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ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On November 10, 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”), and the stockholder of the Company named in Schedule B thereto (the “Selling Stockholder”) pursuant to which the Company agreed to issue and sell 6,096,112 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and the Selling Stockholder agreed to sell 1,304,348 shares of Common Stock (collectively, the “Shares”). The Shares will be sold at a price to the public of $14.25 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 914,416 shares of Common Stock, and the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional 195,652 shares of Common Stock (collectively, the “Option Shares”). The Underwriters notified the Company and the Selling Stockholder of the exercise in full of their option to purchase the Option Shares from the Company and the Selling Stockholder on November 11, 2020. The offering, including the sale of the Option Shares, closed on November 13, 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 Company did not receive any proceeds from the sale of the Shares by the Selling Stockholder.
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- 249999) (the “Registration Statement”), that is automatically effective under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 462(e) promulgated thereunder, as supplemented by a preliminary prospectus supplement, dated November 10, 2020, and a final prospectus supplement, dated November 10, 2020, filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and Selling Stockholder. Under the terms of the Underwriting Agreement, the Company and Selling Stockholder have 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 or the Selling Stockholder. 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.