Description of the Registrants Securities
DESCRIPTION OF SECURITIES
As of December 31, 2019, 10x Genomics, Inc. (10x or our) had one class of securities, our Class A common stock, par value $0.00001 per share (Class A Common Stock), registered under Section 12 of the Securities Exchange Act of 1934, as amended.
Shares of the Class A Common Stock are traded on The Nasdaq Stock Market LLC under the trading symbol TXG.
The following description of our Class A Common Stock is a summary and is subject to, and is qualified in its entirety by reference to the provisions of our Amended and Restated Certificate of Incorporation (the Charter) and our Amended and Restated Bylaws (the Bylaws), copies of which are exhibits to the Annual Report on Form 10-K to which this description is an exhibit. This description does not purport to be complete and is subject in all respects to the applicable provisions of the Delaware General Corporation Law (the DGCL), the Charter and the Bylaws.
Authorized Capital Stock. Our authorized capital stock consists of (i) 1,000,000,000 shares of Class A Common Stock, (ii) 100,000,000 shares of Class B common stock, par value $0.00001 per share (Class B Common Stock and, together with the Class A Common Stock, the Common Stock), and (iii) 100,000,000 shares of preferred stock, par value $0.00001 per share (Preferred Stock). As of December 31, 2019, we had 20,972,166 shares of Class A Common Stock outstanding, 75,269,430 shares of Class B Common Stock outstanding and no outstanding shares of Preferred Stock. All outstanding shares of Class A Common Stock are fully paid and nonassessable. The Charter authorizes our board of directors, without any further approval, to divide the Preferred Stock into series and fix the powers, including voting powers, preferences and other rights of such series, and any qualifications, limitations or restrictions of such series of Preferred Stock.
Voting Rights. Holders of our Class A Common Stock generally are entitled to one vote per share on all matters on which our stockholders are entitled to vote and holders of our Class B Common Stock generally are entitled to ten votes per share. Delaware law could require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in the following circumstances:
if we were to seek to amend our Charter to increase the authorized number of shares of a class of stock, or to increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment; and
if we were to seek to Charter in a manner that alters or changes the powers, preferences, or special rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.
Our stockholders do not have the ability to cumulate votes for the election of directors. Our Charter and Bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Only the directors in one class will be subject to election by a plurality of the votes cast at each annual meeting of stockholders, with the directors in the other classes continuing for the remainder of their respective three-year terms.
Dividend Rights. Holders of Common Stock are entitled to receive dividends if, as and when declared from time to time by our board of directors out of funds legally available for that purpose, subject to the preferences of any outstanding Preferred Stock.
Rights Upon Liquidation. Upon our dissolution, liquidation or winding up, the holders of Common Stock are entitled to receive ratably the assets available for distribution to our stockholders after payment of liabilities and liquidation preferences on any outstanding Preferred Stock.
Anti-Takeover Provisions of the Charter, the Bylaws and the DGCL. Certain provisions of the Charter, the Bylaws and the DGCL may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in our stockholders best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. Such provisions in the Charter and the Bylaws include restrictions on the ability of stockholders to nominate members of our board of directors and the ability of stockholders to call special stockholder meetings.
We have elected to be subject to Section 203 of the DGCL, which imposes certain restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding Common Stock.
Special Meetings of Stockholders. Except as otherwise required by law, a special meeting of stockholders may be called at any time by (i) the chair of our board of directors, (ii) our chief executive officer or (iii) a majority of our board of directors.
Advanced Notice and Proxy Access Provisions. Our Bylaws require timely advance notice for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders and specify certain requirements regarding the form and content of a stockholders notice.
Transfer Agent. The transfer agent for the Class A Common Stock is American Stock Transfer & Trust Company, LLC.
Forum Selection. Under the Bylaws, unless we consent in writing to the selection of an alternative forum, a state or federal court located within the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of 10x to 10x or our stockholders, (iii) any action arising against us or any of our directors or officers pursuant to any provision of the DGCL, our Charter or our Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine.
Other Matters. Our Class A Common Stock does not have preemptive or conversion rights and is not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to our Class A Common Stock.