2 unchanged sentences
Our management, with the participation of our chief executive officer, or CEO, and chief financial officer, or CFO, 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, or Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: Based on that evaluation, our CEO and CFO have concluded that as of December 31, 2019, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such required information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.
−Removed: Changes in internal control
−Removed: During the fourth quarter of 2019, we remediated the material weaknesses in our internal control over financial reporting identified in connection with preparation of our financial statements for the years ended December 31, 2017 and 2018.
−Removed: The material weakness in internal controls was due to a lack of sufficient full-time accounting staff with requisite experience and deep technical accounting knowledge to (i) identify and resolve complex accounting issues under U.S.
−Removed: GAAP and (ii) allow for appropriate segregation of duties.
−Removed: Remediation of the material weakness involved hiring a Chief Financial Officer in March 2019 and four additional accounting resources in the second, third, and fourth quarters of 2019, including two Certified Public Accountants with the specific technical accounting and financial reporting experience necessary for a public company.
−Removed: Management believes these additional resources provide an appropriate remediation of the material weakness.
+Added: Based on that evaluation, our CEO and CFO have concluded that as of December 31, 2020, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.
Management Report on Internal Control over Financial Reporting
−Removed: This annual report does not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
−Removed: In addition, our independent registered accounting firm is not required to issue an attestation report on our internal control over financial reporting for so long as we qualify as an “emerging growth company,” as defined under the JOBS Act.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the 1934 Act.
+Added: Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2020 based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: As a result of this assessment, management concluded that, as of December 31, 2020, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.
+Added: Our independent registered accounting firm is not required to issue an attestation report on our internal control over financial reporting for so long as we qualify as an “emerging growth company,” as defined under the JOBS Act.
+Added: Changes in Internal Control
+Added: Limitations on Controls
+Added: Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above.
+Added: Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.
+Added: Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.
+Added: Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Other Information.
23 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: ( b ) Exhibit s
Incorporated by Reference
4 unchanged sentences
Amended and Restated Investor Rights Agreement by and among the Registrant and certain of its stockholders, dated December 16, 2014 .
−Removed: Warrant to purchase capital stock of the Registrant, issued to TriplePoint Capital LLC, dated September June 28, 2017.
−Removed: Warrant to purchase capital stock of the Registrant, issued to TriplePoint Capital LLC, dated September March 22, 2019.
Personalis, Inc.
6 unchanged sentences
Employment Terms Letter, by and between John West and the Registrant, dated June 2, 2019.
−Removed: Employment Terms Letter, by and between Clinton Musil and the Registrant, dated June 2, 2019.
Employment Terms Letter, by and between Dr.
4 unchanged sentences
Department of Veterans Affairs and the Registrant, dated September 28, 2017.
−Removed: Quotation for Supply of Genetic Analysis Products No.
−Removed: 4079884, by and between Illumina, Inc.
−Removed: and the Registrant, dated March 21, 2017.
−Removed: Purchase Order No.
−Removed: P11405, by and between Illumina, Inc.
−Removed: and the Registrant, dated March 31, 2017.
Master Services Subcontract Agreement, by and between Illumina, Inc.
and the Registrant, dated November 1, 2017 .
−Removed: Pricing Agreement, by and between Illumina, Inc.
−Removed: and the Registrant, dated November 22, 2017.
−Removed: Fasttrack Genetic Analysis Services Agreement No.
−Removed: MQ-20171213CG100, by and between Illumina, Inc.
−Removed: and the Registrant, dated December 13, 2017.
Quotation for Supply of Genetic Analysis Products No.
−Removed: SQ-20190214CG102, by and between Illumina, Inc.
−Removed: and the Registrant, dated February 22, 2019.
−Removed: Quotation for Supply of Genetic Analysis Products No.
4192031, by and between Illumina, Inc.
5 unchanged sentences
and the Registrant, dated March 26, 2019.
−Removed: Plain English Revolving Loan and Security Agreement, by and between TriplePoint Capital LLC and the Registrant, dated June 28, 2017.
−Removed: First Amendment to Plain English Revolving Loan and Security Agreement, by and between TriplePoint Capital LLC and the Registrant, dated March 22, 2019.
−Removed: Form of convertible promissory note of the Registrant.
−Removed: Amendment No.
−Removed: 1 to the convertible promissory note of the Registrant.
−Removed: Amendment No.
−Removed: 2 to the convertible promissory note of the Registrant.
−Removed: Quotation for Supply of Genetic Analysis Products, by and between Illumina, Inc.
−Removed: and the Registrant, dated November 19, 2019.
+Added: First Amendment to Lease, by and between MENLO PREPI I, LLC and TPI INVESTORS 9, LLC and the Registrant, dated April 8, 2020.
+Added: Amendment to Employment Terms Letter, by and between John West and the Registrant, dated May 6, 2020.
+Added: Personalis, Inc.
+Added: 2020 Inducement Plan and forms of agreements thereunder.
+Added: Personalis, Inc.
+Added: N on-Employee Director Compensation Policy .
Subsidiaries of the Registrant as of December 31, 2020.
18 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .
−Removed: March 25, 2020
+Added: February 25, 2021
Personalis, Inc.
9 unchanged sentences
President, Chief Executive Officer and Director
−Removed: March 25, 2020
+Added: February 25, 2021
(Principal Executive Officer)
1 unchanged sentence
Chief Financial Officer
−Removed: March 25, 2020
+Added: February 25, 2021
Aaron Tachibana
1 unchanged sentence
/s/ Patrick Balthrop
−Removed: March 25, 2020
+Added: February 25, 2021
Patrick Balthrop
Blaine Bowman
−Removed: March 25, 2020
+Added: February 25, 2021
Blaine Bowman
/s/ Alan Colowick
−Removed: March 25, 2020
+Added: February 25, 2021
Alan Colowick, M.D.
/s/ Karin Eastham
−Removed: March 25, 2020
+Added: February 25, 2021
Karin Eastham
/s/ Kenneth Ludlum
−Removed: March 25, 2020
+Added: February 25, 2021
Kenneth Ludlum
/s/ Jonathan MacQuitty
−Removed: March 25, 2020
+Added: February 25, 2021
Jonathan MacQuitty, Ph.D.
/s/ Paul Ricci
−Removed: March 25, 2020
+Added: February 25, 2021
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.