PACB Pacific Biosciences of California Inc

Item 1.01. Entry into a Material Definitive Agreement.

On June 15, 2017, Pacific Biosciences of California, Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with Cantor Fitzgerald & Co., as representative of the several underwriters named in Schedule A thereto (the “ Underwriters ”), relating to the public offering (the “ Offering ”) of 15,419,354 shares of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), at a price to the public of $3.10 per share. Under the terms of the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase up to an additional 2,312,903 shares of Common Stock. The Underwriters notified the Company of the exercise in full of their option to purchase the additional shares on June 16, 2017, and the Offering, including the sale of shares of Common Stock subject to the Underwriters’ option, closed on June 20, 2017. The net proceeds to the Company from the Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, are expected to be approximately $52.4 million.

The shares of Common Stock are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-199891) (the “ Registration Statement ”), which was declared effective by the Securities and Exchange Commission on November 21, 2014, as supplemented by a preliminary prospectus supplement, dated June 14, 2017, and a final prospectus supplement, dated June 15, 2017, filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “ Securities Act ”). In addition, a separate registration statement on Form S-3MEF, dated June 15, 2017, was filed with the SEC pursuant to Rule 462(b) under the Securities Act.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

The Underwriting Agreement has been filed with this report to provide information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.