PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On January 30, 2026, Pacific Biosciences of California, Inc. (“PacBio” or the “Company” or the “Seller”), completed the disposition of assets to Illumina Cambridge Limited (the “Buyer”), in accordance with the terms of an Asset Purchase Agreement, dated January 30, 2026 (the “Asset Purchase Agreement”), by and between the Company, the Buyer and Illumina, Inc., solely for purposes of Section 8.16 of the Asset Purchase Agreement, pursuant to which, among other matters, Buyer acquired certain intellectual property and other assets related to the Company’s short-read DNA sequencing technology and related clustering, sequencing reagent, and detection technologies (the “Asset Sale”). As consideration for the Asset Sale, the Buyer paid the Company $50.0 million in cash and assumed certain liabilities (the “Purchase Price”). In addition, Buyer granted to the Company a non-exclusive license to certain intellectual property included in the purchased assets. In connection with the Asset Sale, Buyer will pay at the Company’s direction 4% of the net proceeds from the Purchase Price to the former equity holders of Apton Biosystems, Inc. (“Apton”) related to the waiver of all remaining milestone obligations associated with the Company’s August 2023 purchase of Apton, which payment is expected in the first quarter of 2026. As a result, the Company received approximately $48.1 million in net cash proceeds from the Asset Sale.
The unaudited pro forma consolidated financial statements were derived from the Company’s historical consolidated financial statements for the respective periods. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 gives effect to the Asset Sale as if it had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 give effect to the Asset Sale as if it had occurred on January 1, 2024.
The unaudited pro forma adjustments are based on available information and certain assumptions that the Company believes are reasonable as of the date of this Current Report on Form 8-K filed on February 2, 2026. Assumptions underlying the pro forma adjustments related to the Asset Sale are described in the accompanying notes. The pro forma adjustments reflected herein are based on management’s expectations regarding the Asset Sale. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to indicate the results of operations of future periods or the results of operations that actually would have been realized had the Asset Sale been executed on the dates or for the periods presented.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited December 31, 2024 consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed on March 17, 2025, and the unaudited September 30, 2025 condensed consolidated financial statements contained in the Company’s Quarterly Report on Form 10-Q filed on November 6, 2025.
PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2025
| (in thousands, except par value) | Historical | Transaction accounting adjustments - Asset Sale |
Pro forma | ||||||||||
| Assets | |||||||||||||
| Current assets | |||||||||||||
| Cash and cash equivalents | $ | 56,467 | $ | 48,109 | (a) | $ | 104,576 | ||||||
| Investments | 242,187 | — | 242,187 | ||||||||||
| Accounts receivable, net | 30,616 | — | 30,616 | ||||||||||
| Inventory, net | 53,153 | — | 53,153 | ||||||||||
| Prepaid expenses and other current assets | 11,513 | — | 11,513 | ||||||||||
| Short-term restricted cash | 300 | — | 300 | ||||||||||
| Total current assets | 394,236 | 48,109 | 442,345 | ||||||||||
| Property and equipment, net | 22,127 | — | 22,127 | ||||||||||
| Operating lease right-of-use assets, net | 42,583 | — | 42,583 | ||||||||||
| Long-term restricted cash | 1,532 | — | 1,532 | ||||||||||
| Intangible assets, net | 16,143 | — | 16,143 | ||||||||||
| Goodwill | 317,761 | — | 317,761 | ||||||||||
| Other long-term assets | 8,776 | — | 8,776 | ||||||||||
| Total assets | $ | 803,158 | $ | 48,109 | $ | 851,267 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||||
| Current liabilities | |||||||||||||
| Accounts payable | $ | 16,362 | $ | — | $ | 16,362 | |||||||
| Accrued expenses | 29,172 | 2,721 | (b) | 31,893 | |||||||||
| Deferred revenue, current | 16,049 | — | 16,049 | ||||||||||
| Operating lease liabilities, current | 621 | — | 621 | ||||||||||
| Other liabilities, current | 1,005 | — | 1,005 | ||||||||||
| Total current liabilities | 63,209 | 2,721 | 65,930 | ||||||||||
| Deferred revenue, non-current | 4,400 | — | 4,400 | ||||||||||
| Operating lease liabilities, non-current | 54,300 | — | 54,300 | ||||||||||
| Convertible senior notes, net, non-current | 645,159 | — | 645,159 | ||||||||||
| Total liabilities | 767,068 | 2,721 | 769,789 | ||||||||||
| Commitments and contingencies | |||||||||||||
| Stockholders’ equity | |||||||||||||
| Preferred stock, $0.001 par value: | |||||||||||||
| Authorized 50,000 shares; No shares issued or outstanding | — | — | — | ||||||||||
| Common stock, $0.001 par value: | |||||||||||||
| Authorized 1,000,000 shares; issued and outstanding 301,853 shares at September 30, 2025 | 302 | — | 302 | ||||||||||
| Additional paid-in capital | 2,690,304 | — | 2,690,304 | ||||||||||
| Accumulated other comprehensive income | 415 | — | 415 | ||||||||||
| Accumulated deficit | (2,654,931 | ) | 45,388 | (c) | (2,609,543 | ) | |||||||
| Total stockholders’ equity | 36,090 | 45,388 | 81,478 | ||||||||||
| Total liabilities and stockholders’ equity | $ | 803,158 | $ | 48,109 | $ | 851,267 | |||||||
Refer to Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2025
| (In thousands, except per share amounts) | Historical | Transaction accounting adjustments - Asset Sale | Pro forma | |||||||||
| (d) | ||||||||||||
| Revenue: | ||||||||||||
| Product revenue | $ | 96,793 | $ | (469 | ) | $ | 96,324 | |||||
| Service and other revenue | 18,567 | (93 | ) | 18,474 | ||||||||
| Total revenue | 115,360 | (562 | ) | 114,798 | ||||||||
| Cost of Revenue: | ||||||||||||
| Cost of product revenue | 65,559 | (10,249 | ) | 55,310 | ||||||||
| Cost of service and other revenue | 11,709 | (58 | ) | 11,651 | ||||||||
| Amortization of acquired intangible assets | 4,711 | (4,162 | ) | 549 | ||||||||
| Loss on purchase commitment | 4,167 | (3,897 | ) | 270 | ||||||||
| Total cost of revenue | 86,146 | (18,366 | ) | 67,780 | ||||||||
| Gross profit | 29,214 | 17,804 | 47,018 | |||||||||
| Operating Expense: | ||||||||||||
| Research and development | 74,428 | (2,933 | ) | 71,495 | ||||||||
| Sales, general and administrative | 107,442 | — | 107,442 | |||||||||
| Impairment charges | 15,000 | (15,000 | ) | — | ||||||||
| Amortization of acquired intangible assets | 363,708 | (361,764 | ) | 1,944 | ||||||||
| Change in fair value of contingent consideration | (18,700 | ) | 18,700 | — | ||||||||
| Total operating expense | 541,878 | (360,997 | ) | 180,881 | ||||||||
| Operating loss | (512,664 | ) | 378,801 | (133,863 | ) | |||||||
| Interest expense | (5,214 | ) | — | (5,214 | ) | |||||||
| Other income, net | 11,989 | — | 11,989 | |||||||||
| Loss before income taxes | (505,889 | ) | 378,801 | (127,088 | ) | |||||||
| Income tax provision | 116 | — | 116 | |||||||||
| Net loss | (506,005 | ) | 378,801 | (127,204 | ) | |||||||
| Net loss per share: | ||||||||||||
| Basic | $ | (1.69 | ) | $ | — | $ | (0.43 | ) | ||||
| Diluted | $ | (1.69 | ) | $ | — | $ | (0.43 | ) | ||||
| Weighted average shares outstanding used in calculating net loss per share: | ||||||||||||
| Basic | 299,303 | — | 299,303 | |||||||||
| Diluted | 299,303 | — | 299,303 | |||||||||
Refer to Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, 2024
| (In thousands, except per share amounts) | Historical | Transaction accounting adjustments - Asset Sale | Pro forma | |||||||||
| (d) | ||||||||||||
| Revenue: | ||||||||||||
| Product revenue | $ | 136,149 | $ | (5,290 | ) | $ | 130,859 | |||||
| Service and other revenue | 17,865 | (80 | ) | 17,785 | ||||||||
| Total revenue | 154,014 | (5,370 | ) | 148,644 | ||||||||
| Cost of Revenue: | ||||||||||||
| Cost of product revenue | 92,284 | (13,204 | ) | 79,080 | ||||||||
| Cost of service and other revenue | 14,057 | (63 | ) | 13,994 | ||||||||
| Amortization of acquired intangible assets | 9,393 | (8,660 | ) | 733 | ||||||||
| Loss on purchase commitment | 998 | — | 998 | |||||||||
| Total cost of revenue | 116,732 | (21,927 | ) | 94,805 | ||||||||
| Gross profit | 37,282 | 16,557 | 53,839 | |||||||||
| Operating Expense: | ||||||||||||
| Research and development | 134,922 | (5,863 | ) | 129,059 | ||||||||
| Sales, general and administrative | 175,017 | — | 175,017 | |||||||||
| Impairment charges | 184,500 | (40,000 | ) | 144,500 | ||||||||
| Amortization of acquired intangible assets | 18,006 | (18,006 | ) | — | ||||||||
| Change in fair value of contingent consideration | (850 | ) | 850 | — | ||||||||
| Total operating expense | 511,595 | (63,019 | ) | 448,576 | ||||||||
| Operating loss | (474,313 | ) | 79,576 | (394,737 | ) | |||||||
| Gain on debt restructuring | 154,407 | — | 154,407 | |||||||||
| Interest expense | (13,412 | ) | — | (13,412 | ) | |||||||
| Other income, net | 23,783 | — | 23,783 | |||||||||
| Loss before income taxes | (309,535 | ) | 79,576 | (229,959 | ) | |||||||
| Income tax provision | 316 | — | 316 | |||||||||
| Net loss | (309,851 | ) | 79,576 | (230,275 | ) | |||||||
| Net loss per share: | ||||||||||||
| Basic | $ | (1.13 | ) | $ | — | $ | (0.84 | ) | ||||
| Diluted | $ | (1.59 | ) | $ | — | $ | (1.31 | ) | ||||
| Weighted average shares outstanding used in calculating net loss per share: | ||||||||||||
| Basic | 274,488 | — | 274,488 | |||||||||
| Diluted | 288,366 | — | 288,366 | |||||||||
Refer to Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements
| 1. | Basis of Pro Forma Presentation |
The accompanying unaudited pro forma financial statements of Pacific Biosciences of California, Inc. (the “Company”) were prepared in accordance with Article 11 of Regulation S-X and are based on the historical consolidated financial information of the Company. The consolidated financial information has been adjusted in the accompanying pro forma financial statements to give effect to the Asset Sale.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 gives effect to the Asset Sale as if it had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to the Asset Sale as if it had occurred on January 1, 2024.
| 2. | Adjustments to the Pro Forma Condensed Consolidated Balance Sheet |
Explanations of the adjustments to the pro forma condensed consolidated balance sheet are as follows:
| a. | The Asset Sale gross consideration of $50.0 million (net proceeds of $48.1 million after deducting approximately $1.9 million to be paid by the Buyer to the former equity holders of Apton Biosystems, Inc. (“Apton”), in connection with the waiver of all milestone obligations related to the Company’s August 2023 purchase of Apton). |
| b. | Estimated transaction costs incurred in connection with the Asset Sale of approximately $2.7 million. |
| c. | Estimated gain on Asset Sale, net of estimated transaction costs. |
| 3. | Adjustments to the Proforma Condensed Consolidated Statements of Operations |
Explanations of the adjustments to the pro forma condensed consolidated statements of operations are as follows:
| d. | To remove the direct historical results of operations associated with the Company’s short-read sequencing assets. Under the terms of the Asset Sale, no headcount will be transferred. Accordingly, research and development expense adjustments reflect only direct spend associated with the disposed assets. |
The gain on Asset Sale is not included as a pro forma adjustment in the pro forma condensed consolidated statements of operations as it is a nonrecurring item. Such amount is only presented as an adjustment to accumulated deficit in the pro forma condensed consolidated balance sheet.