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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)
November 10, 2026
Pacific Biosciences of California, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-34899 |
|
16-1590339 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1305 O’Brien Drive
Menlo Park, California 94025
(Address of principal executive offices) (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):
| ¨ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
PACB |
|
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 November 10, 2026, Pacific Biosciences of California, Inc.
(the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Allen & Company LLC (“Allen”)
to sell shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having aggregate sales
proceeds of up to $100,000,000 (the “Shares”), from time to time, through an “at-the-market”
equity offering program under which Allen will act as sales agent.
Under the Sales Agreement, the Company will set the parameters for
the sale of the Shares, including the number or dollar amount of Shares to be issued, the time period during which sales are requested
to be made, limitations on the number or dollar amount of the Shares that may be sold in any one trading day and any minimum price below
which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Allen may sell the Shares by methods deemed to
be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”). Allen agreed to use commercially reasonable efforts in conducting such sales activities consistent with its normal trading
and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market. The
Sales Agreement may be terminated by the Company upon ten days’ notice to Allen for any reason or by Allen upon ten days’
notice to the Company for any reason, or immediately under certain circumstances, including but not limited to the occurrence of a material
adverse change in the Company.
The Sales Agreement provides that Allen will be entitled to compensation
for its services in an amount equal to up to 3.0% of the aggregate gross proceeds from the Shares sold through Allen under the Sales Agreement.
The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers
under the Sales Agreement.
Any of the Shares to be offered and sold under
the Sales Agreement will be issued and sold pursuant to the Company’s automatic shelf registration statement on Form S-3ASR
(File No. 333-293751), which was filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026
and which became effective automatically upon filing. The Company filed a prospectus supplement with the SEC on November 10, 2026
in connection with the offer and sale of the Shares pursuant to the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and
is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed hereto as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation, counsel to the Company, has issued an opinion to the Company, dated November 10, 2026, relating to the
validity of the Shares to be issued and sold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5.1 to this Current
Report.
This Current Report shall not constitute an offer to sell or the solicitation
of an offer to buy the securities discussed herein, nor shall there be any sale of such 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 any such state
or jurisdiction.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| 1.1* |
Sales Agreement, dated as of November 10, 2026, between Pacific Biosciences of California, Inc. and Allen & Company LLC. |
| |
|
| 5.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
| |
|
| 23.1 |
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in the opinion filed as Exhibit 5.1 to this Current Report on Form 8-K). |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant
agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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.
| |
Pacific Biosciences of California, Inc. |
| |
|
|
| |
By: |
/s/ Brett Atkins |
| |
|
Brett Atkins |
| |
|
General Counsel and Corporate Secretary |
| Date: November 10, 2026 |
|
|
