| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
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| (1) | Financial Statements (included in Part II of this report): |
| ● | Report of Independent Registered Public Accounting Firm |
| ● | Consolidated Balance Sheets |
| ● | Consolidated Statements of Operations and Comprehensive Loss |
| ● | Consolidated Statements of Stockholders’ Equity |
| ● | Consolidated Statements of Cash Flows |
| ● | Notes to Consolidated Financial Statements |
| (2) | Financial Statement Schedules: |
All financial statement schedules are omitted because the information is inapplicable or presented in the notes to the consolidated financial statements.
| (b) | The following exhibits are filed with or incorporated by reference as part of this Annual Report on Form 10-K: |
INDEX TO EXHIBITS
| · · Incorporated by Reference |
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| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | FiledHerewith |
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| 3.1 | Amended and Restated Certificate of Incorporation of Registrant. | 8-K | 001-37478 | 3.1 | 07/09/2015 | |
| 3.2 | Amended and Restated Bylaws of Registrant, effective as of November 3, 2021 | 10-Q | 001-37478 | 3.1 | 11/05/2021 | |
| 4.1 | Form of Common Stock Certificate | S-1/A | 333-204622 | 4.1 | 06/22/2015 | |
| 4.2 | Amended and Restated Investors' Rights Agreement, dated November 20, 2014. | S-1 | 333-204622 | 4.2 | 06/01/2015 | |
| 4.3 | Description of Common Stock | 10-K | 001-37478 | 4.3 | 02/26/2021 | |
| 4.4 | Indenture (including form of Note) with respect to the Company’s 2.25% Convertible Senior Notes due 2027, dated as of April 16, 2020, between the Registrant and Wilmington Trust, National Association, as trustee | 8-K | 001-37478 | 4.1 | 04/16/2020 | |
| 10.1.1 | UBS Credit Line Agreement, dated September 23, 2015, as amended. | 10-Q | 001-37478 | 10.2 | 11/13/2015 | |
| 10.1.2 | Amendment to UBS Credit Line Agreement, dated July 5, 2017. | 10-Q | 001-37478 | 10.1 | 08/09/2017 | |
| 10.2.1* | Supply Agreement, dated September 18, 2014, by and between Registrant and Illumina, Inc., as amended (conformed copy). | S-1/A | 333-204622 | 10.13 | 06/30/2015 | |
| 10.2.2* | Second Amendment to Supply Agreement, dated September 21, 2015, by and between Registrant and Illumina, Inc. | 10-Q | 001-37478 | 10.1 | 08/11/2016 | |
| 10.2.3* | Third Amendment to Supply Agreement, dated June 8, 2016, by and between Registrant and Illumina, Inc. | 10-Q | 001-37478 | 10.2 | 08/11/2016 | |
| 10.2.4* | Fourth Amendment to Supply Agreement, dated January 3, 2019, by and between Registrant and Illumina, Inc. | 10-K | 001-37478 | 10.8 | 03/15/2019 | |
| 10.2.5** | Fifth Amendment to Supply Agreement, dated December 18, 2019, by and between Registrant and Illumina, Inc. | 10-K | 001-37478 | 10.5.5 | 03/02/2020 | |
| 10.2.6** | Sixth Amendment to Supply Agreement, dated May 8, 2020, by and between Registrant and Illumina, Inc. | 10-Q | 001-37478 | 10.1 | 08/07/2020 | |
| 10.2.7** | Seventh Amendment to Supply Agreement, dated October 7, 2021, by and between the Registrant and Illumina, Inc. | 10-Q | 001-37478 | 10.1 | 11/05/2021 | |
| · · Incorporated by Reference |
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| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | FiledHerewith |
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| 10.2.8** | Eighth Amendment to Supply Agreement, dated December 31, 2023, by and between the Registrant and Illumina, Inc. | 10-K | 001-37478 | 10.2.8 | 02/29/2024 | |
| 10.2.9** | Ninth Amendment to Supply Agreement, dated March 11, 2024, by and between the Registrant and Illumina, Inc. | | | | | X |
| 10.2.10** | Tenth Amendment to Supply Agreement, dated December 31, 2023, by and between the Registrant and Illumina, Inc. | | | | | X |
| 10.3.1* | Application Service Provider Agreement, dated September 19, 2014, by and between Registrant and DNAnexus, Inc., as amended | 10-K | 001-37478 | 10.11 | 03/16/2017 | |
| 10.3.2* | Third Amendment to Application Service Provider Agreement, dated January 1, 2018, by and between Registrant and DNAnexus, Inc. | 10-Q | 001-37478 | 10.1 | 11/09/2018 | |
| 10.3.3* | Fourth Amendment to Application Service Provider Agreement, dated July 1, 2018, by and between Registrant and DNAnexus, Inc. | 10-Q | 001-37478 | 10.2 | 11/09/2018 | |
| 10.3.4* | Fifth Amendment to Application Service Provider Agreement, dated October 18, 2019, by and between Registrant and DNAnexus, Inc. | 10-Q | 001-37478 | 10.2 | 11/08/2019 | |
| 10.4.1 | Lease, dated October 26, 2015, by and between Registrant and BMR-201 Industrial Road LP. | 10-K | 001-37478 | 10.23 | 03/24/2016 | |
| 10.4.2 | First Amendment to Lease, dated October 6, 2016, by and between Registrant and BMR-201 Industrial Road LP. | 10-Q | 001-37478 | 10.1 | 11/14/2016 | |
| 10.5.1 | Lease Agreement dated September 24, 2015, by and between NSTX, Inc. and Karlin McCallen Pass, LLC. | 10-Q | 001-37478 | 10.1 | 11/09/2022 | |
| 10.5.2 | First Amendment to Lease Agreement dated January 26, 2016, by and between NSTX, Inc. and Karlin McCallen Pass, LLC. | 10-Q | 001-37478 | 10.2 | 11/09/2022 | |
| 10.5.3 | Second Amendment to Lease Agreement dated March 10, 2021, by and between NSTX, Inc. and KCP Parmer 3.2 Fee Owner, LLC. | 10-Q | 001-37478 | 10.3 | 11/09/2022 | |
| 10.5.4 | Third Amendment to Lease Agreement dated December 29, 2021, by and between NSTX, Inc. and 13011 McCallen Pass, LLC. | 10-Q | 001-37478 | 10.4 | 11/09/2022 | . |
| · · Incorporated by Reference |
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| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | FiledHerewith |
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| 10.6*** | 2007 Stock Plan and form of agreements thereunder. | S-1 | 333-204622 | 10.1 | 06/01/2015 | |
| 10.7*** | Amended and Restated 2015 Equity Incentive Plan | 8-K | 001-37478 | 10.1 | 06/18/2024 | |
| 10.8*** | 2015 Employee Stock Purchase Plan. | S-1/A | 333-204622 | 10.3 | 06/25/2015 | |
| 10.9 | Form of Indemnification Agreement, by and between Registrant and each of its directors and executive officers. | 10-K | 001-37478 | 10.4 | 03/16/2017 | |
| 10.10.1*** | Amended Compensation Program for Non-Employee Directors. | 10-Q | 001-37478 | 10.2 | 08/04/23 | |
| 10.10.2*** | Amended Compensation Program for Non-Employee Directors. | | | | | X |
| 10.11*** | Natera, Inc. Management Cash Incentive Plan. | 10-Q | 001-37478 | 10.3 | 11/13/2015 | |
| 10.12*** | Executive Severance Plan | 10-Q | 001-37478 | 10.1 | 05/10/2024 | |
| 10.13*** | Amended and Restated Employment Agreement, by and between Registrant and Matthew Rabinowitz, dated November 1, 2024. | | | | | X |
| 10.14*** | Amended Employment Agreement, by and between Registrant and Jonathan Sheena, dated June 7, 2007. | S-1/A | 333-204622 | 10.16 | 06/25/2015 | |
| 10.15*** | Amended and Restated Employment Agreement, by and between Registrant and Steve Chapman, dated August 1, 2024. | 10-Q | 001-37478 | 10.1 | 08/09/2024 | |
| 10.16*** | Amended Employment Agreement, by and between Registrant and Daniel Rabinowitz, dated June 7, 2007. | 10-Q | 001-37478 | 10.1 | 08/05/2022 | |
| 19.1 | Insider Trading Policy. | | | | | X |
| 21.1 | List of Subsidiaries of the Registrant. | 10-K | 001-37478 | 21.1 | 03/16/2017 | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | | | | X |
| 31.1 | Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| · · Incorporated by Reference |
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| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | FiledHerewith |
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| 32.1† · Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · · X |
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| 32.2† · Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · · X |
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| 97.1*** | Natera, Inc. Policy for the Recovery of Erroneously Awarded Compensation. | 10-K | 001-37478 | 97.1 | 02/29/2024 | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. | | | | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | X |
| * | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to an order granting confidential treatment. Omitted portions have been submitted separately to the Securities and Exchange Commission (SEC). |
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** Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
| *** | Indicates a management contract or compensatory plan. |
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| † | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Natera, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language contained in any filing. |
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