Bionano Genomics Files 8-K on Security Holder Rights
Ticker: BNGO · Form: 8-K · Filed: Jan 27, 2025 · CIK: 1411690
| Field | Detail |
|---|---|
| Company | Bionano Genomics, Inc. (BNGO) |
| Form Type | 8-K |
| Filed Date | Jan 27, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update
Related Tickers: BNGO
TL;DR
BNGO filed an 8-K on Jan 24, 2025, with changes to security holder rights and bylaws.
AI Summary
Bionano Genomics, Inc. filed an 8-K on January 24, 2025, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details regarding the modifications and amendments are not provided in this excerpt.
Why It Matters
This filing indicates potential changes to the rights of Bionano Genomics' security holders and amendments to corporate governance documents, which could impact investors.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate bylaws can introduce uncertainty and potential changes in the company's structure or obligations.
Key Players & Entities
- Bionano Genomics, Inc. (company) — Registrant
- January 24, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 001-38613 (other) — Commission File Number
- 26-1756290 (other) — IRS Number
FAQ
What specific material modifications were made to the rights of Bionano Genomics' security holders?
The provided excerpt of the 8-K filing does not specify the details of the material modifications to the rights of security holders.
What amendments were made to Bionano Genomics' articles of incorporation or bylaws?
The excerpt indicates that amendments were made, but it does not detail the specific changes to the articles of incorporation or bylaws.
What is the significance of the Regulation FD Disclosure mentioned in the filing?
Regulation FD (Fair Disclosure) ensures that material non-public information is disclosed broadly to all investors, preventing selective disclosure.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on January 24, 2025.
What is Bionano Genomics, Inc.'s state of incorporation and IRS number?
Bionano Genomics, Inc. is incorporated in Delaware and has an IRS number of 26-1756290.
Filing Stats: 931 words · 4 min read · ~3 pages · Grade level 10.8 · Accepted 2025-01-27 16:05:39
Key Financial Figures
- $0.0001 — ange on which registered Common Stock, $0.0001 par value per share BNGO The Nasdaq Sto
Filing Documents
- bngo-20250124.htm (8-K) — 30KB
- bionano-certificateofamend.htm (EX-3.1) — 19KB
- bionano-reversesplitpressr.htm (EX-99.1) — 16KB
- image_2.jpg (GRAPHIC) — 45KB
- picture3.jpg (GRAPHIC) — 3KB
- picture4.jpg (GRAPHIC) — 2KB
- 0001411690-25-000008.txt ( ) — 268KB
- bngo-20250124.xsd (EX-101.SCH) — 2KB
- bngo-20250124_lab.xml (EX-101.LAB) — 22KB
- bngo-20250124_pre.xml (EX-101.PRE) — 13KB
- bngo-20250124_htm.xml (XML) — 3KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. (a) On January 24, 2025, Bionano Genomics, Inc. (the " Company ") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the " Restated Certificate "), with the office of the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1:60 (the " Charter Amendment "). The Charter Amendment was authorized by the stockholders of the Company at the Company's Special Meeting of Stockholders held on January 15, 2025. Pursuant to the Charter Amendment, effective at 5:00 p.m. Eastern Time on January 24, 2025 (the " Effective Time "), every sixty shares of the Company's issued and outstanding common stock were automatically converted into one issued and outstanding share of common stock, without any change in par value per share. As a result of the reverse stock split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock units and warrants outstanding at the Effective Time, which resulted in a proportionate decrease in the number of shares of the Company's common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company's Amended and Restated 2006 Equity Compensation Plan, 2018 Equity Incentive Plan, as amended, 2018 Employee Stock Purchase Plan, and 2020 Inducement Plan, as amended, immediately prior to the Effective Time were reduced proportionately. No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. T
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report on Form 8-K with respect to the Charter Amendment effecting the reverse stock split is incorporated by reference into Item 5.03 of this Current Report on Form 8-K.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On January 22, 2025, the Company issued a press release announcing the effective date of the reverse stock split. A copy of such press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, by Bionano Genomics, Inc. 99.1 Press Release, dated January 22, 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. Bionano Genomics, Inc. Date: January 27, 2025 By: /s/ R. Erik Holmlin, Ph.D. R. Erik Holmlin, Ph.D. President and Chief Executive Officer (Principal Executive and Financial Officer)