Bionano Genomics Files 8-K with Key Agreements and Equity Sales

TL;DR

Bionano Genomics dropped an 8-K: material agreement, unregistered equity sales, and financial updates as of Dec 31, 2024.

AI Summary

On December 31, 2024, Bionano Genomics, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, engaged in unregistered sales of equity securities, and provided a Regulation FD disclosure. The filing also included financial statements and exhibits, with the report being as of December 31, 2024.

Why It Matters

This 8-K filing indicates significant corporate actions by Bionano Genomics, including potential new financing or strategic partnerships and equity transactions that could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities, which can sometimes indicate a need for capital or dilute existing shareholders, and the nature of the material definitive agreement is not fully detailed.

Key Players & Entities

• Bionano Genomics, Inc. (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 9540 Towne Centre Drive, Suite 100 San Diego, California (address) — Business Address

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share BNGO The Nasdaq
• $1,000,000 — ly redemption payable to Investors from $1,000,000 to $500,000 from January 2025 to July 2
• $500,000 — payable to Investors from $1,000,000 to $500,000 from January 2025 to July 2025; increas
• $1,375,000 b — payable to Investors from $1,000,000 to $1,375,000 beginning in August 2025 until the Debent
• $2.00 — ares of the Company's common stock from $2.00 to $0.27 (the "Conversion Price Adjustm
• $0.27 — he Company's common stock from $2.00 to $0.27 (the "Conversion Price Adjustment"). As
• $15,000,000 — f this Conversion Price Adjustment, the $15,000,000 outstanding aggregate principal amount

Filing Documents

• ny20039922x1_8k.htm (8-K) — 36KB
• ny20038822x2_ex4-1.htm (EX-4.1) — 68KB
• ny20038822x2_ex99-1.htm (EX-99.1) — 19KB
• ny20038822x2ex99-1_image01.jpg (GRAPHIC) — 2KB
• ny20038822x2ex99-1_image02.jpg (GRAPHIC) — 2KB
• ny20038822x2ex99-1_image03.jpg (GRAPHIC) — 5KB
• 0001140361-25-000132.txt ( ) — 289KB
• bngo-20241231.xsd (EX-101.SCH) — 4KB
• bngo-20241231_lab.xml (EX-101.LAB) — 21KB
• bngo-20241231_pre.xml (EX-101.PRE) — 16KB
• ny20039922x1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Settlement Agreement and First Amendment to Securities Purchase Agreement and Debentures On December 31, 2024, Bionano Genomics, Inc. (the "Company") entered into a settlement agreement and amendment (the "Amendment") relating to its outstanding senior secured convertible debentures due May 24, 2026 (the "Debentures") with certain accredited investors (the "Investors") and JGB Collateral LLC, as collateral agent for the Investors (the "Collateral Agent"). Pursuant to the Amendment, the parties agreed that there will be no redemptions of any of the Debentures for the month of December 2024 and also agreed to modify certain terms of the Debentures, including to: reduce the maximum monthly redemption payable to Investors from $1,000,000 to $500,000 from January 2025 to July 2025; increase the maximum monthly redemption payable to Investors from $1,000,000 to $1,375,000 beginning in August 2025 until the Debentures are repaid in full; and reduce the conversion price to convert outstanding principal amounts of the Debentures to shares of the Company's common stock from $2.00 to $0.27 (the "Conversion Price Adjustment"). As a result of this Conversion Price Adjustment, the $15,000,000 outstanding aggregate principal amount of the Debentures will be convertible into 55,555,556 shares of common stock, of which 45,555,556 shares have not been previously registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Unregistered Conversion Shares"). As consideration for the Amendment, the Company agreed to issue the Investors 5,000,000 shares of the Company's common stock (the "New Shares" and, together with the Unregistered Conversion Shares, the "Shares") and to forbear from issuing a redemption notice under the Debentures to the Investors prior to July 31, 2025. The Shares are being offered and sold by the Company in a transaction not involving a public offering under Section 4(a)(2) of the Se

02

Item 3.02 Unregistered Sales of Equity Securities. The information required by this Item 3.02 relating to the Shares and the Unregistered Conversion Shares is set forth under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. The Shares were issued in a transaction not involving public offering under Section 4(a)(2) of the Securities Act as a transaction not requiring registration under the Securities Act and was made without general solicitation or advertising. Pursuant to the Amendment, the Investors each represented that it is an accredited investor and that it is acquiring the Shares for investment purposes only and not with a view to any resale, distribution or other disposition of such Shares in violation of the Securities Act.

01

Item 7.01 Regulation FD Disclosure. On December 31, 2024, the Company issued a press release announcing that it had entered into the Amendment. A copy of the press release is attached hereto as Exhibit 99.1. 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 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.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the Company's expectations regarding the registration of the Shares, that involve risks and uncertainties. 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 the 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 the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 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 on Form 8-K. 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 No. Description 4.1 Settlement Agreement and First Amendment to Debentures dated December 30, 2024 99.1 Press Release dated December 31, 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: January 3, 2025 Bionano Genomics, Inc. By: /s/ R. Erik Holmlin, PhD. R. Erik Holmlin, Ph.D. President and Chief Executive Officer (Principal Executive Officer)

View Full Filing

View this 8-K filing on SEC EDGAR