10x Genomics, Inc. (Form: 8-K, Received: 06/15/2021 17:02:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2021

10x Genomics, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39035	45-5614458
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6230 Stoneridge Mall Road

Pleasanton, California 94588

(925) 401-7300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A common stock, par value $0.00001 per share

TXG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 10, 2021, 10x Genomics, Inc. (the “Company”) entered into a third amendment (the “Third Amendment”) to the Company’s lease agreement (the “Lease”) with 6200 Stoneridge Mall Road Investors LLC (“Landlord”), dated August 2, 2018, as amended on May 20, 2019 and July 24, 2020, pursuant to which the Company leases approximately 150,151 rentable square feet within the building known as 6230 Stoneridge Mall Road, Pleasanton, California 94588 (the “Building”). Among other things, the Third Amendment set forth the cost allocation for certain costs related to air-conditioning the Building. Pursuant to the Third Amendment, the Company and Landlord agreed that Landlord would upgrade certain controllers related to the Building’s air-conditioning system and that the costs incurred in connection with such upgrades would be included within Operating Expenses (as such term is defined in the Lease).

A copy of the Third Amendment is filed as Exhibit 10.1 to this report and the foregoing description is only a summary of the Third Amendment, and does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 5.07 Submission of Matters to a Vote of Security Holders

a.On June 11, 2021, the Company held its annual meeting of stockholders as a virtual meeting held over the internet via live webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 23, 2021. Present at the Annual Meeting via webcast or by proxy were holders representing 96,459,700 shares of the Company's Class A and Class B common stock (the “Common Stock”), representing 289,806,395, or approximately 92.74%, of the 312,488,722 eligible votes, constituting a quorum.

b.The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated.

Proposal 1. Holders of the Company’s Common Stock voted to elect the two Class II directors, each to hold office for a three-year term expiring at the Company’s 2024 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified or until his or her earlier resignation or removal. The final voting results are as follows:


Director Name	For	Against	Abstain	Broker Non-Votes
Kimberly J. Popovits	265,673,293	13,599,200	32,276	10,501,626
Bryan E. Roberts	264,777,496	14,482,115	45,158	10,501,626

Proposal 2. Holders of the Company’s Common Stock voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021. There were no broker non-votes on this proposal. The final voting results are as follows:


For									289,750,930
Against									18,971
Abstain									36,494

Proposal 3. Holders of the Company’s Common Stock voted, on a non-binding, advisory basis, for a “one year” frequency of future non-binding, advisory votes to approve the compensation of the Company’s named executive officers. The final voting results are as follows:


One Year									276,867,568
Two Years									81,645
Three Years									2,260,963
Abstain									94,593
Broker Non-Votes									10,501,626

c. A majority of the votes cast by the stockholders voted, on an advisory basis, to hold an annual advisory vote to approve the compensation of the Company’s named executive officers, which was consistent with the recommendation of the Board of Directors included in the Company’s proxy statement. As a result, the Board of Directors of the Company has decided that the Company will include an advisory vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of holding future advisory votes to approve the compensation of the Company’s named executive officers, which is expected to occur no later than the Company’s Annual Meeting of Stockholders in 2027.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.						Description of Exhibits

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

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	10x Genomics, Inc.

	By:	/s/ Eric S. Whitaker
	Name:	Eric S. Whitaker
	Title:	General Counsel

Date: June 15, 2021

Exhibit 10.1

Third Amendment

This Third Amendment (this “Amendment”) is dated as of June 10, 2021 (the “Effective Date”) and entered into by and between 6200 Stoneridge Mall Road Investors LLC, a Delaware limited liability company (“Landlord”) and 10X Genomics, Inc., a Delaware corporation (“Tenant”).

Recitals

A.Landlord and Tenant are parties to that certain Lease Agreement dated August 2, 2018 (the “Original Lease”), as amended by that certain First Amendment dated May 20, 2019 (the “First Amendment”) and that certain Second Amendment dated July 24, 2020 (the “Second Amendment”), pursuant to which Tenant leases that certain premises containing an aggregate of One Hundred Fifty Thousand One Hundred Fifty-One (150,151) rentable square feet within the building known as 6230 Stoneridge Mall Road, Pleasanton, California 94588 (the “Premises”). The Original Lease as amended by the First Amendment and the Second Amendment shall collectively be referred to herein as the “Existing Lease.”

B.Pursuant to the First Amendment, Landlord consented to use by Tenant of the office air handling unit commonly known as “Unit AC1” on a 24/7/365 in connection with Tenant’s laboratory usage.

C.Landlord and Tenant have now agreed on the cost allocation for new controllers for “Unit AC1” as well as the air handling unit known as “Unit AC2”, subject to each of the terms, conditions, and provisions set forth herein.

Agreement

Now Therefore, in consideration of the agreements of Landlord and Tenant herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1.Recitals

Landlord and Tenant agree the above recitals are true and correct and are hereby incorporated herein as though set forth in full.

2.Definitions

As of the date hereof, unless context clearly indicates otherwise, all references to "the Lease" or "this Lease" in the Lease or in this Amendment shall be deemed to refer to the Lease, as amended by this Amendment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease unless context clearly indicates otherwise.

3.Air Handler Controller Upgrades

Landlord hereby agrees to upgrade the controllers for each of “Unit AC1” as well “Unit AC2”, and the costs incurred by Landlord in connection with the same shall be included within Operating Expenses and amortized over the useful life of the replacement as reasonably determined by Landlord in accordance with reasonable real estate accounting and management principles, consistently applied, and otherwise in accordance with the provisions of Paragraph 4(b)(ii)(A)(6) of the Original Lease; provided, however, (i) such amortized costs shall not count toward (or be included in) the determination of Controllable Operating Expenses (as defined in Paragraph 4(b)(ii)(K) of the Original Lease), and (ii) if such repair or replacements costs are otherwise incurred in, or chargeable to, a Base Year, then for purposes of determining the Base Operating Expenses applicable to such Base Year, such amortized repair or replacements costs shall not be included.

4.General Provisions

(a)Ratification and Entire Agreement. Except as expressly amended by this Amendment, the Lease shall remain unmodified and in full force and effect. As modified by this Amendment, the Lease is hereby ratified and confirmed in all respects. In the event of any inconsistencies between the terms of this Amendment and the Lease, the terms of this Amendment shall prevail. The Lease as amended by this Amendment constitutes the entire understanding and agreement of Landlord and Tenant with respect to the subject matter hereof, and all prior agreements, representations, and understandings between Landlord and Tenant with respect to the subject matter hereof, whether oral or written, are or should be deemed to be null and void, all of the foregoing having been merged into this Amendment. Landlord and Tenant do each hereby acknowledge that it and/or its counsel have reviewed and revised this Amendment, and agree that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Amendment. This Amendment may be amended or modified only by an instrument in writing signed by each of the Landlord and Tenant.

(b)Brokerage. Landlord and Tenant do each hereby represent and warrant to the other that such representing party has not retained the services of any real estate broker, finder or any other person whose services would form the basis for any claim for any commission or fee in connection with this Amendment or the transactions contemplated hereby. Landlord and Tenant do each hereby agree to save, defend, indemnify and hold the other party free and harmless from all losses, liabilities, damages, and costs and expenses arising from any breach of its warranty and representation as set forth in the preceding sentence, including the other party’s reasonable attorneys’ fees.

(c)Authority; Applicable Law; Successors Bound. Landlord and Tenant do each hereby represent and warrant to the other that this Amendment has been duly authorized by all necessary action on the part of such party and that such party has full power and authority to execute, deliver and perform its obligations under this Amendment. This Amendment shall be governed by and construed under the laws of the State of California, without giving effect to any principles of conflicts of law that would result in the application of the laws of any other

jurisdiction. This Amendment shall inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and permitted assigns with respect to the Lease.

(d)Counterparts. This Amendment may be executed in counterparts each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

In Witness Whereof, Landlord and Tenant have executed this Amendment as of the date first above written.


Landlord:			6200 Stoneridge Mall Road Investors, llc, a Delaware limited liability company By: TPF Equity REIT Operating Partnership LP, a Delaware limited partnership, its sole member By: TPF Equity REIT Operating Partnership GP llc, a Delaware limited liability company, its general partner By: /s/ Scott Mullen Name: Scott Mullen Title: Director
Tenant:			10X Genomics, Inc., a Delaware corporation By: /s/ Serge Saxonov Name: Serge Saxonov Title: Chief Executive Officer