Other Information
+Added: As disclosed under Item 5.03 of our Current Report on Form 8-K filed with the SEC on November 7, 2022, on November 3, 2022, our board of directors, upon recommendation of the corporate governance and nominating committee, amended and restated our Second Amended and Restated Bylaws, effective immediately (the “Amended and Restated Bylaws”).
+Added: The Amended and Restated Bylaws were amended and restated, among other things, to:
+Added: revise the procedures and requirements for the nomination of directors and the submission of proposals by stockholders for consideration at meetings of stockholders, including, among other items, by adding a requirement that a stockholder seeking to nominate director(s) at a meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act no later than five business days before the meeting;
+Added: revise certain additional procedures related to stockholder meetings to conform to the provisions of the Delaware General Corporation Law (the “DGCL”);
+Added: update various provisions regarding directors, board committees, and officers;
+Added: clarify the forum selection provision, including with respect to claims under the Securities Act;
+Added: make various updates throughout to conform to current Delaware law and to make ministerial changes, clarifications, and other conforming revisions.
+Added: The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is being filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Incorporated by reference herein
−Removed: Amended and Restated Development and Commercialization Agreement by and between the Registrant and Invitae Corporation dated June 24, 2022
−Removed: Filed herewith
−Removed: Pacific Biosciences of California, Inc.
−Removed: 2020 Equity Incentive Plan, as amended
−Removed: Form of Global Stock Option Agreement under the Pacific Biosciences of California, Inc.
−Removed: 2020 Equity Incentive Plan, as amended
−Removed: Form of Global Restricted Stock Unit Agreement under the Pacific Biosciences of California, Inc.
−Removed: 2020 Equity Incentive Plan, as amended
+Added: Third Amended and Restated Bylaws of Pacific Biosciences of California, Inc.
+Added: November 7, 2022
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
22 unchanged sentences
Filed herewith
−Removed: Confidential portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because they are private, confidential and not material, and will be supplementally furnished to the SEC upon request.
−Removed: + Indicates management contract or compensatory plan.
* The certification s att ached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q 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.
2 unchanged sentences
Pacific Biosciences of California, Inc.
−Removed: August 5, 2022
+Added: November 8, 2022
/s/ Christian O.
1 unchanged sentence
(Principal Executive Officer)
−Removed: August 5, 2022
+Added: November 8, 2022
Chief Financial Officer
(Principal Financial Officer)
−Removed: August 5, 2022
+Added: November 8, 2022
/s/ Michele Farmer
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.