10x Genomics, Inc. Form 8-K Summary
Business Context and Reporting Period
Filed October 13, 2020, under Items 2.01, 3.02 and 9.01. 10x Genomics completed its previously announced acquisition of ReadCoor, Inc. ReadCoor became a wholly owned subsidiary through a two-step merger transaction. This filing reports a corporate acquisition and does not provide quarterly or annual operating results.
Transaction and Key Financial Metrics
- Total consideration: $350 million, subject to customary purchase-price adjustments and holdbacks.
- Cash consideration: $100 million, reduced by specified transaction expenses, indebtedness and any working-capital shortfall at closing.
- Stock consideration: The balance of the purchase price, consisting of 1,901,402 shares of 10x Genomics Class A common stock.
- Share issuance: The shares were issued in an unregistered offering under Securities Act Section 4(a)(2) and Rule 506; the recipients represented that they were accredited investors.
- Financial performance: The filing does not provide revenue, profit, cash-flow, margin, debt or liquidity metrics.
Material Changes Versus the Prior Comparable Period
The material change is the completion of the ReadCoor acquisition on October 13, 2020. The filing does not provide comparative financial statements or quantify the acquisition’s effect on 10x Genomics’ operating results, balance sheet or cash flows.
Guidance, Outlook, Risks and Unusual Items
- The Company agreed to file a Form S-3 registration statement covering eligible former ReadCoor equityholders’ resale of the stock consideration.
- Representations, warranties, covenants, closing conditions and indemnities are customary for an acquisition of this type.
- Forward-looking statements relate primarily to the transaction and are subject to risks involving integration and the acquisition’s impact on the business, general economic conditions, and the Company’s business and financial condition.
- The filing refers investors to the risk factors in the Company’s Form 10-K filed February 27, 2020, and Forms 10-Q filed May 12 and August 12, 2020.
- ReadCoor’s financial statements and pro forma financial information were not included. If required, the Company intended to file them by amendment within 71 calendar days.
Important Facts for Investors to Verify
- Final cash paid and any purchase-price adjustments, holdbacks or working-capital adjustments.
- Final accounting treatment, purchase-price allocation and any goodwill or acquired intangible assets.
- Required acquired-business financial statements and pro forma financial information when filed.
- Integration progress and the acquisition’s effects on revenue, expenses, cash flow and liquidity.
- Subsequent filing of the Form S-3 and potential resale activity involving the 1,901,402 issued shares.