Current Report Filing (8-k)
June 20 2017 - 3:05PM
Edgar (US Regulatory)
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)
June 15, 2017
Pacific
Biosciences of California, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34899
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16-1590339
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1305 OBrien Drive
Menlo Park, California 94025
(Address of principal executive offices, including zip code)
(650) 521-8000
(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):
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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))
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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 June 15, 2017, Pacific Biosciences of California, Inc. (the
Company
) entered into an underwriting agreement (the
Underwriting Agreement
) with Cantor Fitzgerald & Co., as representative of the several underwriters named in Schedule A thereto (the
Underwriters
), relating to the public offering (the
Offering
) of 15,419,354 shares of the Companys common stock, $0.001 par value per share (the
Common Stock
), at a price to the public of $3.10 per share. Under the terms of the Underwriting Agreement, the
Company has also granted the Underwriters a 30-day option to purchase up to an additional 2,312,903 shares of Common Stock. The Underwriters notified the Company of the exercise in full of their option to purchase the additional shares on
June 16, 2017, and the Offering, including the sale of shares of Common Stock subject to the Underwriters option, closed on June 20, 2017. 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 $52.4 million.
The shares of Common Stock are being
offered and sold pursuant to the Companys shelf registration statement on Form S-3 (File No. 333-199891) (the
Registration Statement
), which was declared effective by the Securities and Exchange Commission on
November 21, 2014, as supplemented by a preliminary prospectus supplement, dated June 14, 2017, and a final prospectus supplement, dated June 15, 2017, filed with the Securities and Exchange Commission (the
SEC
)
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
Securities Act
). In addition, a separate registration statement on Form S-3MEF, dated June 15, 2017, was filed with the SEC pursuant to Rule
462(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.
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 June 15,
2017, 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.
(d) Exhibits.
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated as of June 15, 2017, by and between Pacific Biosciences of California, Inc. and Cantor Fitzgerald & Co.
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
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23.1
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Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto).
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99.1
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Press release issued by Pacific Biosciences of California, Inc. dated June 15, 2017.
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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:
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/s/ Susan K. Barnes
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Susan K. Barnes
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Executive Vice President, Chief Financial Officer
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and Principal Accounting Officer
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Date: June 20, 2017
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