Item 1.01. Entry into a Material Definitive Agreement.
On September 11, 2018, Pacific Biosciences of California, Inc. (the
Company
) entered into an underwriting agreement (the
Underwriting Agreement
) with Cowen and Company, LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named in Schedule A thereto (the
Underwriters
) relating to the public
offering (the
Offering
) of 14,117,647 shares of the Companys common stock, $0.001 par value per share (the
Common Stock
), at a price to the public of $4.25 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 2,117,647 shares of Common Stock. The Underwriters notified the Company of the exercise in full of their
option to purchase the additional shares on September 12, 2018, and the Offering, including the sale of shares of Common Stock subject to the Underwriters option, closed on September 14, 2018. 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 $64.5 million.
The shares of Common Stock are being offered and sold pursuant to the Companys shelf registration statement on
Form S-3
(File
No. 333-219642)
(the
Registration Statement
), which was declared effective by the Securities and Exchange Commission (the
SEC
) on August 18, 2017, as supplemented by a preliminary prospectus supplement, dated September 10, 2018, and a final prospectus supplement, dated September 11, 2018, filed with the SEC pursuant to
Rule 424(b) under the Securities Act of 1933 (the
Securities Act
), as amended.
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.