Pacific Biosciences Of California, Inc 8-K/A, filed Sep 22, 2023
Pacific Biosciences Of California, Inc. (PACB)
About this 8-K/A
Pacific Biosciences Of California, Inc filed this 8-K/A on September 22, 2023, reporting on events of July 19, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
Pacific Biosciences of California, Inc. (the “Company”) is filing this Current Report on Form 8-K/A (this “Amendment No. 1”) to amend the Company’s Current Report on Form 8-K filed July 20, 2021 (the “Original Form 8-K”), which reported, among other things, the Company’s entry into an enforceable agreement to conduct unregistered sales of equity securities in connection with the Company’s acquisition of Omniome, Inc. (“Omniome”). The Company is filing this Amendment No. 1 to provide the number of shares of Company common stock being issued as milestone consideration upon achievement of the commercial milestone described in the merger agreement relating to the Omniome acquisition (the “Merger Agreement”), which number was not determinable at the time of filing the Original Form 8-K.
Except as expressly set forth herein, this Amendment No. 1 does not amend the Original Form 8-K in any way and does not modify or update any other disclosures contained in the Original Form 8-K. This Amendment No. 1 supplements the Original Form 8-K and should be read in conjunction with the Original Form 8-K.
| ITEM 3.02. | UNREGISTERED SALES OF EQUITY SECURITIES. |
On September 20, 2023, the Company achieved the commercial milestone under the Merger Agreement. Consequently, pursuant to the Merger Agreement, former Omniome securityholders are entitled to receive as milestone consideration, among other things, of an aggregate of approximately $101 million in cash and approximately 8.9 million shares of Company common stock, representing $100 million divided by the volume-weighted average of the trading prices of Company common stock for the twenty trading days ending with and including the trading day that is two days immediately prior to the achievement of the milestone. The Company anticipates issuing such shares to the former Omniome securityholders on or about October 4, 2023.
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/ Michele Farmer | |
| Michele Farmer | ||
| Vice President and Chief Accounting Officer | ||
| Date: September 22, 2023 | ||