S-1MEF

As filed with the Securities and Exchange Commission on September 10, 2020

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

10x Genomics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   3826   46-5614458

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

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)

 

 

Serge Saxonov

Chief Executive Officer

10x Genomics, Inc.

6230 Stoneridge Mall Road

Pleasanton, California 94588

(925) 401-7300

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

With copies to:

Kevin P. Kennedy

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

(650) 251-5000

 

Eric S. Whitaker

Randy Wu

James Bryant

10x Genomics, Inc.

6230 Stoneridge Mall Road

Pleasanton, California 94588

(925) 401-7300

 

Charles S. Kim

David Peinsipp

Kristin VanderPas

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121

(858) 550-6000

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ File No. 333-248654

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 of 1934.

 

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.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Amount

to be

registered(1)

 

Proposed

maximum

offering price

per share

 

Proposed

maximum

aggregate

offering price

 

Amount of

registration fee(2)

Class A Common Stock, par value $0.00001 per share

  575,000   $110.00   $63,250,000   $8,209.85

 

 

(1)

Represents only the additional number of shares of Class A Common Stock being registered, and includes 75,000 additional shares of Class A Common Stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-248654).

(2)

Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, for the purpose of determining the registration fee. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $423,470,250.00 on the Registration Statement on Form S-1, as amended (File No. 333-248654), which was declared effective by the Securities and Exchange Commission on September 10, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $63,250,000 are hereby registered.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

10x Genomics, Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement on Form S-1 with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933. This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-248654) (the “Prior Registration Statement”), which was declared effective by the Commission on September 10, 2020.

The Registrant is filing this Registration Statement for the sole purpose of increasing by 575,000 shares the number of shares of its Class A Common Stock, par value $0.00001 per share, to be registered for sale, 75,000 of which may be sold by the Registrant upon exercise of the underwriters’ option to purchase additional shares. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are hereby incorporated by reference into this Registration Statement.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.


Exhibit
Number
   Description
5.1#    Opinion of Simpson Thacher  & Bartlett LLP (incorporated by reference to Exhibit 5.1 filed with the Registrant’s Registration Statement on Form S-1 (File No.  333-248654) filed with the Commission on September 8, 2020).
23.1    Consent of Independent Registered Public Accounting Firm.
23.2#    Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).
24.1#    Power of Attorney (included on the signature page to the Registrant’s Registration on Form S-1 (File No. 333-248654) filed with the Commission on September 8, 2020 and incorporated herein by reference).

 

#

Previously filed.


Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, California, on the 10th day of September, 2020.

 

10X GENOMICS, INC.

By:

 

/s/ Serge Saxonov

 

Name: Serge Saxonov

Title: Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement 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

(Principal Executive Officer)

   September 10, 2020
Serge Saxonov   
*    President and Director    September 10, 2020

 

Benjamin J. Hindson

  

/s/ Justin J. McAnear

  

Chief Financial Officer

(Principal Accounting and Financial Officer)

   September 10, 2020
Justin J. McAnear   

*

   Chairman of the board of directors    September 10, 2020
John R. Stuelpnagel   

*

   Director    September 10, 2020
Sridhar Kosaraju   

*

   Director    September 10, 2020
Mathai Mammen   

*

   Director    September 10, 2020
Kimberly Popovitz   

*

   Director    September 10, 2020
Bryan E. Roberts   

*

   Director    September 10, 2020
Shehnaaz Suliman   

 

*By:  

/s/ Justin J. McAnear

  Justin J. McAnear, Attorney-in-Fact
EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated February 27, 2020, with respect to the consolidated financial statements of 10x Genomics, Inc. incorporated by reference in the Registration Statement (Form S-1 No. 333-248654) and related Prospectus of 10x Genomics, Inc. for the registration of its common stock.

 

/s/ Ernst & Young LLP
Redwood City, California
September 10, 2020