Bionano Genomics Announces Material Agreements and Financial Obligations

TL;DR

Bionano Genomics signed and terminated deals, took on debt, and sold stock. Big moves happening.

AI Summary

On May 23, 2024, Bionano Genomics, Inc. entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The company also incurred a direct financial obligation. These events are related to unregistered sales of equity securities and fall under Regulation FD Disclosure.

Why It Matters

This filing indicates significant changes in Bionano Genomics' contractual and financial standing, potentially impacting its operational and financial future.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material agreements, along with incurring new financial obligations and unregistered equity sales, suggests potential volatility and strategic shifts for the company.

Key Players & Entities

• Bionano Genomics, Inc. (company) — Registrant
• May 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share BNGO The Nasdaq
• $20,000,000 — es in the aggregate principal amount of $20,000,000 (the "Debentures" and together with the
• $18,000,000 — s"), for an aggregate purchase price of $18,000,000. The closing of the Offering occurred
• $17.9 m — received net proceeds of approximately $17.9 million, of which the Company used approx
• $17.6 million — of which the Company used approximately $17.6 million to fully redeem that certain Senior Sec
• $45,000,000 — LLC in the original principal amount of $45,000,000 (as amended, the "High Trail Note"). Th
• $2,000,000 — sued with an original issue discount of $2,000,000. The Debentures have maturity date of M
• $1,000,000.00 — eem a portion of its Debenture of up to $1,000,000.00 per calendar month by providing written
• $2.00 — m time to time at a conversion price of $2.00 per share of common stock (the "Convers
• $11.0 million — cash balance equal to the lesser of (a) $11.0 million and (b) the then outstanding principal
• $75,000 — nection with the Offering not to exceed $75,000. The Placement Agent Agreement contains
• $15,337,000 — entire outstanding principal amount of $15,337,000 under High Trail Note at a redemption p
• $17,637,550 — 115% for a total redemption payment of $17,637,550 (the "Redemption Payment"). Upon High T
• $2,187,500 — d to pay High Trail a retirement fee of $2,187,500 and to reimburse High Trail Special Sit

Filing Documents

• ef20030067_8k.htm (8-K) — 61KB
• ef20030067_ex4-1.htm (EX-4.1) — 157KB
• ef20030067_ex10-1.htm (EX-10.1) — 274KB
• ef20030067_ex10-2.htm (EX-10.2) — 161KB
• ef20030067_ex10-3.htm (EX-10.3) — 69KB
• ef20030067_ex10-4.htm (EX-10.4) — 54KB
• ef20030067_ex10-5.htm (EX-10.5) — 125KB
• ef20030067_ex10-6.htm (EX-10.6) — 20KB
• ef20030067_ex99-1.htm (EX-99.1) — 11KB
• 0001140361-24-027553.txt ( ) — 1289KB
• bngo-20240523.xsd (EX-101.SCH) — 4KB
• bngo-20240523_lab.xml (EX-101.LAB) — 21KB
• bngo-20240523_pre.xml (EX-101.PRE) — 16KB
• ef20030067_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On May 24, 2024, Bionano Genomics, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors (the "Investors") and JGB Collateral LLC, as collateral agent for the Investors (the "Collateral Agent"), for the sale by the Company in a private placement (the "Offering") of (i) 2,250,000 shares of the Company's common stock, par value $0.0001 per share (the "Shares"), and (ii) Senior Secured Convertible Debentures in the aggregate principal amount of $20,000,000 (the "Debentures" and together with the Shares, the "Securities"), for an aggregate purchase price of $18,000,000. The closing of the Offering occurred on May 24, 2024, following the satisfaction of certain customary closing conditions. In connection with the closing of the Offering, the Company received net proceeds of approximately $17.9 million, of which the Company used approximately $17.6 million to fully redeem that certain Senior Secured Convertible Note due 2025 made by the Company in favor of High Trail Special Situations LLC in the original principal amount of $45,000,000 (as amended, the "High Trail Note"). The Company intends to use remainder of the proceeds from the Offering for general corporate purposes. The Securities issued in the Offering were not registered under the Securities Act of 1933, as amended (the "Securities Act"), and until so registered the securities may not be offered or sold absent registration or availability of an applicable exemption from registration. The Purchase Agreement contained customary representations, warranties and covenants by the Company, customary indemnification obligations of the Company, including for liabilities under 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 purpo

02

Item 1.02 Termination of a Material Definitive Agreement. The information required by this Item 1.02 relating to the High Trail Note is set forth under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by this Item 2.03 relating to the Debentures is set forth under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information required by this Item 3.02 relating to the Shares and Debentures is set forth under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. The Shares and Debenture were issued in reliance upon Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under the Securities Act and was made without general solicitation or advertising. Pursuant to the Purchase Agreement, the Investors each represented that it is an accredited investor and that it is acquiring the securities for investment purposes only and not with a view to any resale, distribution or other disposition of such securities in violation of the Securities Act.

01

Item 7.01 Regulation FD Disclosure. On May 28, 2024, the Company issued a press release announcing the completion of the Offering. A copy of the press release is attached hereto as Exhibit 99.2. 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 Exchange Act, or incorporated by reference in any filing under the Securities Act 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.

01

Item 8.01 Other Events Based on the Company's current business plans, it believes such net proceeds from the Offering discussed above in Item 1.01 of this Current Report and restructuring of redemption terms under the Debenture, together with its existing cash, cash equivalents and short-term investments and after taking into account inaccessible "restricted cash" under the terms of the transaction described above, will be sufficient to fund the Company's operating expenses and capital expenditure requirements into at least the fourth quarter of 2024. The Company's available cash, cash-equivalents and short-term investments following consummation of the transaction described above will not be sufficient to achieve cash-flow break even. As noted in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 8, 2024, based on recurring losses from operations incurred since inception, the expectation of continued operating losses and the need to raise additional capital to finance the Company's future operations, the Company had determined that there is substantial doubt about its ability to continue as a going concern within 12 months of such Quarterly Report. The Company will continue to seek to raise additional capital, but without additional financing the Company may not be able to continue as a going concern. If the Company is unable to continue as a going concern, the Company may have to reorganize or liquidate its business and may receive less than the value at which those assets are carried on the Company's consolidated financial statements, and investors may lose all or a part of their investment. The Board has established a strategy committee to work with the Company and outside advisors in evaluating the Company's options and considering alternatives that it believes will maximize stakeholder value, including any of the following or a combination thereof: debt financing, equity investments, combinations with

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements related to the Company's review and consideration of strategic alternatives, expectations regarding the Company's cash runway, the timeframe for such review and potential reorganization or liquidation alternatives for the Company. Words such as "expects," "anticipates," "aims," "projects," "intends," "plans," "believes," "estimates," "seeks," "assumes," "may," "should," "could," "would," "foresees," "forecasts," "predicts," "targets," "commitments," variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based upon the Company's current plans, assumptions, beliefs, and expectations. Forward-looking involve substantial known and unknown risks and uncertainties. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations, statements regarding the anticipated cash runway including and excluding the amounts held as restricted cash, statements regarding the anticipated charges, and expected net proceeds and the Company's ability to continue as a going concern. These risks and uncertainties include, among other things, the Company's ability to identify and evaluate possible financial and strategic alternatives and their implications for the Company; the risk that the review process will not result in the Company pursuing any additional transactions or that any transaction, if pursued, will be completed on attractive terms or at all; the ability of the Company to obtain sufficient financing to continue as a going concern; and other risks an

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1* Form of Senior Secured Convertible Debenture Due May 24, 2026 10.1* Securities Purchase Agreement, dated May 24, 2024, by and among the Company and the Buyers named therein 10.2* Security Agreement, dated as of May 24, 2024, by and among the Company, BioDiscovery, LLC, Lineagen, Inc., Purigen Biosystems, Inc., and JGB Collateral LLC 10.3 Subsidiary Guaranty, dated as of May 24, 2024, by BioDiscovery LLC, Lineagen, Inc., Purigen Biosystems, Inc. in favor the Investors 10.4 Placement Agency Agreement, dated May 24, 2024, by and between the Company and Canaccord Genuity LLC 10.5 Registration Rights Agreement, dated May 24, 2024, by and between the Company and the Investors 10.6 Letter Agreement Re: Agreement to Redeem Senior Secured Convertible Notes due 2025, dated May 23, 2024, by and between the Company and High Trail Special Situations LLC 99.1 Press Release dated May 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. The Company agrees to furnish a copy of all omitted schedules to the SEC upon its request. Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the Exhibits to the SEC upon its request.

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: May 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