporting as described below.
Management performed additional procedures, including supplementary analyses and enhanced review procedures, to provide reasonable assurance regarding the reliability of the financial statements. Notwithstanding the material weaknesses and based on the additional analyses and procedures performed, Management has concluded that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
Internal Control over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly public companies. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
We previously reported material weaknesses in our internal control over financial reporting, and they remained unremediated as of December 31, 2025, relating to the following:
• We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lack a sufficient complement of resources with the appropriate knowledge, experience, and training to appropriately analyze, record and disclose accounting matters commensurate with our accounting and reporting requirements. Additionally, the lack of sufficient resources resulted in an inability to consistently establish appropriate segregation of duties in our finance and accounting functions. This material weakness contributed to the following additional material weaknesses:
• We did not design and maintain effective controls to appropriately analyze, account for, and present and disclose amounts related to certain financial instruments. Specifically, we did not design and maintain controls to appropriately analyze, account for, and present and disclose amounts related to outstanding common stock warrants. Additionally, we did not design and maintain controls to appropriately present and disclose amounts related to debt instruments.
19
Table of Contents
• We did not design and maintain effective user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel in creating and posting journal entries.
These material weaknesses, other than that related to user and privileged access controls, resulted in immaterial adjustments to the December 31, 2024 and 2023 financial statements. Additionally, these material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.
Remediation Efforts
We continue to make progress towards remediating these material weaknesses. These remediation measures are ongoing as of the date of this Form 10-K and include:
• engaging third parties to assist with technical accounting matters and designing and implementing controls;
• hiring additional personnel, such as accounting, finance, information technology staff and other professionals with appropriate levels of knowledge and experience and designing and implementing controls to ensure appropriate segregation of duties in our finance and accounting functions;
• designing and implementing controls over user access, including restrictions over privileged access as it relates to creating and posting journal entries; and
• designing and implementing controls to properly analyze, account for, present and disclose certain financial instruments transactions.
We have made progress towards designing and implementing the plan to remediate the material weaknesses and will continue to review, revise, and improve the design and implementation of our internal controls as appropriate. Although we have made enhancements to our control procedures, these material weaknesses will not be considered remediated until our controls are effectively designed, implemented, and operational for a sufficient period of time, and management concludes, through testing, that these controls are operating effectively. Accordingly, the material weaknesses were not remediated as of December 31, 2025.
The Company remains committed to remediating the material weaknesses and Management, with the oversight of our Audit Committee, has devoted and will continue to devote considerable effort to remediate the material weaknesses identified above.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Trading Arrangements
During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
20
Table of Contents
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 of Form 10-K will be included in our 2026 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. The information required by this Item regarding delinquent filers pursuant to Item 405 of Regulation S-K, if any, will be included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2026 Proxy Statement and is incorporated herein by reference.
We have adopted a Code of Conduct that applies to all of our employees, executive officers and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Conduct is publicly available on our website at investors.billiontoone.com. This website address is intended to be an inactive, textual reference only; none of the material on this website is part of this Annual Report. We intend to promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendment (other than technical, administrative or other non-substantive amendments) to the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, or our directors and relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Conduct that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver.
We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees. A copy of the Insider Trading Policy is filed as an exhibit to this Annual Report. In addition, it is our practice to comply with the applicable laws and regulations relating to insider trading.
Item 11. Executive Compensation
The information required by this Item 11 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.
21
Table of Contents
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report:
(1) Financial Statements . The financial statements filed as part of this Annual Report are included in Part II, Item 8 of this Annual Report.
(2) Financial Statement Schedules . Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or notes thereto.
(3) Exhibits . The following is a list of exhibits filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
Index to Exhibits
Exhibit No Description of Exhibit Form File No. Exhibit Number Filing Date Filed or Furnished Herewith
3.1 Amended and Restated Certificate of Incorporation of the Registrant
8-K 001-42934 3.1 November 10, 2025
3.2 Amended and Restated Bylaws of the Registrant
8-K 001-42934 3.2 November 10, 2025
4.1 Amended and Restated Investors’ Rights Agreement, dated May 14, 2024, by and among the Registrant and the investors listed on Schedule A thereto.
S-1 333-290761 4.1 October 07, 2025
4.2 Warrant to Purchase Stock, issued to Western Alliance Bank, dated October 12, 2021
S-1 333-290761 4.3 October 07, 2025
4.3 Warrant to Purchase Stock, issued to Western Alliance Bank, dated July 22, 2022.
S-1 333-290761 4.4 October 07, 2025
10.1 Note Purchase Agreement, dated August 2, 2024, by and among the Registrant, the purchasers party thereto, and BWCB SA LLC (an entity affiliated with Oberland Capital Management, LLC), as purchaser’s agent.
S-1 333-290761 10.1 October 07, 2025
10.2 Amendment No. 1 to the Note Purchase Agreement, dated September 4, 2025, by and among by and among the Registrant, the purchasers party thereto, and BWCB SA LLC (an entity affiliated with Oberland Capital Management, LLC), as purchaser’s agent.
S-1 333-290761 10.2 October 07, 2025
10.3 Lease Agreement for Union City facility, dated April 10, 2022.
S-1 333-290761 10.3 October 07, 2025
10.4 Amendment No. 1 to Lease Agreement for Union City facility, dated October 11, 2023.
S-1 333-290761 10.4 October 07, 2025
10.5 Lease Agreement for Menlo Park facility, dated May 21, 2020.
S-1 333-290761 10.5 October 07, 2025
10.6 Amendment No. 1 to Lease Agreement for Menlo Park facility, dated August 7, 2021.
S-1 333-290761 10.6 October 07, 2025
10.7† Development and Commercialization Agreement with Janssen Biotech, Inc., dated July 11, 2025
S-1/A 333-290761 10.10 October 17, 2025
10.8 Amendment No. 1 to Development and Commercialization Agreement with Janssen Biotech, Inc., dated October 15, 2025
S-1/A 333-290761 10.11 October 17, 2025
10.9 Amendment No. 2 to Development and Commercialization Agreement with Janssen Biotech, Inc., dated January 6, 2026
X
22
Table of Contents
10.10+ Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers
S-1 333-290761 10.11 October 07, 2025
10.11+ 2018 Stock Plan and forms of agreements thereunder.
S-1/A 333-290761 10.13 October 17, 2025
10.12+ 2025 Equity Incentive Plan and forms of agreements thereunder.
S-8 333-291314 99.2 November 06, 2025
10.13+ 2025 Employee Stock Purchase Plan.
S-8 333-291314 99.3 November 06, 2025
10.14+ Executive Severance Plan
S-1/A 333-290761 10.16 October 17, 2025
10.15+ Amended and Restated Non-Employee Director Compensation Policy
X
10.16+ Offer Letter, by and between the Registrant and Oguzhan Atay.
S-1 333-290761 10.16 October 07, 2025
10.17+ Offer Letter, by and between the Registrant and David Tsao.
S-1 333-290761 10.17 October 07, 2025
10.18+ Offer Letter, by and between the Registrant and Ross Taylor.
S-1 333-290761 10.18 October 07, 2025
10.19+ Offer Letter, by and between the Registrant and Nancy Johnson.
S-1 333-290761 10.19 October 07, 2025
10.20+ Annual Incentive Plan
X
19.1 Insider Trading Policy
X
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 Policy Relating to Recovery of Erroneously Awarded Compensation
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page formatted as Inline XBRL and contained in Exhibit 101
_________________________
+ Indicates a management contract or compensatory plan or arrangement.
† The Registrant has omitted portions of the exhibit (indicated by “[*]”) as permitted under Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Registrant treats as private or confidential. The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.
* The certifications furnished in Exhibits 32.1 and 32.2 are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
23
Table of Contents
Item 16. Form 10-K Summary
Not applicable.
24
Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
BillionToOne, Inc.
Date: March 11, 2026
By:
/s/ Oguzhan Atay
Oguzhan Atay
Chief Executive Officer
(Principal Executive Officer)
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Oguzhan Atay and Ross Taylor and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
25
Table of Contents
Signature Title Date
/s/ Oguzhan Atay Chief Executive Officer and Director March 11, 2026
Oguzhan Atay (Principal Executive Officer)
/s/ Ross Taylor Chief Financial Officer March 11, 2026
Ross Taylor (Principal Financial and Accounting Officer)
/s/ David Tsao Chief Technology Officer and Director March 11, 2026
David Tsao
/s/ Thomas Bremner Director March 11, 2026
Thomas Bremner
/s/ Firat Ileri Director March 11, 2026
Firat Ileri
/s/ Krishna Swaroop Kolluri Director March 11, 2026
Krishna Swaroop Kolluri
/s/ Anthony Pagano Director March 11, 2026
Anthony Pagano
/s/ Akshay Rai Director March 11, 2026
Akshay Rai
26