Washington, D.C. 20549
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive
Agreement.
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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 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 liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to
limitations agreed upon by the contracting parties.
The Company entered into an engagement letter with H.C. Wainwright & Co., LLC (the “Placement Agent”),
pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the Offering. The Company has agreed to pay the Placement Agent an aggregate cash fee
equal to 6.0% of the gross proceeds received in the Offering and for certain expenses incurred by the Placement Agent in connection with the Offering.
The Offering is expected to close on or about July 8, 2024, subject to the satisfaction of customary closing
conditions. The Company currently plans to use the net proceeds from the Offering for general corporate purposes, including working capital, research and development expenses, repayment or redemption of existing indebtedness and capital
expenditures.
The Shares, Pre-Funded Warrants and the shares of Common Stock underlying the Pre-Funded Warrants are being
offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-270459) previously filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2023, and which was declared effective by the
SEC on May 8, 2023 and a related base prospectus and prospectus supplement (the “Prospectus Supplement”) thereunder.
The Purchase Warrants 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..
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its
entirety by the full text of the form of Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated by reference herein.
Terms of the Pre-Funded Warrants and Purchase Warrants
Each Purchase Warrant is exercisable for one share of Common Stock at an exercise price of $0.571 per share
beginning on the effective date of stockholder approval of the issuance of the shares of Common Stock upon exercise of the Purchase Warrants (the “Stockholder Approval”). The Series A Warrants will expire on the earlier of (i) the 24-month
anniversary of the Stockholder Approval and (ii) 60 days following the later of (a) the date of the public announcement of the occurrence of a medical administrative contractor (including, without limitation, Molecular Diagnostic Services),
issuing a final local coverage determination for optical genome mapping for hematological malignancies and (b) the date of the Stockholder Approval. The Series B Warrants will expire on the earlier of (i) the five-year anniversary of the
Stockholder Approval and (ii) six months following the later of (a) the date of the public announcement of the occurrence of the Company receiving clearance from the U.S. Food and Drug Administration for an optical genome mapping system for any
indication and (b) the date of the Stockholder Approval.
The Pre-Funded Warrants are being offered in lieu of shares of Common Stock and provide that the holder may not
exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common
Stock immediately following the consummation of the Offering. Each Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrants are immediately exercisable and may be
exercised at any time until all of the Pre-Funded Warrants are exercised in full.
A holder (together with its affiliates) of the Purchase Warrants or Pre-Funded Warrants, as the case may be, may
not exercise any portion of the Purchase Warrants or Pre-Funded Warrants, as applicable, to the extent that the holder would own more than 4.99% (or, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock
immediately after exercise, as such percentage ownership is determined in accordance with the terms of the Purchase Warrants or Pre-Funded Warrants, as applicable. In lieu of making the cash payment otherwise contemplated to be made to the
Company upon exercise of a Purchase Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Purchase Warrants,
provided that such cashless exercise shall only be permitted if, at the time of such exercise, there is no effective registration statement registering the resale of shares of Common Stock underlying the Purchase Warrants or if the prospectus
contained in such registration statement is not available for the resale of shares of Common Stock underlying the Purchase Warrants by the Purchase Warrant holder.
In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of a Pre-Funded
Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Pre-Funded
Warrants.
The foregoing description of the terms and conditions of the Purchase Warrants and the Pre-Funded Warrants do not
purport to be complete and are each qualified in their entirety by the full text of the form of Pre-Funded Warrant, the form of Series A Warrant, and the form of Series B Warrant, copies of which are attached hereto as Exhibits 4.1, 4.2, and
4.3, respectively, and incorporated by reference herein.
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Item 3.02
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Unregistered Sales of Equity
Securities.
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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.
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Item 7.01.
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Regulation FD Disclosure.
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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.
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
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 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Form of Pre-Funded Warrant
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Form of Series A Warrant
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Form of Series B Warrant
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Opinion of Cooley LLP
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Form of Securities Purchase Agreement dated July 4, 2024 between Bionano Genomics, Inc. and the purchasers party thereto
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Consent of Cooley LLP (included in Exhibit 5.1)
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Press Release issued July 5, 2024.
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104
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Inline XBRL for the cover page of this Current Report on Form 8-K.
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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.
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Date: July 8, 2024
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Bionano Genomics, Inc.
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By:
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/s/ R. Erik Holmlin, Ph.D.
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R. Erik Holmlin, Ph.D.
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President and Chief Executive Officer
(Principal Executive Officer)
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