What changed in this filing

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Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-26 · 114 added, 7 removed, 104 unchanged (54% of the section changed)

21 unchanged sentences

Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021 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 year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our 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 three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of 10x Genomics, Inc.

Opinion on Internal Control over Financial Reporting

We have audited 10x Genomics, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, 10x Genomics, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 18, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting 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 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;

and (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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Jose, California

February 18, 2022

Other Information.

On February 17, 2022, Brad Crutchfield and 10x Genomics, Inc.

(the “Company”) entered into a Transition and Separation Agreement (the “Agreement”) pursuant to which Mr.

Crutchfield will depart the Company after a transition period.

Crutchfield has agreed to continue to serve as the Company’s Chief Commercial Officer until a replacement is appointed, after which Mr.

Crutchfield will continue to provide transition services to the Company through December 31, 2022 unless Mr.

Crutchfield’s employment is terminated prior to such time.

Crutchfield’s departure is not due to any disagreement with the Company’s management team, operations, financial statements, policies or procedures.

Pursuant to the Agreement, while he is employed by the Company Mr.

Crutchfield is entitled to payment of his current base salary and to continue to participate in the employee benefit plans generally available to the Company’s employees and Mr.

Crutchfield’s outstanding equity awards will continue to vest.

Crutchfield shall also be entitled to a bonus amount equal to twenty eight percent of his current base salary in lieu of an annual performance bonus for the full year 2022 contingent on the Company’s achievement of 2022 revenue goals and Mr.

Crutchfield’s satisfactorily completion of transition services under the Agreement (the “Bonus”).

If the Company terminates Mr.

Crutchfield’s employment without cause prior to December 31, 2022, the Company shall continue to pay Mr.

Crutchfield’s current base salary through December 31, 2022, the vesting of Mr.

Crutchfield’s equity awards shall accelerate as if Mr.

Crutchfield were employed through December 31, 2022, Mr.

Crutchfield shall be eligible to earn the Bonus and the Company shall directly pay or reimburse Mr.

Crutchfield for COBRA health insurance premiums up to December 31, 2022.

Such payments and benefits are conditioned upon Mr.

Crutchfield continuing to comply with certain obligations applicable to him and, upon execution and termination, delivery and non-revocation of a general release of claims.

The above description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement, which is attached hereto as Exhibit 10.29 and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

21 unchanged sentences

Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation of the Registrant.

8‑K 001‑39035 3.1 9/16/2019

3.2 Amended and Restated Bylaws of the Registrant.

8‑K 001‑39035 3.1 3/26/2020

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

S‑l 333‑233361 4.2 8/19/2019

4.2 Description of the Registrant’s Securities.

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

10.1 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

10.2 Amendment to Agreement for Purchase and Sale, dated October 15, 2020, between Registrant and Equity One (West Coast Portfolio) LLC.

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

10.3 ReadCoor Merger Agreement.

10-K 333-39035 10.6 2/26/2021

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

S-1/A 333-233361 10.10 9/3/2019

10.5+ 2019 Omnibus Incentive Plan and forms of award agreements thereunder.

S-1/A 333-233361 10.11 9/3/2019

10.6+ 2019 Employee Stock Purchase Plan and forms of agreements.

10-Q 001-39035 10.4 11/12/2019

10.7+ Amended and Restated Non-Employee Director Compensation Policy.

8-K 001-39035 10.1 6/2/2021

10.8+ Form of At‑Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement.

S‑l 333‑233361 10.16 8/19/2019

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

S‑l/A 333‑233361 10.17 9/3/2019

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

S‑l 333‑233361 10.14 8/19/2019

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

S‑l 333‑233361 10.15 8/19/2019

10.12+ Employment Offer Letter by and between the Registrant and Ruth De Backer.

10-K/A 001-39035 10.9 4/23/2021

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

S‑l 333‑233361 10.3 8/19/2019

Incorporated by Reference

Number Exhibit Title Form File No.

Exhibit Filing Date

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

S‑l 333‑233361 10.4 8/19/2019

10.15 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

10.16 Third Amendment to Lease Agreement, dated June 10, 2021, between the Registrant and 6200 Stoneridge Mall Road Investors LLC.

8-K 001-39035 10.1 6/15/2021

10.17 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

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

10‑K 333‑39035 10.7 2/26/2021

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

10‑K 333‑39035 10.8 2/26/2021

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

10‑K 333‑39035 10.9 2/26/2021

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

10‑K 333‑39035 10.10 2/26/2021

10.22+ Form of Nonqualified Stock Option Award (Non‑US Participants) under the 2019 Omnibus Incentive Plan.

10‑K 333‑39035 10.11 2/26/2021

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

S‑l 333‑233361 10.5 8/19/2019

10.24# Amendment No.

1 to License Agreement, dated October 25, 2018, between the Registrant and President and Fellows of Harvard College.

S‑l 333‑233361 10.6 8/19/2019

10.25# Exclusive (Equity) Agreement dated October 15, 2015, between Epinomics, Inc, and The Board of Trustees of the Leland Stanford Junior University.

S‑l 333‑233361 10.7 8/19/2019

10.26 Amendment No.

1 to the License Agreement, dated February 1, 2017, between Epinomics and The Board of Trustees of the Leland Stanford Junior University.

S‑l 333‑233361 10.8 8/19/2019

10.27# 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.

S‑l 333‑233361 10.9 8/19/2019

10.28 Settlement and Patent Cross License Agreement, dated July 26, 2021, by and between the Registrant and Bio-Rad Laboratories, Inc.

8-K 001-39035 10.1 7/27/2021

10.29+ Transition and Separation Agreement between Bradford J.

Crutchfield and 10x Genomics., Inc.

dated February 17, 2022.

23.1 Consent of Independent Registered Public Accounting Firm .

3 unchanged sentences

32.1* Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

Incorporated by Reference

Number Exhibit Title Form File No.

Exhibit Filing Date

32.2* Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

38 unchanged sentences

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