Item 2.01 Completion of Acquisition or Disposition of Assets.
Acquisition of
As previously disclosed on a Current Report on Form 8-K filed by
Total consideration paid by the Company at closing consisted of approximately
Pursuant to the Merger Agreement, the Company assumed (i) certain outstanding
unvested options to purchase shares of common stock of Omniome granted under the
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which the Company filed with the
? -2-
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Item 3.02 Unregistered Sales of
Acquisition of
The information set forth above under Item 2.01 relating to the stock consideration issued in connection with the Merger is hereby incorporated by reference into this Item 3.02.
Private Placement
As previously disclosed on a Current Report on Form 8-K filed by the Company on
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Purchase
Agreement, which the Company filed with the
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The following financial statements are filed as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K and incorporated by reference into this Item 9.01(a):
?Audited consolidated balance sheets of Omniome as of
?Unaudited condensed consolidated balance sheets of Omniome as of
(b) Pro forma financial information. The unaudited pro forma condensed combined
financial statements of the Company giving effect to the acquisition of Omniome,
which includes the unaudited pro forma condensed combined balance sheet as of
The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and Omniome would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project future results of operations that the combined company may achieve.
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(d) Exhibits.
Exhibit No. Description 4.1 Omniome Equity Incentive Plan ofPacific Biosciences of California, Inc. and related forms of agreement thereunder. 10.1 Agreement and Plan of Merger and Plan of Reorganization amongPacific Biosciences of California, Inc. ,Apollo Acquisition Corp. ,Apollo Acquisition Sub, LLC ,Omniome, Inc. andShareholder Representative Services, LLC , as securityholder representative, dated as ofJuly 19, 2021 (incorporated by reference to Company's Current Report on Form 8-K filed with theSEC onJuly 20, 2021 ).* 10.2 Securities Purchase Agreement, dated as ofJuly 19, 2021 , by and betweenPacific Biosciences of California, Inc. and each of the Investors (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onJuly 20, 2021 ). 23.1 Consent ofKPMG LLP , independent auditors ofOmniome, Inc. 99.1 Press Release issued onSeptember 20, 2021 , announcing the completion of the Mergers. 99.2 The audited consolidated balance sheets ofOmniome, Inc. as ofDecember 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for the years endedDecember 31, 2020 and 2019, the related notes and the related report ofKPMG LLP , independent auditors ofOmniome, Inc. 99.3 The unaudited condensed consolidated balance sheets of Omniome, Inc. as ofJune 30, 2021 andDecember 31, 2020 , the related condensed consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for the six months endedJune 30, 2021 and 2020, and the related notes. 99.4 The unaudited pro forma condensed combined financial statements ofPacific Biosciences of California, Inc. , giving effect to the acquisition ofOmniome, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Registrant will furnish copies of such schedules to theSecurities and Exchange Commission upon request by the Commission. ? -4-
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