Item 1.01. Entry into a Material Definitive Agreement.
On August 11, 2020, Pacific Biosciences of California, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”) relating to the public offering (the “Offering”) of 19,430,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $4.47 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 2,914,500 shares of Common Stock. The Underwriters notified the Company of the exercise in full of their option to purchase the additional shares on August 13, 2020, and the Offering, including the sale of shares of Common Stock subject to the Underwriters’ option, closed on August 14, 2020. 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 $93.6 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. 333-239071) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 14, 2020, as supplemented by a preliminary prospectus supplement, dated August 11, 2020, and a final prospectus supplement, dated August 11, 2020, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (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.