ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

The section of Exhibit 99.2 attached to this Current Report on Form 8-K captioned "Business Update-Preliminary Financial and Operational Highlights for the Three and Twelve Months Ended December 31, 2022" is incorporated by reference into this Item 2.02.




Item 8.01.     OTHER EVENTS.



Launch of Public Offering



On January 24, 2023, Pacific Biosciences of California, Inc. (the "Company")
issued a press release announcing the commencement of an underwritten public
offering of its common stock by the Company pursuant to an automatically
effective shelf registration statement filed on
Form S-3 (File No. 333-249999) with the Securities and Exchange Commission. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.



This Current Report on Form 8-K, including the exhibits hereto, shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities of the Company, which is being made only by means of a written
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, nor shall there be any sale of the Company's securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction.



Disclosure Update

The Company has updated its disclosures regarding risk factors, legal proceedings, certain executive compensation information, and certain business and financial updates. Such updates are attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.




ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)              Exhibits.

Exhibit No.      Description

  99.1             Press Release issued by Pacific Biosciences of

California, Inc., dated January 24,


                 2023

  99.2             Disclosure Update as of January 24, 2023

  99.3             Letter Relating to Employment Terms by and between the

Registrant and Jeff Eidel


                 effective August 16, 2022

  99.4             Change in Control and Severance Agreement by and between

the Registrant and Susan G.


                 Kim effective February 3, 2021

104              Cover Page Interactive Data File (embedded within the

Inline XBRL document)

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