Bionano Genomics Files 8-K with Material Agreement

TL;DR

Bionano Genomics signed a new material agreement on Jan 3, 2025.

AI Summary

On January 3, 2025, Bionano Genomics, Inc. entered into a material definitive agreement. The company also made a Regulation FD disclosure and reported other events. This 8-K filing includes financial statements and exhibits.

Why It Matters

This filing indicates a significant new agreement for Bionano Genomics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Players & Entities

• Bionano Genomics, Inc. (company) — Registrant
• January 3, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 9540 Towne Centre Drive, Suite 100, San Diego, California 92121 (address) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share BNGO The Nasdaq
• $0.252 — re and accompanying Purchase Warrant is $0.252 per share. The combined purchase price
• $0.251 — nt and accompanying Purchase Warrant is $0.251 (equal to the combined purchase price p
• $0.001 — nd accompanying Purchase Warrant, 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 approximately $20.0 mi
• $20.0 million — million (excluding up to approximately $20.0 million of aggregate gross proceeds that may be

Filing Documents

• ny20041129x2_8k.htm (8-K) — 43KB
• ny20041129x2_ex4-1.htm (EX-4.1) — 105KB
• ny20041129x2_ex4-2.htm (EX-4.2) — 105KB
• ny20041129x2_ex5-1.htm (EX-5.1) — 16KB
• ny20041129x2_ex10-1.htm (EX-10.1) — 190KB
• ny20041129x2_ex99-1.htm (EX-99.1) — 15KB
• ny20041129x2ex5-1_image01.jpg (GRAPHIC) — 86KB
• 0001140361-25-000296.txt ( ) — 842KB
• bngo-20250103.xsd (EX-101.SCH) — 4KB
• bngo-20250103_lab.xml (EX-101.LAB) — 21KB
• bngo-20250103_pre.xml (EX-101.PRE) — 16KB
• ny20041129x2_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Registered Direct Offering On January 3, 2025, Bionano Genomics, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors, 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 "Offering") (i) an aggregate of 22,900,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), (ii) pre-funded warrants to purchase up to an aggregate of 16,782,540 shares of Common Stock (the "Pre-Funded Warrants") and (iii) warrants to purchase up to an aggregate of 39,682,540 shares of Common Stock (the "Purchase Warrants", and together with the Pre-Funded Warrants, the "Warrants"). Each Share and each Pre-Funded Warrant sold pursuant to the Purchase Agreement will be accompanied by a Purchase Warrant. Both the Shares and the accompanying Purchase Warrants, and the Pre-Funded Warrants and the accompanying Purchase Warrants are immediately separable and will be issued separately. The combined purchase price of each Share and accompanying Purchase Warrant is $0.252 per share. The combined purchase price of each Pre-Funded Warrant and accompanying Purchase Warrant is $0.251 (equal to the combined purchase price per Share and accompanying Purchase Warrant, minus $0.001). The gross proceeds to the Company from the Offering are expected to be approximately $10.0 million (excluding up to approximately $20.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the Purchase Warrants), 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 li

01

Item 7.01. Regulation FD Disclosure. On January 3, 2025, 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 issuance and sale of the Shares, the Warrants and the Warrant Shares, 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 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, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024, and in the Prospectus Supplement, filed with the SEC on January 6, 2025. 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 Purchase Warrant 4.2 Form of Pre-Funded Warrant 5.1 Opinion of Cooley LLP 10.1 Form of Securities Purchase Agreement dated January 3, 2025, 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 January 3, 2025. 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 6, 2025 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