Bionano Genomics Files 8-K with Material Agreement

TL;DR

Bionano Genomics signed a big deal, filed an 8-K on Sept 18.

AI Summary

On September 16, 2025, Bionano Genomics, Inc. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits. The filing was made on September 18, 2025.

Why It Matters

This 8-K filing indicates Bionano Genomics has entered into a significant new agreement, which could impact its business operations and financial future.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Bionano Genomics, Inc. (company) — Registrant
• September 16, 2025 (date) — Date of earliest event reported
• September 18, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 26-1756290 (identifier) — IRS Employer Identification No.
• 9540 Towne Centre Drive, Suite 100, San Diego, California 92121 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share BNGO The Nasdaq
• $2 — ach Share and accompanying Warrants was $2.00, and the combined public offering pr
• $1.9999 — d Warrant and accompanying Warrants was $1.9999. The Pre-Funded Warrants have an exerci
• $2.00 — . Each Warrant has an exercise price of $2.00 per share and is exercisable immediatel
• $9.0 million — rcise of the Warrants, is approximately $9.0 million. The Company intends to use the net pro
• $100,000 — eds raised in the Offering, (iii) up to $100,000 for fees and expenses of the Placement
• $50,000 — a non-accountable expense allowance of $50,000, (v) up to $5,000 for road show expense
• $5,000 — expense allowance of $50,000, (v) up to $5,000 for road show expenses and (vi) up to $
• $15,950 — 0 for road show expenses and (vi) up to $15,950 for clearing expenses. The Shares, the

Filing Documents

• ny20052513x7_8k.htm (8-K) — 42KB
• ny20052513x7_ex4-1.htm (EX-4.1) — 100KB
• ny20052513x7_ex4-2.htm (EX-4.2) — 107KB
• ny20052513x7_ex10-1.htm (EX-10.1) — 213KB
• ny20052513x7_ex99-1.htm (EX-99.1) — 14KB
• ny20052513x7_ex99-2.htm (EX-99.2) — 13KB
• 0001140361-25-035286.txt ( ) — 741KB
• bngo-20250916.xsd (EX-101.SCH) — 4KB
• bngo-20250916_lab.xml (EX-101.LAB) — 21KB
• bngo-20250916_pre.xml (EX-101.PRE) — 16KB
• ny20052513x7_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry Into a Material Definitive Agreement. Securities Purchase Agreement On September 16, 2025, Bionano Genomics, Inc. (the "Company") commenced a best efforts public offering (the "Offering") of an aggregate of (i) 4,925,000 shares (the "Shares") of its common stock, par value $0.0001 per share, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 75,000 shares of common stock (the "Pre-Funded Warrant Shares"), (iii) Series E warrants (the "Series E Warrants") to purchase up to an aggregate of 5,000,000 shares of common stock (the "Series E Warrant Shares"), and (iv) Series F warrants (the "Series F Warrants," and together with the Series E Warrants, the "Warrants") to purchase up to an aggregate of 5,000,000 shares of common stock. Each Share or Pre-Funded Warrant was sold together with one Series E Warrant to purchase one share of common stock and one Series F Warrant to purchase one share of common stock. The combined public offering price for each Share and accompanying Warrants was $2.00, and the combined public offering price for each Pre-Funded Warrant and accompanying Warrants was $1.9999. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately upon issuance and will expire when exercised in full. Each Warrant has an exercise price of $2.00 per share and is exercisable immediately upon issuance. The Series E warrants will expire on the five-year anniversary of the date of issuance and the Series F warrants will expire on the eighteen-month anniversary of the date of issuance. The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail below, and other offering expenses payable by the Company, but excluding the net proceeds, if any, from the exercise of the Warrants, is approximately $9.0 million. The Company intends to use the net proceeds from the Offering for working capital and genera

01

Item 8.01. Other Events. Press Releases On September 16, 2025, the Company issued a press release announcing the pricing of the Offering, and on September 17, 2025, the Company issued a press release announcing the closing of the Offering. A copy of each such press release is attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference herein. Cautionary Note Regarding Forward-looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of current or historical fact contained in this Current Report on Form 8-K, including statements that express the Company's intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections made by management about the Company's business, industry and other conditions affecting its financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties, including those risks and uncertainties described in the filings the Company makes with the SEC. Any forward-looking statements speak only as of the date on which they are ma

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series E/F Warrant 10.1 Form of Securities Purchase Agreement 99.1 Press Release, dated September 16, 2025, announcing the pricing of the Offering. 99.2 Press Release, dated September 17, 2025, announcing the closing of the Offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Bionano Genomics, Inc. Date: September 17, 2025 By: /s/ R. Erik Holmlin, Ph.D. R. Erik Holmlin, Ph.D. President and Chief Executive Officer (Principal Executive and Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR