4 unchanged sentences
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.
−Removed: Based on this evaluation, our chief executive officer, chief fina ncial 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.
+Added: 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
10 unchanged sentences
There were no material changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2023, that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Report of Independent R egistered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Pacific Biosciences of California, Inc.
24 unchanged sentences
OTHER INFORMATION
+Added: Securities Trading Plans of Directors and Executive Officers.
+Added: During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
21 unchanged sentences
Refer to the Exhibit Index that follows.
−Removed: Exhibit Ind ex
+Added: Exhibit Index
Incorporated by reference herein
+Added: Number Description Form Exhibit No.
3.1 Amended and Restated Certificate of Incorporation
−Removed: March 23, 2011
+Added: 10-K 3.1 March 23, 2011
3.2 Third Amended and Restated Bylaws of Pacific Biosciences of California, Inc.
−Removed: November 7, 2022
+Added: 8-K 3.1 November 7, 2022
4.1 Specimen Common Stock Certificate
−Removed: October 1, 2010
+Added: S-1/A 4.1 October 1, 2010
4.2 Description of Registrant’s securities registered under Section 12 of the Exchange Act
−Removed: February 28, 2020
+Added: 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
−Removed: February 17, 2021
+Added: 4.1 August 4, 2023
4.4 Form of 1.50% Convertible Senior Notes due 2028 (included in Exhibit 4.3)
−Removed: February 17, 2021
−Removed: Form of Director and Executive Officer Indemnification Agreement
4.1 August 4, 2023
+Added: 4.5 Indenture, dated as of June 30, 2023, by and between Pacific Biosciences of California, Inc.
+Added: Bank Trust Company, National Association, as Trustee
+Added: 4.1 June 30, 2023
+Added: 4.6 Form of 1.375% Convertible Senior Note due 2030
+Added: 4.2 June 30, 2023
+Added: Form of Director and Executive Officer Indemnification Agreement
+Added: S-1 10.1 August 16, 2010
2010 Equity Incentive Plan
−Removed: August 16, 2010
+Added: S-1 10.4 August 16, 2010
2010 Equity Incentive Plan forms of agreement
+Added: 10-Q 10.1 May 2, 2018
2010 Employee Stock Purchase Plan and forms of agreement thereunder
−Removed: August 16, 2010
+Added: S-1 10.5 August 16, 2010
2010 Outside Director Equity Incentive Plan
−Removed: August 16, 2010
+Added: S-1 10.6 August 16, 2010
2010 Outside Director Equity Incentive Plan forms of agreement
−Removed: 2020 Equity Incentive Plan and related forms of agreement, as amended
−Removed: Form of Global Stock Option Agreement under the Pacific Biosciences of California, Inc., 2020
+Added: 10-Q 10.2 May 2, 2018
+Added: 2020 Equity Incentive Plan , as amended
+Added: 8-K 10.1 May 26, 2022
+Added: Form of Global Stock Option Agreement under the Pacific Biosciences of California, Inc., 2020 Equity Incentive Plan, as amended
+Added: 8-K 10.2 May 26, 2022
Form of Global Restricted Stock Unit Agreement under the Pacific Biosciences of California, Inc.
2020 Equity Incentive Plan, as amended
+Added: 8-K 10.3 May 26, 2022
Omniome Equity Incentive Plan of Pacific Biosciences of California, Inc., and related forms of agreement thereunder
−Removed: November 5, 2021
+Added: 10-Q 10.4 November 5, 2021
Pacific Biosciences of California, Inc.
2020 Inducement Equity Incentive Plan, as amended, and forms of agreement thereunder
−Removed: November 19, 2021
+Added: 8-K 10.1 November 19, 2021
Letter Relating to Employment Terms by and between the Registrant and Susan G.
Kim effective September 28, 2020
−Removed: November 3, 2020
+Added: 10-Q 10.2 November 3, 2020
Form of Change in Control and Severance Agreement for executive officers
−Removed: February 26, 2021
+Added: 10-K 10.14 February 26, 2021
Letter Relating to Employment Terms by and between the Registrant and Christian O.
Henry effective September 14, 2020
−Removed: February 26, 2021
+Added: 10-K 10.15 February 26, 2021
Amended Change in Control and Severance Agreement by and between the Registrant and Christian O.
Henry dated February 3, 2021
−Removed: February 26, 2021
+Added: 10-K 10.17 February 26, 2021
Letter Relating to Employment Terms by and between the Registrant and Mark Van Oene effective January 8, 2021
−Removed: February 26, 2021
+Added: 10-K 10.18 February 26, 2021
Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated July 22, 2015
−Removed: August 5, 2015
+Added: 10-Q 10.2 August 5, 2015
First Amendment to Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated December 23, 2016
−Removed: March 6, 2017
+Added: 10-K 10.50 March 6, 2017
10.19 Investment Agreement, dated as of February 9, 2021, between Pacific Biosciences of California, Inc.
and SB Northstar LP.
−Removed: February 10, 2021
+Added: 8-K 10.1 February 10, 2021
Exclusive License Agreement by and between the Registrant and Cornell Research Foundation, Inc., dated as of February 1, 2004
−Removed: October 22, 2010
+Added: S-1/A 10.8 October 22, 2010
Letter Relating to Employment Terms by and between the Registrant and Michele Farmer effective May 17, 2021
−Removed: August 6, 2021
+Added: 10-Q 10.2 August 6, 2021
10.22 Agreement and Plan of Merger of Reorganization among Pacific Biosciences of California, Inc., Apollo Acquisition Corp., Apollo Acquisition Sub, LLC, Omniome, Inc.
and Shareholder Representative Services, LLC, as securityholder representative, dated as of July 19, 2021
−Removed: July 20, 2021
+Added: 8-K 10.1 July 20, 2021
10.23 Securities Purchase Agreement, dated as of July 19, 2021, by and between Pacific Biosciences of California, Inc., and each of the Investors
−Removed: July 20, 2021
+Added: 8-K 10.2 July 20, 2021
10.24 Registration Rights Agreement, dated as of July 19, 2021, by and between Pacific Biosciences of California, Inc., and each of the Investors
−Removed: July 20, 2021
+Added: 8-K 10.3 July 20, 2021
Letter Relating to Employment Terms by and between the Registrant and Jeff Eidel effective August 16, 2022
−Removed: January 24, 2023
+Added: 8-K 99.3 January 24, 2023
10.26+ Change in Control and Severance Agreement by and between the Registrant and Susan G.
Kim effective February 3, 2021
−Removed: January 24, 2023
+Added: 8-K 99.4 January 24, 2023
+Added: 10.27 Letter Agreement, dated June 23, 2023, between the Company and Chimera Investment LLC
+Added: 10.1 June 23, 2023
10.28+ Form of Performance-Based Restricted Stock Unit Award Agreement under the Pacific Biosciences of California, Inc.
15 unchanged sentences
Furnished herewith
−Removed: 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)
−Removed: Filed herewith
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: Filed herewith
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Filed herewith
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Filed herewith
−Removed: XBRL Taxonomy Extension Labels Linkbase Document
−Removed: Filed herewith
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Filed herewith
−Removed: Cover Page Interactive File (formatted as inline XBRL and contained in Exhibit 101)
+Added: 97.1 C ompensation Re covery Policy
Filed herewith
+Added: 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
+Added: 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith
+Added: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
+Added: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
+Added: 101.LAB XBRL Taxonomy Extension Labels Linkbase Document Filed herewith
+Added: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
+Added: 104 Cover Page Interactive File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith
_____________________
12 unchanged sentences
February 28, 2024
−Removed: /s/ S USAN G.
Chief Financial Officer
8 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
+Added: Signature Title Date
/s/ Christian O.
−Removed: Director, President and Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: February 28, 2023
−Removed: Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: February 28, 2023
−Removed: /s/ Michele Farmer
+Added: Henry Director, President and Chief Executive Officer
+Added: (Principal Executive Officer) February 28, 2024
+Added: Kim Chief Financial Officer
+Added: (Principal Financial Officer) February 28, 2024
+Added: /s/ Michele Farmer Vice President and Chief Accounting Officer (Principal Accounting Officer) February 28, 2024
Michele Farmer
−Removed: Vice President and Chief Accounting Officer (Principal Accounting Officer)
−Removed: February 28, 2023
−Removed: Chairman of the Board of Directors
−Removed: February 28, 2023
−Removed: /s/ David Botstein
−Removed: David Botstein
−Removed: February 28, 2023
+Added: Milligan Chairman of the Board of Directors February 28, 2024
/s/ William W.
−Removed: February 28, 2023
+Added: Ericson Director February 28, 2024
/s/ Hannah A.
−Removed: February 28, 2023
+Added: Valantine Director February 28, 2024
/s/ Randall S.
−Removed: February 28, 2023
+Added: Livingston Director February 28, 2024
/s/ Marshall L.
−Removed: February 28, 2023
−Removed: /s/ Kathy Ordoñez
+Added: Mohr Director February 28, 2024
+Added: /s/ Kathy Ordoñez Director February 28, 2024
Kathy Ordoñez
−Removed: February 28, 2023
−Removed: /s/ Lucy Shapiro
−Removed: February 28, 2023
+Added: /s/ Lucy Shapiro Director February 28, 2024
+Added: /s/ David Meline Director February 28, 2024
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.