Bionano Genomics Files 8-K with Material Agreement Details

TL;DR

BNGO filed an 8-K on April 4th detailing a material definitive agreement.

AI Summary

On April 4, 2024, Bionano Genomics, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31st.

Why It Matters

This filing provides crucial updates on significant agreements and financial information for Bionano Genomics, Inc., which could impact investor decisions.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing a material definitive agreement and does not appear to contain immediate negative news.

Key Players & Entities

• Bionano Genomics, Inc. (company) — Registrant
• April 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share BNGO The Nasdaq
• $0.001 — Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"
• $1.145 — ommon Stock and accompanying Warrant is $1.145 per share. The combined purchase price
• $1.144 — ded Warrant and accompanying Warrant is $1.144 (equal to the combined purchase price p
• $10.0 m — fering are expected to be approximately $10.0 million, before deducting placement agent
• $1.02 — of Common Stock at an exercise price of $1.02 per share. The Warrants are immediately

Filing Documents

• ef20026117_8k.htm (8-K) — 42KB
• ef20026117_ex4-1.htm (EX-4.1) — 89KB
• ef20026117_ex4-2.htm (EX-4.2) — 90KB
• ef20026117_ex10-1.htm (EX-10.1) — 191KB
• ef20026152_ex99-1.htm (EX-99.1) — 14KB
• 0001140361-24-018181.txt ( ) — 707KB
• bngo-20240404.xsd (EX-101.SCH) — 4KB
• bngo-20240404_def.xml (EX-101.DEF) — 17KB
• bngo-20240404_lab.xml (EX-101.LAB) — 26KB
• bngo-20240404_pre.xml (EX-101.PRE) — 19KB
• ef20026117_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. Registered Direct Offering On April 4, 2024, Bionano Genomics, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the "Registered Direct Offering"): (i) an aggregate of 6,536,682 shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), (ii) pre-funded warrants to purchase up to an aggregate of 2,196,944 shares of Common Stock (the "Pre-Funded Warrants"), and (iii) warrants to purchase up to 8,733,626 shares of Common Stock (the "Warrants"). The combined purchase price of each share of Common Stock and accompanying Warrant is $1.145 per share. The combined purchase price of each Pre-Funded Warrant and accompanying Warrant is $1.144 (equal to the combined purchase price per share of Common Stock and accompanying Warrant, minus $0.001). The gross proceeds to the Company from the Registered Direct Offering are expected to be approximately $10.0 million, before deducting placement agent fees and other offering expenses payable by the Company. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The Company entered into an engagement lett

01

Item 7.01. Regulation FD Disclosure. On April 4, 2024, the Company issued a press release announcing the pricing of the Registered Direct Offering described above, a copy of which is furnished as Exhibit 99.1 hereto. The information set forth in this Item 7.01 and contained in the press release furnished as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report contains forward-looking statements, including, without limitation, statements relating to the Company's expectations regarding the completion of the Registered Direct Offering and use of proceeds therefrom. These forward-looking statements are based upon the Company's current expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the offering, the uncertain research and product development process, and other risks detailed in the Company's filings with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and in the prospectus supplement relating to the offering, filed with the SEC on April 5, 2024. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report. The Company undertakes no duty to update such information except as required under applicable law.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Form of Warrant 4.2 Form of Pre-Funded Warrant 10.1 Form of Securities Purchase Agreement dated April 4, 2024 between Bionano Genomics, Inc. and the purchasers party thereto 99.1 Press Release issued April 4, 2024. 104 Inline XBRL for the cover page of this Current Report on Form 8-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: April 5, 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