August 28, 2019
Serge Saxonov
Chief Executive Officer
10x Genomics, Inc.
6230 Stoneridge Mall Road
Pleasonton, California 94588
Re: 10x Genomics, Inc.
Registration Statement on Form S-1
Filed August 19, 2019
File No. 333-233361
Dear Dr. Saxonov:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-1 filed August 19, 2019
Our amended and restated bylaws will designate a state or federal court located
...., page 60
1. Please reconcile the disclosure in this section with Article IX of
exhibit 3.4.
Results of Operations, page 84
2. We note your disclosure on page 7 that the Single Cell CNV and Link-Read
solutions
have not significantly contributed to revenue to date, and your
disclosure on page 17 that
your Single Cell Immune Profiling and Single Cell ATAC solutions were
recently
introduced. Given that and your disclosure on page 79 that Single Cell
Gene Expression
consumables accounted for approximately half of your revenue in the
periods presented,
please clarify what products accounted for the balance of your
consumables revenue in the
Serge Saxonov
10x Genomics, Inc.
August 28, 2019
Page 2
periods presented, and address any material changes to the
contributions of those
products, and any product that contributed disproportionately to your
revenue or margins.
3. Please clarify the extent of changes due to the introduction of Next
GEM.
Revenue, page 85
4. Based on your disclosure here read with your disclosure on page 77, it
appears that
the number of instruments sold during the first half of the year was
smaller than during the
last half of the previous year. If so, please discuss the reasons for
this development.
Silicon Valley Bank Loan and Security Agreement, page 93
5. Please clarify the basis for the statement in your response to prior
comment 4 that you do
not believe that the rulings pose even a potential risk of your
ability to meet the revenue
covenant targets; address in your response whether the ruling could
affect your ability
to sell instruments operating the specified chips. Also (1) tell us
how an adverse outcome
in other pending litigation could affect your response, and (2) revise
your disclosure to
provide sufficient information for investors to evaluate the extent of
change from the
results and trends disclosed in your prospectus that could occur
without violating the
covenant.
Voting Rights, page 161
6. Please address section 4.4(D)(9) of exhibit 3.2.
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaw
provisions , page 163
7. If any amendment to any provision of your bylaws requires approval of
two-thirds of the
voting power of your stock - not just amendment of the provisions
disclosed here, please
revise your prospectus to clarify. We note Article V of exhibit 3.2.
Lock-up agreements, page 170
8. Please disclose the duration of the agreements mentioned here and on
page 166 and 176.
Report of Independent Registered Public Accounting Firm, page F-2
FirstName note the disclosures in Note 7 relating to the July and August 2019
matters in the 2015
9. We LastNameSerge Saxonov
Comapany Name10x Genomics, Inc.
Delaware Action, and which appear to be part of the audited information.
Tell us why
Augustyou have not dual-dated your opinion as to Note 7. See PCAOB AS 3110 and
AS 4101.
28, 2019 Page 2
FirstName LastName
Serge Saxonov
FirstName LastNameSerge Saxonov
10x Genomics, Inc.
Comapany Name10x Genomics, Inc.
August 28, 2019
Page 3
August 28, 2019 Page 3
FirstName LastName
Exhibits
10. Please provide us your analysis of how your reference to "exclusive
means" in section
2.03(C)(3) of exhibit 3.4 is consistent with applicable provisions of
the Exchange Act.
We note for example the deadline for submitting a proposal.
Exhibit 23.2, page II-3
11. We note that your auditor's consent refers to their audit opinion
dated "May 10, 2019,
except for Note 13, as to which the date is August 19, 2019". However,
the audit opinion
on page F-2 is dated May 10, 2019 with no dual dating. Please have
your auditor revise
its consent to refer to the correct date of its opinion. See also our
comment issued on the
Report of Independent Registered Public Accounting Firm on page F-2.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Gary Newberry at 202-551-3761 or Lynn Dicker, Senior
Accountant, at
202-551-3616 if you have questions regarding comments on the financial
statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Russell Mancuso, Branch
Chief, at
202-551-3617 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Electronics and Machinery
cc: Kevin P. Kennedy