1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our chief executive officer, our chief financial officer, and our principal accounting 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.
+Added: Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, and our Chief Accounting 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.
−Removed: 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.
+Added: Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer and our principal accounting officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level 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, 2024, that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
+Added: Fiscal 2024 Form 10-K
Report of Independent Registered Public Accounting Firm
4 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated February 28, 2024, expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated March 17, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
San Mateo, California
−Removed: February 28, 2024
+Added: March 17, 2025
+Added: Fiscal 2024 Form 10-K
OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
−Removed: 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.
+Added: During our last fiscal quarter, none of our directors or officers, as defined in Rule 16a-1(f), adopted and/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
Not applicable.
+Added: Fiscal 2024 Form 10-K
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 unchanged sentence
EXECUTIVE COMPENSATION
−Removed: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2024 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.
+Added: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2025 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
4 unchanged sentences
Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2025 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.
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
+Added: Fiscal 2024 Form 10-K
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:
8 unchanged sentences
Refer to the Exhibit Index that follows.
+Added: Fiscal 2024 Form 10-K
Exhibit Index
5 unchanged sentences
8-K 3.1 November 7, 2022
+Added: 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Pacific Biosciences of California, Inc.
+Added: to declassify the Board
+Added: 8-K 3.1 June 20, 2024
+Added: 3.4 Certificate of Amendment to the Certificate of Incorporation of Pacific Biosciences of California, Inc.
+Added: to limit the liability of officers
+Added: 8-K 3.2 June 20, 2024
4.1 Specimen Common Stock Certificate
1 unchanged sentence
4.2 Description of Registrant’s securities registered under Section 12 of the Exchange Act
−Removed: 10-K 4.2 February 28, 2020
+Added: Filed herewith
4.3 Indenture, dated February 16, 2021, between Pacific Biosciences of California, Inc., and U.S.
6 unchanged sentences
4.1 June 30, 2023
−Removed: 4.6 Form of 1.375% Convertible Senior Note due 2030
+Added: 4.6 Form of 1.375% Convertible Senior Note due 2030 (included in Exhibit 4.5)
4.2 June 30, 2023
+Added: 4.7 Indenture, dated as of November 21, 2024, by and between Pacific Biosciences of California, Inc.
+Added: Bank Trust Company, National Association, as Trustee.
+Added: 4.1 November 22, 2024
+Added: 4.8 Form of 1.50% Convertible Senior Note due 2029 (included in Exhibit 4.7)
+Added: 4.2 November 22, 2024
10.1+ Form of Director and Executive Officer Indemnification Agreement
11 unchanged sentences
10.7+ 2020 Equity Incentive Plan, as amended
−Removed: 8-K 10.1 May 26, 2022
+Added: 8-K 10.1 June 20, 2024
10.8+ Form of Global Stock Option Agreement under the Pacific Biosciences of California, Inc., 2020 Equity Incentive Plan, as amended
−Removed: 8-K 10.2 May 26, 2022
+Added: 8-K 10.2 June 20, 2024
10.9+ Form of Global Restricted Stock Unit Agreement under the Pacific Biosciences of California, Inc.
2020 Equity Incentive Plan, as amended
−Removed: 8-K 10.3 May 26, 2022
+Added: 8-K 10.3 June 20, 2024
10.10+ Omniome Equity Incentive Plan of Pacific Biosciences of California, Inc., and related forms of agreement thereunder
7 unchanged sentences
10.13+ Form of Change in Control and Severance Agreement for executive officers
−Removed: 10-K 10.14 February 26, 2021
+Added: Filed herewith
10.14+ Letter Relating to Employment Terms by and between the Registrant and Christian O.
2 unchanged sentences
10.15+ Amended Change in Control and Severance Agreement by and between the Registrant and Christian O.
−Removed: Henry dated February 3, 2021
−Removed: 10-K 10.17 February 26, 2021
+Added: Henry dated December 11, 2024
+Added: Filed herewith
10.16+ Letter Relating to Employment Terms by and between the Registrant and Mark Van Oene effective January 8, 2021
10-K 10.18 February 26, 2021
+Added: Fiscal 2024 Form 10-K
+Added: Amended Change in Control and Severance Agreement by and between the Registrant and Mark Van Oene dated December 12, 2024
+Added: Filed herewith
Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated July 22, 2015
−Removed: 10-Q 10.2 August 5, 2015
+Added: Filed herewith
First Amendment to Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated December 23, 2016
−Removed: 10-K 10.50 March 6, 2017
+Added: Filed herewith
+Added: 10.20 Second Amendment to Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated December 30, 2019
+Added: Filed herewith
+Added: 10.21 Third Amendment to Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated March 7, 2025
+Added: Filed herewith
10.22 Investment Agreement, dated as of February 9, 2021, between Pacific Biosciences of California, Inc.
1 unchanged sentence
8-K 10.1 February 10, 2021
−Removed: Exclusive License Agreement by and between the Registrant and Cornell Research Foundation, Inc., dated as of February 1, 2004
−Removed: 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
5 unchanged sentences
8-K 10.2 July 20, 2021
−Removed: 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: 8-K 10.3 July 20, 2021
Letter Relating to Employment Terms by and between the Registrant and Jeff Eidel effective August 16, 2022
8-K 99.3 January 24, 2023
+Added: Separation Agreement and Release, by and between the Company and Jeff Eidel, dated December 6, 2024 and effective December 13, 2024
+Added: 10.1 December 13, 2024
Change in Control and Severance Agreement by and between the Registrant and Susan G.
3 unchanged sentences
10.1 June 23, 2023
+Added: 10.30 Letter Agreement, dated November 7, 2024, between the Company and SB Northstar LP
+Added: 10.1 November 7, 2024
+Added: 10.31 Letter Agreement, dated November 21, 2024, between the Company and SB Northstar LP
+Added: 10.1 November 22, 2024
Form of Performance-Based Restricted Stock Unit Award Agreement under the Pacific Biosciences of California, Inc.
2020 Equity Incentive Plan, as amended
+Added: 10.28 February 28, 2024
+Added: Outside Director Compensation Policy
Filed herewith
+Added: 19.1 Insider Trading Policy
+Added: Filed herewith
21.1 List of Subsidiaries of the Registrant
12 unchanged sentences
Furnished herewith
−Removed: 97.1 C ompensation Re covery Policy
−Removed: Filed herewith
+Added: 97.1 Compensation Recovery Policy
+Added: 97.1 February 28, 2024
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
1 unchanged sentence
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
+Added: Fiscal 2024 Form 10-K
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
4 unchanged sentences
+ Indicates management contract or compensatory plan.
−Removed: † Confidential treatment has been requested for portions of this exhibit.
−Removed: These portions have been omitted and have been filed separately with the Securities and Exchange Commission.
−Removed: †† 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.
+Added: † Certain confidential information contained in this Exhibit was omitted by means of marking such portions with brackets because (i) the identified confidential information is not material and (ii) the company customarily and actually treats that information as private or confidential.
* 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.
−Removed: 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.
+Added: under the Securities Act or the Exchange Act, 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.
FORM 10-K SUMMARY
+Added: Fiscal 2024 Form 10-K
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 Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Pacific Biosciences of California, Inc.
−Removed: February 28, 2024
+Added: March 17, 2025
/s/ Christian O.
−Removed: President and Chief Executive Officer
−Removed: February 28, 2024
−Removed: Chief Financial Officer
−Removed: February 28, 2024
+Added: President, Chief Executive Officer and Interim Chief Financial Officer
+Added: March 17, 2025
/s/ Michele Farmer
1 unchanged sentence
Vice President and Chief Accounting Officer
+Added: Fiscal 2024 Form 10-K
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christian O.
−Removed: Henry, Susan G.
−Removed: Kim, Brett Atkins, and Michele Farmer, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each individual 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 all 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 in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
+Added: Henry, Brett Atkins, and Michele Farmer, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each individual 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 all 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 in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
+Added: Fiscal 2024 Form 10-K
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.
1 unchanged sentence
/s/ Christian O.
−Removed: Henry Director, President and Chief Executive Officer
−Removed: (Principal Executive Officer) February 28, 2024
−Removed: Kim Chief Financial Officer
−Removed: (Principal Financial Officer) February 28, 2024
−Removed: /s/ Michele Farmer Vice President and Chief Accounting Officer (Principal Accounting Officer) February 28, 2024
+Added: Henry Director, President, Chief Executive Officer and Interim Chief Financial Officer
+Added: (Principal Executive Officer and Principal Financial Officer)
+Added: March 17, 2025
+Added: /s/ Michele Farmer Vice President and Chief Accounting Officer (Principal Accounting Officer) March 17, 2025
Michele Farmer
−Removed: Milligan Chairman of the Board of Directors February 28, 2024
+Added: Milligan Chairman of the Board of Directors March 17, 2025
/s/ William W.
−Removed: Ericson Director February 28, 2024
−Removed: /s/ Hannah A.
−Removed: Valantine Director February 28, 2024
+Added: Ericson Director March 17, 2025
/s/ Randall S.
−Removed: Livingston Director February 28, 2024
+Added: Livingston Director March 17, 2025
/s/ Marshall L.
−Removed: Mohr Director February 28, 2024
−Removed: /s/ Kathy Ordoñez Director February 28, 2024
+Added: Mohr Director March 17, 2025
+Added: /s/ Kathy Ordoñez Director March 17, 2025
Kathy Ordoñez
−Removed: /s/ Lucy Shapiro Director February 28, 2024
−Removed: /s/ David Meline Director February 28, 2024
+Added: /s/ Lucy Shapiro Director March 17, 2025
+Added: /s/ Christopher M.
+Added: Smith Director March 17, 2025
+Added: Christopher M.
+Added: /s/ Hannah A.
+Added: Valantine Director March 17, 2025
+Added: Fiscal 2024 Form 10-K
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.