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
  No.                                  Description

  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.

  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, dated January 24, 2023

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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