10x Genomics, Inc. (Form: S-8, Received: 02/16/2023 17:08:50)

As filed with the Securities and Exchange Commission on February 16, 2023.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

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(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization)						45-5614458 (I.R.S. Employer Identification No.)

6230 Stoneridge Mall Road

Pleasanton, California 94588

(Address of Principal Executive Offices) (Zip Code)

10x Genomics, Inc. 2019 Omnibus Incentive Plan

10x Genomics, Inc. 2019 Employee Stock Purchase Plan

(Full title of the Plans)

Chief Executive Officer

6230 Stoneridge Mall Road

Pleasanton, California 94588

Telephone: (925) 401-7300

(Name and address and telephone number, including area code, of agent for service)

Brian J. Cuneo, Esq.

Latham and Watkins LLP
140 Scott Drive

Menlo Park, California 94025

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional (i) 200,000 shares of the registrant’s Class A common stock, par value $0.00001 per share ("Class A Common Stock"), to be issued pursuant to the registrant’s 2019 Employee Stock Purchase Plan (the "ESPP"), and (ii) 5,758,752 shares of the registrant’s Class A Common Stock to be issued pursuant to the registrant’s 2019 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), which are the same class as those securities previously registered on effective registration statements on Form S-8 filed with the Commission on February 18, 2022 (File No. 333-262863) (the “2022 Registration Statement”), March 1, 2021 (File No. 333-253667) (the “2021 Registration Statement) and September 12, 2019 (File No. 333-233720) (the “2019 Registration Statement”), and the contents of the 2019 Registration Statement, 2021 Registration Statement and 2022 Registration Statement, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act of 1933, as amended (the "Securities Act"), are incorporated by reference into this Registration Statement.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the registrant pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this registration statement:


			(a)			The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on February 16, 2023; and


			(b)			The registrant’s registration statement on Form 8-A (File No. 001-39035) filed with the Commission on September 6, 2019 pursuant to Section 12(b) of the Exchange Act, relating to the registrant’s Class A common stock, including all other amendments and reports filed for the purpose of updating such description.

All documents that the registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement (except for any portions of the registrant’s current reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the filing of a post-effective amendment to this registration statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

The following exhibits are filed as part of this registration statement:

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on the 16th day of February, 2023.



10x Genomics, Inc.

By:						/s/ Serge Saxonov
						Name: Serge Saxonov Title: Chief Executive Officer and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Serge Saxonov, Justin J. McAnear and Eric S. Whitaker, and each of them, his or her true and lawful attorneys-in-fact and agents, 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 (including post-effective amendments) to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Serge Saxonov

Chief Executive Officer and Director

February 16, 2023

Serge Saxonov

(Principal Executive Officer)

/s/ Benjamin J. Hindson

President and Director

February 16, 2023

Benjamin J. Hindson

/s/ Justin J. McAnear

Chief Financial Officer

February 16, 2023

Justin J. McAnear

(Principal Accounting and Financial Officer)

/s/ John R. Stuelpnagel

Chairman of the Board of Directors

February 16, 2023

John R. Stuelpnagel

/s/ Sridhar Kosaraju

Director

February 16, 2023

Sridhar Kosaraju

/s/ Mathai Mammen

Director

February 16, 2023

Mathai Mammen

/s/ Kim Popovits

Director

February 16, 2023

Kim Popovits

/s/ Bryan E. Roberts

Director

February 16, 2023

Bryan E. Roberts

/s/ Shehnaaz Suliman

Director

February 16, 2023

Shehnaaz Suliman

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 10x Genomics, Inc. 2019 Omnibus Incentive Plan and the 10x Genomics, Inc. 2019 Employee Stock Purchase Plan of our reports dated February 16, 2023, with respect to the consolidated financial statements of 10x Genomics, Inc. and the effectiveness of internal control over financial reporting of 10x Genomics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

Calculation of Filing Fee Tables

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities




Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed maximum offering price per unit	Maximum aggregate offering price	Fee Rate	Amount of Registration Fee
Equity	Class A common stock, $0.00001 par value per share, reserved for issuance pursuant to the 2019 Omnibus Incentive Plan	Rule 457(c) and Rule 457(h)	5,758,752(2)	$44.02(4)	$253,500,263.04	$110.20 per $1,000,000	$27,935.73
Equity	Class A common stock, $0.00001 par value per share, reserved for issuance pursuant to the 2019 Employee Stock Purchase Plan	Rule 457(c) and Rule 457(h)	200,000(3)	$37.42(5)	$7,484,000.00	$110.20 per $1,000,000	$824.74
	Total Offering Amounts		5,958,752		$260,984,263.04		$28,760.47
	Total Fees Offset						0
	Net Fee Due						$28,760.47


(1)			Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Class A common stock.


(2)			Reflects an automatic annual increase on January 1, 2023 to the number of shares of the Registrant’s Class A common stock reserved for issuance under the 10x Genomics, Inc. 2019 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which annual increase is provided for in the Omnibus Incentive Plan.


(3)			Reflects an automatic annual increase on January 1, 2023 to the number of shares of the Registrant’s Class A common stock reserved for issuance under the 10x Genomics, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), which annual increase is provided for in the ESPP.


(4)			Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of $44.02 per share, which represents the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on February 13, 2023.


(5)			Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, and based on 85% of $44.02 per share, which represents the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on February 13, 2023. Pursuant to the ESPP, Pursuant to the ESPP, the purchase price of a share of the Registrant’s Class A common stock reserved for issuance thereunder will be 85% of the fair market value of a share of the Registrant’s Class A common stock on the Enrollment Date or the Exercise Date (as such terms are defined in the ESPP), whichever is lower.

140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Madrid Washington, D.C. February 16, 2023 10x Genomics, Inc. 6230 Stoneridge Mall Road Pleasanton, California 94588 Re: Registration Statement on Form S-8; 5,958,752 shares of Class A Common Stock, par value $0.00001 per share To the addressee set forth above: We have acted as special counsel to 10x Genomics, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 5,958,752 shares of Class A Common Stock of the Company, par value $0.00001 per share (the “Shares”), issuable pursuant to the Company’s 2019 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) and 2019 Employee Stock Purchase Plan (together with the Omnibus Incentive Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 16, 2023 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Shares. As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

February 16, 2023 Page 2 US-DOCS\139194577.2 Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by and pursuant to the applicable Plans, and assuming in each case that the individual issuances, grants or awards under the applicable Plans are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Sincerely,