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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)
October 16, 2023
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):
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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:
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| 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 o
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. o
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October 13, 2023, the Board (the “Board”) of Pacific Biosciences of California, Inc. (the “Company”) increased the size of the Board to ten directors and, upon the recommendation of its Corporate Governance and Nominating Committee, appointed David Meline to serve as a Class II director, with an initial term expiring at the Company’s 2024 annual meeting of stockholders.
There are no arrangements or understandings between Mr. Meline, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Meline was selected as a director. There are no related party transactions between the Company and Mr. Meline (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Meline does not have any family relationships with any of the Company’s directors or executive officers. Mr. Meline will participate in the Company’s non-employee director compensation policy, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. In addition, the Company will enter into its standard form of indemnification agreement with Mr. Meline.
ITEM 7.01. REGULATION FD DISCLOSURE.
On October 16, 2023, the Company issued a press release relating to the appointment of Mr. Meline, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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| (d) | Exhibits. |
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| 99.1 | |
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| 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.
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| Pacific Biosciences of California, Inc. |
| | |
| By: | /s/ Michele Farmer |
| | Michele Farmer |
| | Vice President and Chief Accounting Officer |
| Date: October 16, 2023 | | |