PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our chief executive officer, and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10–K. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgement in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive officer, chief financial officer and our principal accounting officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer , we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on our evaluation under this framework our management concluded that our internal control over financial reporting was effective as of December 31, 2020. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a–15 or 15d–15 that occurred during our fourth fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS , EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION. Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2021 Annual Meeting of Stockholder to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ‎ AND RELATED STOCKHOLDER MATTERS. Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR ‎ INDEPENDENCE. Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. 77 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. PART IV ITEM 15. EXHIBITS , FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K: 1. Financial Statements : See Index to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules : All schedules are omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or notes thereto. 3. Exhibits : We have filed or incorporated by reference into this Annual Report on Form 10-K, the exhibits listed on the accompanying Exhibit Index immediately below. (b) Financial Statement Schedules: See Item 15(a)(2), above. (c) Exhibits: Refer to the Exhibit Index that follows. 78 Exhibit Index Incorporated by reference herein Exhibit ‎ Number Description Form Exhibit No. Filing Date 3.1 Amended and Restated Certificate of Incorporation 10-K 3.1 March 23, 2011 3.2 Second Amended and Restated Bylaws of Pacific Biosciences of California, Inc. 8-K 3.1 November 5, 2018 4.1 Specimen Common Stock Certificate S-1/A 4.1 October 1, 2010 4.2 Description of Registrant’s securities registered under Section 12 of the Exchange Act 10-K 4.2 February 28, 2020 4.3 Indenture, dated February 16, 2021, between Pacific Biosciences of California, Inc. and U.S. Bank National Association, as Trustee 8-K 4.1 February 16, 2021 4.4 Form of 1.50% Convertible Senior Notes due 2028 (included in Exhibit 4.1) 8-K 4.1 February 16, 2021 10.1 + Form of Director and Executive Officer Indemnification Agreement S-1 10.1 August 16, 2010 10.2 + 2010 Equity Incentive Plan S-1 10.4 August 16, 2010 10.3 + 2010 Equity Incentive Plan forms of agreement 10-Q 10.1 May 2, 2018 10.4 + 2010 Employee Stock Purchase Plan and forms of agreement thereunder S-1 10.5 August 16, 2010 10.5 + 2010 Outside Director Equity Incentive Plan S-1 10.6 August 16, 2010 10.6+ 2010 Outside Director Equity Incentive Plan forms of agreement 10-Q 10.2 May 2, 2018 10.7 + 2020 Equity Incentive Plan and related forms of agreement 8-K 10.1 August 5, 2020 10.8 + 2020 Inducement Equity Incentive Plan and related forms of agreement 8-K 10.1 December 4, 2020 10.9+ Change in Control Severance Agreement by and between the Registrant and Susan K. Barnes effective September 9, 2010 S-1/A 10.20 September 20, 2010 10.10+ Change in Control Severance Agreement by and between the Registrant and James Michael Phillips effective September 9, 2010 S-1/A 10.24 September 20, 2010 10.11+ Change in Control Severance Agreement by and between the Registrant and Michael Hunkapiller dated January 5, 2012 10-K 10.33 March 1, 2012 10.12 + Letter Relating to Employment Terms by and between the Registrant and Susan G. Kim effective September 28, 2020 10-Q 10.2 November 2, 2020 10.13 + Change in Control and Severance Agreement by and between the Registrant and Susan G. Kim effective September 28, 2020 10-Q 10.3 November 2, 2020 10.14 + Form of Change in Control and Severance Agreement for executive officers Filed herewith 10.15 + Letter Relating to Employment Terms by and between the Registrant and Christian O. Henry effective September 14, 2020 Filed herewith 10.16 + Change in Control and Severance Agreement by and between the Registrant and Christian O. Henry effective September 14, 2020 Filed herewith 10.17 + Amended Change in Control and Severance Agreement by and between the Registrant and Christian O. Henry dated February 3, 2021 Filed herewith 10.18 + Letter Relating to Employment Terms by and between the Registrant and Mark Van Oene effective January 8, 2021 Filed herewith 10.19 + Letter Relating to Employment Terms by and between the Registrant and Peter Fromen effective January 8, 2021 Filed herewith 10.20† Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated July 22, 2015. 10-Q 10.2 August 5, 2015 10.21† First Amendment to Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated December 23, 2016. 10-K 10.50 March 6, 2017 10.22 Agreement by and among Pacific Biosciences of California, Inc., Illumina, Inc. and FC Ops Corp. dated January 2, 2020 8-K 10.1 January 2, 2020 10.23 †† Development and Commercialization Agreement by and between the Registrant and Invitae Corporation dated January 12, 2021 Filed herewith 10.24 Investment Agreement, dated as of February 9, 2021, between Pacific Biosciences of California, Inc. and SB Northstar LP. 8-K 10.1 February 9, 2021 10.25 †† Exclusive License Agreement by and between the Registrant and Cornell Research Foundation, Inc., dated as of February 1, 2004 Filed herewith 79 21.1 List of Subsidiaries of the Registrant Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 * Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 32.2 * Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 101.INS 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) Filed herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB XBRL Taxonomy Extension Labels Linkbase Document Filed herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith + Indicates management contract or compensatory plan † Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission. †† Certain confidential information contained in this Exhibit was omitted by means of marking such portions with brackets because the identified confidential information (i) is not material and (ii) would be competitively harmful if publicly disclosed. * The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Pacific Biosciences of California, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing ITEM 16. FORM 10-K SUMMARY None 80 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. February P ACIFIC B IOSCIENCES OF C ALIFORNIA , I NC . Date: February 26, 2021 By: /s/ S USAN G. Kim Susan G. Kim Chief Financial Officer Date: February 26, 2021 By: /s/ Eric E. Schaefer Eric E. Schaefer Vice President and Chief Accounting Officer ‎ 81 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christian O. Henry, Susan G. Kim, Brett Atkins and Eric E. Schaefer, jointly and severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any and all amendments to this Annual Report on Form 10-K, and to perform any acts necessary in order to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requested and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their or his or her substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Christian O. Henry Christian O. Henry Director, Chief Executive Officer and President (Principal Executive Officer) February 26, 2021 /s/ Susan G. Kim Susan G. Kim Chief Financial Officer (Principal Financial Officer) February 26, 2021 /s/ Eric E. Schaefer Eric E. Schaefer Vice President and Chief Accounting Officer (Principal Accounting Officer) February 26, 2021 /s/ John F. Milligan John F. Milligan Chairman of the Board of Directors February 26, 2021 /s/ David Botstein David Botstein Director February 26, 2021 /s/ William W. Ericson William W. Ericson Director February 26, 2021 /s/ Michael Hunkapiller Michael Hunkapiller Director February 26, 2021 /s/ Randall S. Livingston Randall S. Livingston Director February 26, 2021 /s/ Marshall L. Mohr Marshall L. Mohr Director February 26, 2021 /s/ Kathy Ordoñez Kathy Ordoñez Director February 26, 2021 /s/ Lucy Shapiro Lucy Shapiro Director February 26, 2021 82