PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Veracyte, Inc. (the Registrant) with the U.S. Securities and Exchange Commission (the
Commission) are hereby incorporated by reference in this Registration Statement:
(a) The Registrants Annual Report on
Form 10-K for the year ended December 31, 2023, filed with the
Commission on February 29, 2024;
(b) The Registrants Current Reports on Form 8-K
filed with the Commission on February
6, 2024, and February 13, 2024, (except that any portions thereof which are furnished and not
filed shall not be deemed incorporated);
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the Exchange Act) since the end of the fiscal year covered by the Registrants Annual Report referred to in (a) above (other than the portions of these documents not deemed to be filed); and
(d) The description of the Registrants Common
Stock contained in Registrants registration statement on Form 8-A, filed on October 28, 2013 pursuant to Section 12(b) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description, including Exhibit 4.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission
on February 29, 2024.
In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act (excluding any portions thereof furnished by the Registrant, including information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered
hereby 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 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in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which
also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of
Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (DGCL) authorizes a court to award or a corporations board of
directors to grant indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for
liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
The Registrants restated certificate
of incorporation contains provisions that eliminate the personal liability of the Registrants directors to the Registrant or the Registrants stockholders for monetary damages for breach of fiduciary duty to the fullest extent permitted
by the DGCL. Consequently, the Registrants directors are not personally liable to the Registrant or the Registrants stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:
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any breach of the directors duty of loyalty to the Registrant or the Registrants stockholders;
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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