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 Company’s 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 a30-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 Company’s shelf registration statement onForm S-3 (FileNo. 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 onForm 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 onForm 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 onForm 8-K and is incorporated herein and into the Registration Statement by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. | | Description |
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| 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. |
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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 issued by Pacific Biosciences of California, Inc. dated September 11, 2018. |
