Pacific Biosciences of California (PACB) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01We have incurred losses to date, and we expect to continue to incur significant losses as we develop our business and we may never achieve profitability
2. 02Expense reduction initiatives could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of these initiatives, whether in the time frame anticipated or at all21% rewritten
3. 03We are not cash flow positive and may not have sufficient cash to make required payments under the terms of our debt or fund our long-term planned operations
4. 04The disposition of our assets related to our short-read DNA sequencing technology and related clustering, sequencing reagent, and detection technologies could have a material adverse effect on our business, financial condition and results of operationsNew
5. 05As part of our business strategy, we have acquired and expect to continue to pursue acquisitions of complementary businesses, technologies, or assets. We may also pursue technology license arrangements, strategic alliances or investments that complement our business
6. 06If we are unable to successfully develop and timely manufacture our current and future products our business may be adversely affectedNew
7. 07Our research and development efforts may not result in the benefits that we anticipate, and our failure to successfully market, sell, and commercialize our current and future products could have a material adverse effect on our business, financial condition and results of operations
8. 08We must successfully manage new product introductions and transitions and the development of acquired technologies, for which we may incur significant costs during these transitions and development, and these efforts may not result in the benefits we anticipate
9. 09Our business may be adversely affected by epidemics or other public health emergencies
10. 10Significant changes to our leadership team and the resulting management transitions might harm our future operating results41% rewritten
11. 11cash flows and liquidity may be negatively impacted, our long-term growth strategy may not be realized, and our business may not succeedNew
12. 12We may be unable to consistently manufacture our instruments and consumables, including SMRT Cells and reagents, to the necessary specifications or in quantities necessary to meet demand at an acceptable cost or at an acceptable performance level
13. 13Rapidly changing technology in life sciences and research diagnostics could make our products obsolete unless we continue to develop, manufacture and commercialize new and improved products and pursue new opportunities
14. 14The size of the markets for our products, including our Revio and Vega instruments, may be smaller than estimated, and new market opportunities may not develop as quickly as we expect, or at all, limiting our ability to successfully sell our products
15. 15Increased market adoption of our products by customers may depend on the availability of sample preparation and informatics tools, some of which may be developed by third parties
16. 16We operate in a highly competitive industry and if we are not able to compete effectively, our business and operating results will likely be harmed
17. 17We may be unable to successfully increase sales of our current products or market and sell our future products
18. 18We have, and may in the future, use promotional pricing and similar measures to attract purchases of our products. These measures may not be successful in attracting purchases and, even if successful, may negatively impact our gross margins
19. 19Large purchases by a limited number of customers represent a significant portion of our revenue, and any loss or delay of expected purchases has resulted, and in the future could result, in material quarter-to-quarter fluctuations of our revenue or otherwise adversely affect our results of operations23% rewritten
20. 20In addition, many of our customers, including some of our larger customers, have negotiated, or may in the future negotiate, volume-based discounts or other more favorable terms from us or our sales and distribution partners, which have had and may have a negative effect on our gross margins or revenue
21. 21Our products are highly complex, have recurring support requirements and could have unknown defects or errors, which may give rise to claims against us or divert application of our resources from other purposes
22. 22A significant portion of our sales depends on customers’ spending budgets that may be subject to significant and unexpected variation which could have a negative effect on the demand for our products
23. 23Our backlog represents product orders from our customers that we have confirmed but have not been able to fulfill, and, accordingly, for which we have not yet recognized revenue. We may not receive revenue from these orders, and any order backlog we report may not be indicative of our future revenue
24. 24Our sales cycles are unpredictable and lengthy, which makes it difficult to forecast revenue and may increase the magnitude of quarterly or annual fluctuations in our operating results
25. 25Because some of our customers and suppliers are based in China, our business, financial condition and results of operations could be adversely affected by the political and economic tensions between the United States and China
26. 26We face significant risks associated with doing business with Taiwanese suppliers and manufacturers due to the tense relationship between Taiwan and mainland China
27. 27Our operating results fluctuate from quarter to quarter and year over year, which makes our future results difficult to predict and could negatively impact the market price of our common stock
28. 28Our ability to use net operating losses and certain other tax attributes to offset future taxable income may be subject to substantial limitations
29. 29Changes in tax law and differences in interpretation of tax laws and regulations could adversely impact our business and financial condition
30. 30Our facilities in California are located near earthquake faults, and the occurrence of an earthquake or other catastrophic disaster could cause damage to our facilities and equipment, which could require us to cease or curtail operations

Risks Related to Our Intellectual Property

1. 31Failure to secure patent or other intellectual property protection for our products and improvements to our products may reduce our ability to maintain any technological or competitive advantage over our current and potential competitors
2. 32Variability in intellectual property laws may adversely affect our intellectual property position
3. 33Some of the intellectual property that is important to our business is owned by other companies or institutions and licensed to us, and changes to the rights we have licensed may adversely impact our business
4. 34The measures that we use to protect the security of and enforce our intellectual property and other proprietary rights may not be adequate, which could result in the loss of legal protection for, and thereby diminish the value of, such intellectual property and other rights
5. 35Our intellectual property may be subject to challenges in the United States or foreign jurisdictions that could adversely affect our intellectual property position
6. 36Some of our technology is subject to “march-in” rights by the U.S. government
7. 37We are involved in legal proceedings to enforce our intellectual property rights
8. 38We have been, are currently, and could in the future be, subject to legal proceedings with third parties who may claim that our products infringe or misappropriate their intellectual property rights
9. 39We have not yet registered some of our trademarks in all of our potential markets, and failure to secure those registrations could adversely affect our business
10. 40Our use of “open source” software could adversely affect our ability to sell our products and subject us to possible litigation

Risks Related to Regulation

1. 41We are, and may become, subject to governmental regulations that may impose burdens on our operations, and the markets for our products may be narrowed
2. 42Enhanced trade tariffs, import restrictions, export restrictions, or other trade barriers may materially harm our business90% rewritten
3. 43or indirectly affected by macroeconomic effects resulting from these or other tariff related actions, including potential risks associated with inflation or economic recessionNew
4. 44Our international business could expose us to business, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States
5. 45Our operations involve the use of hazardous materials, and we must comply with environmental, health and safety laws, which can be expensive and may adversely affect our business, operating results and financial condition
6. 46Ethical, legal, privacy, data protection and social concerns or governmental restrictions surrounding the use of genetic information could reduce demand for our technology
7. 47Regulations related to conflict minerals has caused us to incur, and will continue to cause us to incur, additional expenses and could limit the supply and increase the costs of certain materials used in the manufacture of our products

Risks Related to Owning Our Common Stock

1. 48The price of our common stock has been, is, and may continue to be, highly volatile, and you may be unable to sell your shares at or above the price you paid to acquire them
2. 49Sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could reduce the market price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us
3. 50Concentration of ownership by our principal stockholders may result in control by such stockholders of the composition of our board of directors
4. 51Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management and limit the market price of our common stock40% rewritten
5. 52through (v) above, for any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such courtNew
6. 53Our large number of authorized but unissued shares of common stock may potentially dilute existing stockholders’ stockholdings
7. 54We do not intend to pay dividends for the foreseeable future

Risks Related to Our Notes

1. 55We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes
2. 56The Side Letter to our 2029 Notes imposes operating restrictions on us
3. 57These covenants may adversely affect our ability to finance our operations, meet or otherwise address our capital needs, pursue business opportunities or react to market conditions, or otherwise restrict our activities or business plans
4. 58If the Notes are converted, it may adversely affect our financial condition and operating results
5. 59Unfavorable global economic or political conditions could adversely affect our business, financial condition or results of operations
6. 60Delivery of our products could be delayed or disrupted by factors beyond our control, and we could lose customers as a result
7. 61Doing business internationally creates operational and financial risks for our business
8. 62If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired, which would adversely affect our business and our stock price
9. 63Our business could be negatively impacted by changes in the United States political environment
10. 64Disruption of critical information technology systems or material breaches in the security of our systems could harm our business, customer relations and financial condition
11. 65Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer
12. 66Our use of artificial intelligence and machine learning technologies may result in reputational harm or liability
13. 67Certain investor advocacy groups, institutional investors, investment funds, proxy advisory services, stockholders, and customers are focused on environmental, social, and governance (“ESG”) practices of companies. We have also seen public interest and governmental regulation related to public companies’ ESG practicesNew