Current Report Filing (8-k)
January 27 2023 - 4:06PM
Edgar (US Regulatory)
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2023-01-24
2023-01-24
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iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 24, 2023
Pacific Biosciences of California, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
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001-34899 |
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16-1590339 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
1305 O’Brien Drive
Menlo Park, California 94025
(Address of principal executive offices, including zip code)
(650) 521-8000
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange
on which registered |
Common
Stock, par value $0.001 per share |
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PACB |
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The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 24, 2023, Pacific Biosciences of
California, Inc. (the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Morgan
Stanley & Co. LLC, and Cowen and Company, LLC, as representatives of the several underwriters named therein (the “Underwriters”),
pursuant to which the Company agreed to issue and sell 17,500,000 shares (the “Shares”)
of the Company’s common stock, $0.001 par value per share (the “Common
Stock”). The Shares were sold at a price to the public of $10.00 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 2,625,000 shares of Common
Stock (collectively, the “Option Shares”). The Underwriters notified the
Company of the exercise in full of their option to purchase the Option Shares from the Company on January 25, 2023. The offering,
including the sale of the Option Shares, closed on January 27, 2023. 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 $189.2
million.
The shares of Common Stock were offered and
sold in the offering 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 January 24, 2023, and a final
prospectus supplement, dated January 24, 2023, 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. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against
certain liabilities. In addition, pursuant to the terms of the Underwriting Agreement, certain
officers and directors of the Company have entered into “lock-up” arrangements with the Underwriters, which generally prohibit
the sale, transfer or other disposition of securities of the Company for a 60-day period, subject to certain exceptions.
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.
ITEM 8.01. OTHER EVENTS.
On January 24, 2023, the Company issued a press release announcing
the pricing of the offering described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
In connection with such offering, the legal opinion
as to the legality of the Common Stock sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated
herein and into the Registration Statement by reference.
This Current Report on Form 8-K, including the exhibits hereto, shall
not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means
of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company’s
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit |
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No. |
Description |
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1.1 |
Underwriting Agreement, dated as of January 24, 2023 by and among Pacific Biosciences of California, Inc. and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Cowen and Company, LLC, as representatives of the several underwriters named therein. |
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5.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, P.C. |
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23.1 |
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto) |
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99.1 |
Press Release, dated January 24, 2023 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Pacific Biosciences of California, Inc. |
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By: |
/s/ Michele Farmer |
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Michele Farmer
Vice President and Chief Accounting Officer |
Date: January 27, 2023
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