PacBio Files 8-K: Material Agreements, Financial Obligations, Equity Sales

Ticker: PACB · Form: 8-K · Filed: Nov 22, 2024 · CIK: 1299130

Sentiment: neutral

Topics: material-agreement, financial-obligation, equity-sale

TL;DR

PacBio dropped an 8-K: new deals, debt, and stock sales on 11/21.

AI Summary

On November 21, 2024, Pacific Biosciences of California, Inc. (PacBio) filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant financial and contractual activities for PacBio, potentially impacting its financial health and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

Key Players & Entities

FAQ

What type of material definitive agreement did Pacific Biosciences of California, Inc. enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.

What is the nature of the direct financial obligation or off-balance sheet arrangement?

The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics are not detailed in the provided text.

What were the circumstances of the unregistered sales of equity securities?

The filing reports unregistered sales of equity securities, but the quantity, price, and terms of these sales are not specified in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on November 21, 2024.

What is the company's fiscal year end?

The company's fiscal year ends on December 31.

Filing Stats: 2,304 words · 9 min read · ~8 pages · Grade level 15.4 · Accepted 2024-11-21 18:01:55

Key Financial Figures

Filing Documents

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On November 21, 2024, Pacific Biosciences of California, Inc. (the "Company") consummated (the "Closing") the previously announced privately negotiated exchange with SB Northstar LP ("SBN"), a holder of its outstanding 1.50% Convertible Senior Notes due 2028 (the "2028 Notes"), pursuant to which the Company issued $200 million in aggregate principal amount of the Company's 1.50% Convertible Senior Notes due 2029 (the "New Notes"), 20,451,570 shares (the "Exchange Shares") of the Company's common stock, par value $0.001 per share (the "common stock"), and made a payment in cash in the amount of $50 million (the "Cash Payment") in exchange for $459 million aggregate principal amount of the 2028 Notes (the "Exchange Transaction"), pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder. At the Closing, the Company also paid SBN accrued and unpaid interest in respect of the 2028 Notes to but not including the date of the Closing. The Company did not receive any cash proceeds from the Exchange Transaction. In exchange for issuing the New Notes and Exchange Shares and making the Cash Payment pursuant to the Exchange Transaction, the Company received and cancelled the $459 million aggregate principal amount of 2028 Notes exchanged therefor. Following the consummation of the Exchange Transaction, none of the 2028 Notes remain outstanding. Indenture On November 21, 2024, the Company entered into an indenture relating to the issuance of the New Notes (the "Indenture") between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The New Notes represent senior unsecured obligations of the Company and will pay interest semi-annually in arrears on each February 15 and August 15, commencing on February 15, 2025, at a rate of 1.50% per annum. The New Notes will mature on August 15, 2029, un

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. On November 21, 2024, the Company issued the New Notes and delivered the Exchange Shares and made the Cash Payment to SBN in exchange for $459 million aggregate principal amount of the 2028 Notes in a private placement pursuant to an exemption from the registration requirements of the Securities Act. The New Notes and Exchange Shares were issued to SBN in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by SBN in the previously disclosed Exchange Agreement, dated November 7, 2024, between the Company and SBN. The shares of common stock issuable upon conversion of the New Notes (the "Conversion Shares"), if any, will be issued in transactions anticipated to be exempt from registration under the Securities Act pursuant to Section 3(a)(9) thereof. The Company does not intend to file a registration statement covering the resale of the New Notes, the Exchange Shares or the Conversion Shares, if any. The Company did not receive any cash proceeds from the Exchange Transaction. In exchange for issuing the New Notes, delivering the Exchange Shares and making the Cash Payment pursuant to the Exchange Transaction, the Company received and canceled the $459 million aggregate principal amount of the 2028 Notes exchanged therefor.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 Indenture, dated as of November 21, 2024, by and between Pacific Biosciences of California, Inc. and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of 1.50% Convertible Senior Note due 2029 (included in Exhibit 4.1). 10.1 Letter Agreement, dated November 21, 2024, between the Company and SB Northstar LP 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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/ Susan G. Kim Susan G. Kim Chief Financial Officer Date: November 21, 2024

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