Bionano Genomics Reports Material Agreement on Feb 27

TL;DR

**Bionano Genomics just inked a major deal, watch for details!**

AI Summary

Bionano Genomics, Inc. filed an 8-K on February 27, 2024, to report an entry into a material definitive agreement and provide Regulation FD disclosure. The company, incorporated in Delaware with IRS Employer Identification No. 26-1756290, is headquartered at 9540 Towne Centre Drive, Suite 100, San Diego, California 92121. This filing indicates a significant corporate event that could impact its financial or operational standing.

Why It Matters

This filing signals a new, potentially impactful agreement for Bionano Genomics, which could affect its future operations, financial health, or strategic direction. Investors should monitor for details of the agreement.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without disclosing its nature, creating uncertainty about its potential positive or negative impact.

Key Numbers

• 001-38613 — Commission File Number (SEC identification for the company)
• 20240227 — Conformed Period of Report (Date of the event reported in the 8-K)
• 0001411690 — Central Index Key (CIK) (Unique identifier for the company on SEC EDGAR)

Key Players & Entities

• Bionano Genomics, Inc. (company) — Registrant
• Delaware (company) — State of Incorporation
• 26-1756290 (dollar_amount) — IRS Employer Identification No.
• February 27, 2024 (date) — Date of earliest event reported
• 9540 Towne Centre Drive , Suite 100 San Diego , California 92121 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share BNGO The Nasdaq
• $45,000,000 — e Company directly to the Purchaser (a) $45,000,000 aggregate principal amount of senior se
• $35,000,000 — (ii) in a concurrent private placement, $35,000,000 aggregate principal amount of senior se
• $17,000,000 — r the Initial Private Placement Note of $17,000,000 from the Purchaser at a redemption pric
• $19,550,000 — 115% for a total redemption payment of $19,550,000 (the "First Redemption"), whereupon the
• $10,663,000 — terms of the Letter Agreement), and (b) $10,663,000 of the outstanding principal amount und
• $12,262,450 — 115% for a total redemption payment of $12,262,450 (the "Second Redemption" and together w
• $1,000,000 — r the Initial Private Placement Note by $1,000,000 to $3,187,500 (the "Initial Private Pla
• $3,187,500 — Private Placement Note by $1,000,000 to $3,187,500 (the "Initial Private Placement Note Re
• $24,337,000 — ely following the Redemptions, there is $24,337,000 in aggregate principal amount of the In
• $663,000 — of the Initial Registered Note plus (b) $663,000, and (ii) modify the Partial Redemption

Filing Documents

• ef20022651_8k.htm (8-K) — 34KB
• ef20022651_ex10-1.htm (EX-10.1) — 19KB
• ef20022651_ex10-2.htm (EX-10.2) — 25KB
• ef20022651_ex99-1.htm (EX-99.1) — 21KB
• image00001.jpg (GRAPHIC) — 2KB
• image00002.jpg (GRAPHIC) — 2KB
• image00003.jpg (GRAPHIC) — 4KB
• 0001140361-24-009930.txt ( ) — 264KB
• bngo-20240227.xsd (EX-101.SCH) — 4KB
• bngo-20240227_lab.xml (EX-101.LAB) — 21KB
• bngo-20240227_pre.xml (EX-101.PRE) — 16KB
• ef20022651_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. As previously reported on the Current Report on Form 8-K filed by Bionano Genomics, Inc. (the "Company") with the Securities and Exchange Commission on October 11, 2023, the Company had entered into a securities purchase agreement (the "Purchase Agreement") with High Trail Special Situations LLC (the "Purchaser") pursuant to which the Company agreed to issue and sell, (i) in a registered offering by the Company directly to the Purchaser (a) $45,000,000 aggregate principal amount of senior secured convertible notes due 2025 initially convertible by the Purchaser into 15,713,663 shares of the Company's common stock (the "Initial Registered Note"), and (b) warrants to purchase up to 21,660,650 shares of the Company's common stock, and (ii) in a concurrent private placement, $35,000,000 aggregate principal amount of senior secured convertible notes due 2025 initially convertible by the Purchaser into 12,221,738 shares of the Company's common stock (the "Initial Private Placement Note" and together with the Initial Registered Note, the "Notes"). On February 27, 2024, the Company entered into a letter agreement (the "Letter Agreement") with the Purchaser to (i) redeem (a) the entire outstanding principal amount under the Initial Private Placement Note of $17,000,000 from the Purchaser at a redemption price of 115% for a total redemption payment of $19,550,000 (the "First Redemption"), whereupon the Initial Private Placement Note will be canceled (provided, however, that such cancelation of the Initial Private Placement Note shall not be effective unless and until the Purchaser receives the Initial Private Placement Note Retirement Fee (as defined below) from the Company in accordance with terms of the Letter Agreement), and (b) $10,663,000 of the outstanding principal amount under the Initial Registered Note from the Purchaser at a redemption price of 115% for a total redemption payment of $12,262,450 (the "Secon

01

Item 7.01. Regulation FD Disclosure. On February 28, 2024 , the Company issued a press release announcing the Amendment and Letter Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 7.01 and the related exhibit are being furnished and 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 whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1* Letter Agreement between the Company and the Purchaser, dated February 27 , 2024. 10.2 Amendment to Initial Registered Note issued to the Purchaser, dated February 27 , 2024. 99.1 Press Release issued February 28, 2024. 104 Inline XBRL for the cover page of this Current Report on Form 8-K. * Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

SIGNATURES

SIGNATURES 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. Date: February 28, 2024 Bionano Genomics, Inc. By: /s/ R. Erik Holmlin, Ph.D. R. Erik Holmlin, Ph.D. President and Chief Executive Officer (Principal Executive Officer)

View Full Filing

View this 8-K filing on SEC EDGAR