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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)
January 24, 2025
Pacific Biosciences of California, Inc.
(Exact name of registrant as specified in its charter)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
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PACB |
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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 On January 24, 2025, the Board of Directors (the “Board”) of Pacific Biosciences of California, Inc. (the “Company”), upon the recommendation of its Corporate Governance and Nominating Committee, appointed Christopher M. Smith to serve as a Class III director effective January 30, 2025, with an initial term expiring at the Company’s 2025 annual meeting of stockholders. The Board did not appoint Mr. Smith to any committee at this time.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
There are no arrangements or understandings between Mr. Smith, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Smith was selected as a director. There are no related party transactions between the Company and Mr. Smith (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Smith does not have any family relationships with any of the Company’s directors or executive officers. Mr. Smith 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 29, 2024. In addition, the Company will enter into its standard form of indemnification agreement with Mr. Smith.
On January 29, 2025, David Meline, a member of the Board, notified the Company of his resignation from the Board, effective January 30, 2025. The Company is not aware of any disagreement between Mr. Meline and the Company on any matter relating to the Company’s operations, policies or practices that resulted in Mr. Meline’s resignation
ITEM 7.01. REGULATION FD DISCLOSURE.
On January 30, 2025, the Company issued a press release relating to the appointment of Mr. Smith, 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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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. |
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By: |
/s/ Michele Farmer |
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Michele Farmer |
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Vice President and Chief Accounting Officer |
Date: January 30, 2025 |
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EX-99.1
2
exhibit991-pressrelease013.htm
EX-99.1
Document
PacBio Announces Appointment of Chris Smith to Board of Directors
PacBio to leverage Chris' extensive expertise in diagnostics and laboratory testing markets, as Board Member David Meline steps down.
MENLO PARK, Calif., Jan. 30, 2025 (GLOBE NEWSWIRE) – PacBio (NASDAQ: PACB), a leading developer of high-quality, highly accurate sequencing solutions, today announced the appointment of Chris Smith to its Board of Directors, effective today. Mr. Smith is currently the Chief Executive Officer of NeoGenomics, Inc. (NASDAQ:NEO), a leading oncology testing services company.
Mr. Smith, a seasoned executive with extensive experience in the life sciences and healthcare industries, brings a strong track record of leadership in genomics, diagnostics, and corporate strategy. As CEO of NeoGenomics, a leading provider of oncology testing services, he has overseen the company’s continued growth and innovation in precision medicine.
"We are thrilled to welcome Chris to the PacBio Board,” said Christian Henry, President and Chief Executive Officer of PacBio. "Mr. Smith’s deep expertise in clinical diagnostics and genomics, combined with his leadership experience in scaling high-growth companies, will be invaluable as we seek to continue to expand into the clinical genomics market.”
Prior to NeoGenomics, Mr. Smith served as Chairman and CEO of Ortho Clinical Diagnostics which was sold to Quidel Corporation in December 2021. Prior to that, Mr. Smith was the CEO of Cochlear Limited and has served on several different boards of directors in both public and private companies. Mr. Smith holds a Bachelor of Science Degree in Journalism from Texas A&M University.
“I am honored to join PacBio’s Board at such an exciting time in the company’s journey,” said Chris Smith. “PacBio is at the forefront of innovation in sequencing technology, and I look forward to contributing to its mission of enabling the promise of genomics to improve human health.”
While Mr. Smith is joining the Board of PacBio, David Meline is resigning from the Board, effective today. Mr. Meline has served on the Board since 2023 and has played an important role in helping the Board drive the business and strategy of the Company.
“David has been a valued member of our Board, providing exceptional leadership and insight,” said Christian Henry, President and CEO, “On behalf of the entire company and Board, I want to express our appreciation for his contributions and wish him continued success in future endeavors.”
About PacBio
PacBio (NASDAQ: PACB) is a premier life science technology company that designs, develops, and manufactures advanced sequencing solutions to help scientists and clinical researchers resolve genetically complex problems. Our products and technologies stem from two highly differentiated core technologies focused on accuracy, quality and completeness which include our HiFi long-read sequencing and our SBB® short-read sequencing technologies. Our products address solutions across a broad set of research applications including human germline sequencing, plant and animal sciences, infectious disease and microbiology, oncology, and other emerging applications. For more information, please visit www.pacb.com and follow @PacBio.
PacBio products are provided for Research Use Only. Not for use in diagnostic procedures.
Forward Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, including statements relating to the uses, coverage, advantages, and benefits or expected uses, advantages or benefits of using, PacBio products or technologies; continued expansion into the clinical genomics market; and other future events. You should not place undue reliance on forward-looking statements because they are subject to assumptions, risks, and uncertainties and could cause actual outcomes and results to differ materially from currently anticipated results, including potential performance, quality and regulatory issues; inability to expand into the clinical genomics market; and third-party claims alleging infringement of patents and proprietary rights or seeking to invalidate PacBio's patents or proprietary rights. Additional factors that could materially affect actual results can be found in PacBio's most recent filings with the Securities and Exchange Commission, including PacBio's most recent reports on Forms 8-K, 10-K, and 10-Q, and include those listed under the caption "Risk Factors." These forward-looking statements are based on current expectations and speak only as of the date hereof; except as required by law, PacBio disclaims any obligation to revise or update these forward-looking statements to reflect events or circumstances in the future, even if new information becomes available.
Contacts
Investors and Media:
Todd Friedman
ir@pacificbiosciences.com