What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 56 added, 22 removed, 113 unchanged (41% of the section changed)

7 unchanged sentences

As a result of this assessment, management concluded that, as of December 31, 2021, 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.

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.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report that is included in Part II, Item 8, of this Annual Report on Form 10-K.

Changes in Internal Control

5 unchanged sentences

Other Information.

Compensatory Arrangements of Certain Officers

On February 16, 2022 and February 21, 2022, the compensation committee of the board of directors of the Company approved the amendment and restatement of the terms of executive severance agreements for Messrs.

West and Tachibana and Dr.

Chen, each dated February 23, 2022 (collectively, the “A&R Executive Severance Agreements”).

Provisions that were amended in the A&R Executive Severance Agreement with Mr.

West (the “West Severance Agreement”), include, among other things:

In the event that there is a “separation from service” (as defined in the West Severance Agreement), the period to receive payment of COBRA health insurance premiums will be shortened to the earlier of (i) 12 months or (ii) the date upon which Mr.

West obtains coverage under a subsequent employer’s medical plan.

In the event of a separation from service within 12 months after the effective date of “change in control” (as defined in the West Separation Agreement), the vesting of each of Mr.

West’s then-outstanding unvested equity compensation awards shall accelerate as to all of then-unvested shares subject to each such award, or, in the case of any other separation from service, the vesting of each of Mr.

West’s then-outstanding unvested equity compensation awards shall accelerate as to the number of the then-unvested shares subject to each such award that would have become vested within the first 24 months following such separation from service, subject to certain conditions.

Provisions that were amended in the A&R Executive Severance Agreements with each of Mr.

Tachibana and Dr.

Chen (together, the “Officer Severance Agreements”), include, among other things:

In the event that there is a “separation from service” (as defined in the Officer Severance Agreements), the period to receive payment of COBRA health insurance premiums will be shortened to the earlier of (i) 12 months for Mr.

Tachibana and 9 months for Dr.

Chen or (ii) the date upon which the executive obtains coverage under a subsequent employer’s medical plan.

In the event that there is a separation from service that is not within 12 months after a “change in control” (as defined in the Officer Severance Agreements), the executive will be entitled to 6 months of his then current base salary, subject to certain conditions.

Appointment of Director

On February 17, 2022, upon recommendation of the nominating and corporate governance committee of the board of directors, the board of directors increased the size of the board of directors from 7 to 8 members, and appointed Olivia K.

Bloom, to the board of directors as a Class I director, which appointment will become effective on March 1, 2022.

Bloom’s term will expire, along with the terms of the other Class I directors, at the Company’s annual meeting of stockholders in 2023.

The board of directors also appointed Ms.

Bloom to serve as a member of the audit committee of the board of directors, with such appointment effective upon her appointment to the board of directors.

There are no arrangements or understandings between Ms.

Bloom and any other persons pursuant to which she was selected as a director.

The board of directors has determined that Ms.

Bloom qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards.

Additionally, there are no transactions involving the company and Ms.

Bloom that we would be required to report pursuant to Item 404(a) of Regulation S-K.

In connection with her appointment to the board of directors and the audit committee, and pursuant to the Company’s amended and restated non-employee director compensation policy (the “Amended Personalis, Inc.

Non-Employee Director Compensation Policy”), Ms.

Bloom will receive annual cash retainers for her service on the board of directors and any committee of the board of directors, an initial equity grant and annual equity grants, each in the amounts set forth in the Company’s Amended Non-Employee Director Compensation Policy.

The company will also enter into its standard form of indemnification agreement with Ms.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

21 unchanged sentences

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm

Incorporated by Reference

20 unchanged sentences

and the Registrant, dated November 1, 2017 .

Quotation for Supply of Genetic Analysis Products No.

4192031, by and between Illumina, Inc.

and the Registrant, dated March 1, 2019.

Purchase Order No.

P11405, by and between Illumina, Inc.

and the Registrant, dated March 20, 2019.

Pricing Agreement, by and between Illumina, Inc.

4 unchanged sentences

2020 Inducement Plan and forms of agreements thereunder.

Personalis, Inc.

N on-Employee Director Compensation Policy .

Lease, by and between Ardenwood Ventures I, LLC and the Registrant, dated August 25, 2021.

Amendment No.

1 to Lease, by and between Ardenwood Ventures I, LLC and the Registrant, dated December 8, 2021.

At-the-Market Sales Agreement, dated December 30, 2021, by and between the Registrant and BTIG, LLC.

Amended Personalis, Inc.

Non-Employee Director Compensation Policy, dated February 17, 2022.

Amended and Restated Executive Severance Agreement, by and between John West and the Registrant, dated February 23, 2022.

Amended and Restated Executive Severance Agreement, by and between Dr.

Richard Chen and the Registrant, dated February 23, 2022.

Amended and Restated Executive Severance Agreement, by and between Aaron Tachibana and the Registrant, dated February 23, 2022.

Subsidiaries of the Registrant as of December 31, 2021.

Consent of Independent Registered Public Accounting Firm.

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Consent to be Named as a Director Nominee of Oliva Bloom.

Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

Indicates management contract or compensatory plan or arrangement.

The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant 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.

Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed.

Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is material to an investment or voting decision or which is not otherwise disclosed in the filed agreements.

The Company will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.

Form 10-K Summary

19 unchanged sentences

(Principal Financial and Accounting Officer)

/s/ Patrick Balthrop

February 25, 2021

Patrick Balthrop

Blaine Bowman

13 unchanged sentences

Jonathan MacQuitty, Ph.D.

/s/ Paul Ricci

/s/ Woodrow A.

February 24, 2022

Myers, Jr., M.D.

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.

What changed 10-K

Item 9A. Controls and Procedures