SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 11, 2018
Pacific Biosciences of California, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1305 OBrien Drive
Menlo Park, California 94025
(Address of principal executive offices, including zip code)
(Registrants 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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 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.
Item 8.01. Other Events.
On September 11, 2018, the Company issued a press release announcing pricing of the Offering. 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 the 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.
Item 9.01. Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated as of September 11, 2018, by and among Pacific Biosciences of California, Inc., Cowen and Company, LLC and Cantor Fitzgerald & Co.|
|5.1||Opinion of Wilson Sonsini Goodrich & Rosati, P.C.|
|23.1||Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto).|
|99.1||Press release issued by Pacific Biosciences of California, Inc. dated September 11, 2018.|
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.
|Pacific Biosciences of California, Inc.|
/s/ Susan K. Barnes
|Susan K. Barnes|
|Executive Vice President, Chief Financial Officer|
|and Principal Accounting Officer|
Date: September 14, 2018