While it might seem a bit simplistic, errors in the SOX 302 certifications are a frequent yet very avoidable comment from the SEC.

Twist Bioscience, which has a September 30 fiscal year end, included the following language in its SOX 302 certifications in its Form 10-Q for the quarter ended December 31, 2025, and filed on February 2, 2026:

Certification of Principal Executive Officer pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Emily M. Leproust, certify that:

1.I have reviewed this Annual Report on Form 10-K of Twist Bioscience Corporation for the year ended December 31, 2025;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(Balance of certification omitted for this blog post)

Clearly, the first part of paragraph 1, referring to Form 10-K and the year ended December 31, 2025, is an error in this Form 10-Q.  This resulted in the following comment from the SEC in a letter dated February 19, 2026:

Form 10-Q for the Quarterly Period Ended December 31, 2025

Exhibits

1. 1. We note the certifications provided in Exhibits 31 and 32 refer to the incorrect form and period. Please file a full amendment to your Form 10-Q with corrected certifications that refer to the proper form and period. Refer to Item 601(b)(31) and (b)(32) of Regulation S-K and Regulation S-K C&DI 246.14.

Because of the importance of the certifications, this is almost always a “please amend” comment.  In this example, the company did in fact amend its Form 10-Q.

To avoid this kind of situation, careful proofreading is all that is required.

As always, your thoughts and comments are welcome!