Bionano Genomics Files 8-K: Material Agreement & Equity Sales

TL;DR

Bionano Genomics signed a big deal and sold some stock on July 4th.

AI Summary

On July 4, 2024, Bionano Genomics, Inc. entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided other event information. This filing is related to their financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Bionano Genomics, including a new material agreement and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Bionano Genomics, Inc. (company) — Registrant
• July 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-38613 (identifier) — Commission File Number
• 26-1756290 (identifier) — IRS Employer Identification No.
• 9540 Towne Centre Drive (address) — Business Address

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share BNGO The Nasdaq
• $0.571 — k and accompanying Purchase Warrants is $0.571 per share. The combined purchase price
• $0.001 — d accompanying Purchase Warrants, minus $0.001). The gross proceeds to the Company fro
• $10.0 million — fering are expected to be approximately $10.0 million (excluding up to $20.0 million of aggre
• $20.0 million — ximately $10.0 million (excluding up to $20.0 million of aggregate gross proceeds that may be

Filing Documents

• ny20032138x2_8k.htm (8-K) — 52KB
• ny20032138x2_ex4-1.htm (EX-4.1) — 85KB
• ny20032138x2_ex4-2.htm (EX-4.2) — 94KB
• ny20032138x1_ex4-3.htm (EX-4.3) — 105KB
• ny20032138x2_ex5-1.htm (EX-5.1) — 16KB
• ny20032138x2_ex10-1.htm (EX-10.1) — 231KB
• ny20032138x2_ex99-1.htm (EX-99.1) — 19KB
• logo_bionano.jpg (GRAPHIC) — 5KB
• ny20032138x2_ex5-1img01.jpg (GRAPHIC) — 3KB
• 0001140361-24-032559.txt ( ) — 902KB
• bngo-20240704.xsd (EX-101.SCH) — 4KB
• bngo-20240704_lab.xml (EX-101.LAB) — 21KB
• bngo-20240704_pre.xml (EX-101.PRE) — 16KB
• ny20032138x2_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Registered Direct Offering On July 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, (i) in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the "Registered Direct Offering"): (a) an aggregate of 11,700,000 shares (the "Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"), and (b) pre-funded warrants to purchase up to an aggregate of 5,813,136 shares of Common Stock (the "Pre-Funded Warrants"), and (ii) in a concurrent private placement (the "Private Placement" and together with the Registered Direct Offering, the "Offering"), Series A warrants to purchase up to an aggregate of 17,513,136 shares of Common Stock (the "Series A Warrants") and Series B warrants to purchase up to an aggregate of 17,513,136 shares of Common Stock (the "Series B Warrants", and together with the Series A Warrants, the "Purchase Warrants"). Each share of Common Stock and each Pre-Funded Warrant sold pursuant to the Purchase Agreement will be accompanied by one Series A Warrant and one Series B Warrant. The combined purchase price of each share of Common Stock and accompanying Purchase Warrants is $0.571 per share. The combined purchase price of each Pre-Funded Warrant and accompanying Purchase Warrants is $0.571 (equal to the combined purchase price per share of Common Stock and accompanying Purchase Warrants, minus $0.001). The gross proceeds to the Company from the Offering are expected to be approximately $10.0 million (excluding up to $20.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the Purchase Warrants issued in the Private Placement), before deducting placement agent fees and other offering expenses payab

.0 2

Item 3 .0 2 Unregistered Sales of Equity Securities. The information included above in Item 1.01 relating to the Purchase Warrants and the shares of Common Stock issuable upon the exercise of the Purchase Warrants is incorporated by reference into this Item 3.02 in its entirety. The Purchase Warrants described above are being offered and sold by the Company in a transaction not involving a public offering under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of Common Stock underlying such Purchase Warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered Purchase Warrants and the underlying shares of Common Stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Neither this Current Report on Form 8-K ("Current Report") nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01

Item 7.01. Regulation FD Disclosure. On July 5, 2024, the Company issued a press release announcing the pricing of the 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.

01

Item 8.01 Other Events. In connection with the filing of the Prospectus Supplement, the Company is filing a legal opinion of its counsel, Cooley LLP, regarding the validity of the Shares and the shares of Common Stock underlying the Pre-Funded Warrants being registered, which opinion is attached as Exhibit 5.1 to this Current Report.

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 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 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, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and in the Prospectus Supplement, filed with the SEC on July 8, 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 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant 4.3 Form of Series B Warrant 5.1 Opinion of Cooley LLP 10.1 Form of Securities Purchase Agreement dated July 4, 2024 between Bionano Genomics, Inc. and the purchasers party thereto 23.1 Consent of Cooley LLP (included in Exhibit 5.1) 99.1 Press Release issued July 5, 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: July 8, 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