What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-27 · 72 added, 105 removed, 39 unchanged (82% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the

effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of

1934, as amended (the Exchange Act) as of the end of the period covered by this report.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer

and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and

management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure

controls and procedures were effective at a reasonable assurance level as of December 31, 2019.

Managements Annual Report on Internal

Control over Financial Reporting

This Annual Report does not include a report of managements assessment regarding internal control over

financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2020.

Management’s Annual Report on Internal Control over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles, and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Management has used the 2013 framework set forth in the report entitled “Internal Control-Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting.

Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020 at the reasonable assurance level.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2020, which is included in Part II, Item 8, above.

Changes in Internal Control over Financial Reporting

There was not any change in our internal control over financial reporting (as such term is defined in

Rules 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial

There was not any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Directors, Executive Officers and Corporate Governance.

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer,

principal financial officer, principal accounting officer, controller, or persons performing similar functions.

A current copy of the code is posted on the Governance section of our investor relations website, which is located at

www.investors.10xgenomics.com.

persons performing similar functions, or any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

The remaining information required under this item is incorporated herein by reference to our definitive proxy statement (the Proxy Statement)

pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, which Proxy Statement is expected to be filed with Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended

December 31, 2019.

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions.

A current copy of the code is posted on the Governance section of our investor relations website, which is located at www.investors.10xgenomics.com.

If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions, or any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

The remaining information required under this item is incorporated herein by reference to our definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, which Proxy Statement is expected to be filed with Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2020.

Executive Compensation.

7 unchanged sentences

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Annual Report:

(a) The following documents are filed as part of this Annual Report:

(1) Financial Statements

1 unchanged sentence

(2) Financial Statement Schedules

Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions or the information

requested is set forth in the financial statements or related notes thereto.

Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions or the information requested is set forth in the financial statements or related notes thereto.

(3) List of Exhibits required by Item 601 of Regulation S-K

Incorporated by Reference

Exhibit Title

Amended and Restated Certificate of Incorporation of the Registrant.

Number Exhibit Title Form File No.

Exhibit Filing Date

3.1 Amended and Restated Bylaws of the Registrant.

Amended and Restated Investors Rights Agreement, dated as of October

18, 2018, by and among the Registrant and the other parties thereto.

Form of Stock Certificate for Class A common stock of the Registrant.

8-K 001-39035 3.1 3/26/2020

4.1 Description of the Registrant’s Securities

Amended and Restated 2012 Stock Plan and forms of award agreements thereunder.

2019 Omnibus Incentive Plan and forms of award agreements thereunder.

2019 Employee Stock Purchase Plan and forms of agreements thereunder.

Non-Employee Director Compensation Policy.

Form of At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement.

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

Employment Offer Letter by and between the Registrant and Eric S.

Employment Offer Letter by and between the Registrant and Justin McAnear.

Incorporated by Reference

Exhibit Title

Lease Agreement, dated August 2, 2018, between the Registrant and 6200 Stoneridge Mall Road Investors LLC.

First Amendment to Lease Agreement, dated May 20, 2019, between the Registrant and 6200 Stoneridge Mall Road Investors LLC.

License Agreement, dated September 26, 2013, between the Registrant and the President and Fellows of Harvard College.

Amendment No.

1 to License Agreement, dated October

25, 2018, between the Registrant and President and Fellows of Harvard College.

Exclusive (Equity) Agreement, dated October

15, 2015, between Epinomics, Inc.

and The Board of Trustees of the Leland Stanford Junior University.

Amendment No.

1 to the License Agreement, dated February

1, 2017, between Epinomics and The Board of Trustees of the Leland Stanford Junior University.

Amendment No.

2 to the License Agreement, dated July

27, 2018, between the Registrant and The Board of Trustees of the Leland Stanford Junior University.

Second Amended and Restated Loan and Security Agreement, dated as of February

9, 2018, by and between the Registrant and Silicon Valley Bank.

First Amendment to Second Amended and Restated Loan and Security Agreement, dated June

26, 2019, by and between the Registrant and Silicon Valley Bank.

Second Amendment to Second Amended and Restated Loan and Security Agreement, dated September

9, 2019, by and between the Registrant and Silicon Valley Bank.

10.1 Agreement and Plan of Merger and Reorganization, dated October 5, 2020

10.2 Second Amendment to Lease Agreement, dated July 24, 2020, between the Registrant and 6200 Stoneridge Mall Road Investors LLC

10-Q 001-39035 10.6 8/12/2020

10.3 Agreement for Purchase and Sale, dated August 10, 2020, between the Registrant and Equity One (West Coast Portfolio) LLC

10-Q 001-39035 10.7 8/12/2020

10.4 Amendment to Agreement for Purchase and Sale, dated August 10, 2020, between Registrant and 6200 Stoneridge Mall Road Investors LLC

10-Q 001-39035 10.3 11/12/2020

10.5 Lease Agreement, dated November 6, 2020, between the Registrant and 6200 Stoneridge Mall Road Investors LLC

10-Q 001-39035 10.4 11/12/2020

10.6 ReadCoor Merger Agreement

10.7+ Form of Restricted Stock Unit Award under the 2019 Omnibus Incentive Plan

10.8+ Form of Incentive Stock Option Award (US Participants) under the 2019 Omnibus Incentive Plan

10.9+ Form of Nonqualified Stock Option Award (Board of Directors) under the 2019 Omnibus Incentive Plan

10.10+ Form of Nonqualified Stock Option Award (US Participants) under the 2019 Omnibus Incentive Plan

10.11+ Form of Nonqualified Stock Option Award (Non-US Participants) under the 2019 Omnibus Incentive Plan

23.1 Consent of Independent Registered Public Accounting Firm

1 unchanged sentence

31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Title

31.2 Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

32.2* Certification of Principal Financial and Accounting Officer 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.

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101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

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+ Management contract or compensatory plan or arrangement.

Portions of this exhibit have been omitted pursuant to Item 601 of Regulation

S-K promulgated under the Securities Act because the information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise

subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

# Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K promulgated under the Securities Act because the information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

* This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Form 10-K Summary.

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.

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.

10x Genomics, Inc.

February 27, 2020

February 26, 2021 By:

/s/ Serge Saxonov

Serge Saxonov

Chief Executive Officer and

(Principal Executive Officer)

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Serge Saxonov and

McAnear, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and

in his or her name, place and stead, 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 to 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 their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Serge Saxonov

Chief Executive Officer and Director

(Principal Executive Officer)

February 27, 2020

Serge Saxonov

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Serge Saxonov and Justin J.

McAnear, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, 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 to 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 their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Serge Saxonov Chief Executive Officer and Director February 26, 2021

Serge Saxonov (Principal Executive Officer)

/s/ Benjamin J.

President and Director

February 27, 2020

Hindson President and Director February 26, 2021

/s/ Justin J.

Chief Financial Officer

(Principal Accounting and Financial Officer)

February 27, 2020

Chairman of the board of directors

February 27, 2020

/s/ Sridhar Kosaraju

February 27, 2020

McAnear Chief Financial Officer February 26, 2021

McAnear (Principal Accounting and Financial Officer)

Stuelpnagel Chairman of the board of directors February 26, 2021

/s/ Sridhar Kosaraju Director February 26, 2021

Sridhar Kosaraju

/s/ Mathai Mammen

February 27, 2020

/s/ Mathai Mammen Director February 26, 2021

Mathai Mammen

February 27, 2020

/s/ Shehnaaz Suliman

February 27, 2020

/s/ Kim Popovits Director February 26, 2021

Roberts Director February 26, 2021

/s/ Shehnaaz Suliman Director February 26, 2021

Shehnaaz Suliman

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