2023 Bionano Genomics, Inc.2020
Incorporation or Organization)
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
2023 Bionano Genomics, Inc.2020
Incorporation or Organization)
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Copies to:
R. Erik Holmlin, Ph.D. President and Chief Executive Officer Bionano Genomics, Inc. 9540 Towne Centre Drive, Suite 100 San Diego, California 92121 (858) 888-7600 | | | Thomas A. Coll, Esq. Phillip S. McGill, Esq. Cooley LLP 10265 Science Center Drive San Diego, California 92121 (858) 550-6000 |
(Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
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Large accelerated filer | | | | | Accelerated filer | | | ||
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | |
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 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee |
Common stock, par value $0.0001 per share | 1,141,408 | $0.75 | $856,056 | $112 |
The registrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Sectionsection 8(a) of the Securities Act of 1933, as amended, or until the Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Sectionsection 8(a), may determine.
PROSPECTUS, SUBJECT TO COMPLETION, DATED MARCH 10,, 2020
1,141,408 Shares
2023
This prospectus covers the
securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in one or more supplements to this prospectus. We are not sellingmay also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any shares of common stock underrelated free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and will not receive any of the proceeds from the sale by the selling stockholders of such shares.
Sales of the shares by the selling stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The selling stockholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or both.
We are paying the cost of registering the shares of common stock covered by thisfree writing prospectus, as well as various related expenses. The selling stockholders are responsible for all selling commissions, transfer taxes and other costs relatedany documents incorporated by reference, before you invest in any of the securities being offered.
any securities unless accompanied by a prospectus supplement.
You The applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Capital Market or any securities market or other exchange of the securities, if any, covered by the applicable prospectus supplement.
We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for thisa prospectus and future filings. Please see “Prospectus Summary – Implications of Being an Emerging Growth Company.”
supplement.
into this prospectus.
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We have not authorized anyone to provide
For investors outside the United States: Neither we nor the selling stockholders have done anything that would permit this offeringrelated free writing prospectus is delivered, or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.
Unless otherwise stated, all references in this prospectus to “we,” “us,” “our,” “Bionano,” the “Company” and similar designations refer to Bionano Genomics, Inc. The Bionano Genomics logo issecurities are sold, on a trademark of Bionano Genomics, Inc. We use “Bionano Genomics” as a trademark in the United States and other countries and have registered this trademark in the United States. later date.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documentsbe incorporated by reference herein contain forward-looking statements that reflect our management’s beliefs and views with respect to future events and are subject to substantial risks and uncertainties within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the safe harbor provisions for the U.S. Private Securities Litigation Reform Act of 1955. All statements, other than statements of historical fact, contained in this prospectus and the documents incorporated by reference herein, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking words such as “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “pro forma,” “project,” “seek,” “should,” “target,” “will,” “would” or other similar words or expressions (including their use in the negative), or by discussions of future matters such as the development of products, technology enhancements, possible changes in legislation, and other statements that are not historical.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, including risks described in “Risk Factors” and elsewhere in this prospectus and the documents incorporated by reference herein, regarding, among other things:
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. We operate in a very competitive and rapidly changing environment. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make, and accordingly you should not place undue reliance on our forward-looking statements. We have included important factors in the cautionary statements included in this prospectus, particularly in the “Risk Factors” section in this prospectus and the documents incorporated by reference herein, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
You should read this prospectus, the documents incorporated by reference herein and the documents that we have filed as exhibits to the registration statement of which this prospectus is a part, completely and withyou may obtain copies of those documents as described below under the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus and the documents incorporated by reference herein by these cautionary statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
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including our financial statements, and the exhibits to the registration statement of which this prospectus is a part. Unless the context requires otherwise, references in this prospectus to “Bionano,” “we,” “us” and “our” refer to Bionano Genomics, Inc. and its subsidiaries or, as the context may require, Bionano Genomics, Inc. only. “Bionano Laboratories,” “BioDiscovery” and “Purigen” refer to our wholly owned subsidiaries, Lineagen, Inc. (doing business as Bionano Laboratories), BioDiscovery, LLC and Purigen Biosystems, Inc., respectively.
Structural variation refers to large-scale structural differences in the genomic DNA of one individual compared to another. Each structural variation involves the rearrangement or repetition of as few as several hundred to as many as tens of millions of DNA base pairs. Structural variations may be inherited or arise spontaneously,applications across basic, translational and many structural variations cause genetic disordersclinical research, and diseases. Untilfor other applications including cell bioprocessing quality control. Through our commercial launch of the Saphyr system in February 2017, and since,Bionano Laboratories business, we believe no other products existed or exist that could more comprehensively and cost and time-efficiently detect structural variation.
Our customers include researchers and clinicians who seek to uncover and understand the biological or clinical impact of genome variation to improve the diagnosis and treatment ofalso provide diagnostic testing for patients with better clinical testspresentations consistent with autism spectrum disorder and new medicines or to replace existing cytogenetic tests that are expensive, slowother neurodevelopmental disabilities. Through our BioDiscovery business, we offer an industry-leading, platform-agnostic software solution, our NxClinical software, which integrates next-generation sequencing and labor-intense, with a modern solutionmicroarray data designed to simplify workflowprovide analysis, visualization, interpretation and reduce costreporting of copy number variants, single-nucleotide variants and that has the potential to significantly increase diagnostic yieldsabsence of heterozygosity across the industry. Our customers also include researchersgenome in non-human segments, such as agricultural genomics, seeking to advance their understanding of how structural variation impacts industrial applications of plantsone consolidated view. Through our Purigen business, we offer nucleic acid extraction and animals. We have established relationships with key opinion leaders in genomics research and clinical applications, including rare diseases and oncology, andpurification solutions using proprietary isotachophoresis technology, through our installed base of over 138 systems made up of Saphyr and its predecessor system, includes some of the world’s most prominent clinical, translational research, basic research, academic and government institutions as well as leading pharmaceutical and diagnostic companies. Examples include Children’s Hospital of Philadelphia, Children’s National Health System, Boston Children’s Hospital, PerkinElmer, GeneDx, Mayo Clinic, Columbia University, DuPont Pioneer, Garvan Institute of Medical Research, Genentech, McDonnell Genome Institute at Washington University, National Institutes of Health, Pennsylvania State University, Radboud University Medical Center and Salk Institute for Biological Studies.
Approximately 7,000 research use only, or RUO, high throughput sequencers are currently installed worldwide. These sequencers are developed and sold almost entirely by Illumina and are owned by an estimated 3,000 unique customers. Sequencing is very good at detecting genome differences involving just a few base pairs or single-nucleotide variations, which Saphyr cannot detect, but sequencing, including next-generation sequencing, or NGS, cannot reliably detect the larger structural variations that our Saphyr system can detect. Therefore, Saphyr is being adopted alongside this installed base of sequencers as a complement that is designed to give users the ability to see a much wider scope of genome variation than ever before.
The Saphyr system, which is for RUO, is also beginning to be adopted by cytogenetics labs that seek to use it in commercial clinical tests of its patients as a laboratory-developed test, or LDT. We estimate that approximately 2,500 cytogenetics labs exist worldwide. These labs currently rely on existing methods such as karyotyping, fluorescence in situ hybridization, or FISH, and microarrays for clinical tests and research that look at chromosomal structure, location and function in cells. Major guidelines for oncology and genetic disease clinical
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diagnostics recommend first-line structural variation testing by these existing methods. The organizations issuing these guidelines include, among many others, World Health Organization (WHO), National Comprehensive Cancer Network (NCCN), American College of Medical Genetics (ACMG) and American College of Obstetricians & Gynecologists (ACOG).
More than 30 medical institutions are conducting more than 20 human translational research and human clinical studies in 2019 and 2020 to assess Saphyr’s ability to detect structural variations and diagnose patients and, in certain studies, to compare those results to those produced via existing cytogenetic methods. We expect the findings from these studies, whether assessed internally or published by the institution, to help drive adoption of Saphyr beginning in 2020.
Saphyr and its predecessor system, which we collectively refer to as our system in this Annual Report, have been cited by researchers and clinicians in hundreds of publications covering structural variations in areas of high unmet medical need and research interest, such as rare and undiagnosed pediatric diseases, muscular diseases, developmental delays and disorders, prostate cancer and leukemia. Importantly, Saphyr can be used alone to provide comprehensive detection of structural variations and enable diagnostic calls without the need for sequencing or cytogenetic technology. Saphyr enables these diagnostic calls with low cost per patient, high speed and industry leading performance. Saphyr’s performance characteristics include up to 99% sensitivity, less than 2% false positive rates and accurate diagnosis with allele fraction, or the percentage of sample exhibiting the variant, as low as between 3-5%.
Recent Highlights
Below is a summary of selected highlights since our follow-on public offering in October 2019:
Corporate Information
Information contained in, or that can be accessed through, our website is not incorporated by reference into this prospectus and any accompanying prospectus supplement, and you should not consider information on our website to be part of this prospectus. prospectus or in deciding whether to purchase our securities.
The trademarks, trade names and service marks appearing in this prospectus and any accompanying prospectus supplement are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies or products.
• | our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 9, 2023; |
• | our Current Report on Form 8-K (other than information furnished rather than filed) filed with the SEC on February 3, 2023 to the extent the information in such reports is filed and not furnished; and |
• | the description of our common stock in our registration statement on Form 8-A, which was filed with the SEC on August 17, 2018, including all amendments and reports filed for the purpose of updating such description, including Exhibit 4.10 Annual Report on Form 10-K for the year ended December 31, 2022. |
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of
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Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We can remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) ending December 31, 2023, which is the end of the fiscal year following the fifth anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Additionally, even if we no longer qualify as an emerging growth company, as long as we are neither a “large accelerated filer” nor an “accelerated filer,” we would not be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.
We cannot predict if investors will find our securities less attractive because we may rely on these exemptions, which could result in a less active trading market for our securities and increased volatility in the price of our securities.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. We have elected to use this extended transition period. As a result of this election, our timeline to comply with these standards will in many cases be delayed as compared to other public companies that are not eligible to take advantage of this election or have not made this election. Therefore, our financial statements may not be comparable to those of companies that comply with the public company effective dates for these standards.
In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards. As a result, changes in rules of U.S. generally accepted accounting principles or their interpretation, the adoption of new guidance or the application of existing guidance to changes in our business could significantly affect our financial position and results of operations.
Finally, we are a “smaller reporting company” (and may continue to qualify as such even after we no longer qualify as an emerging growth company) and accordingly may provide less public disclosure than larger public companies, including the inclusion of only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.
Private Placements
On
On March 14, 2019, we entered into the Loan and Security Agreement, or the Loan Agreement, dated March 14, 2019, by and among us, Innovatus,be outstanding immediately after this offering as collateral agent, and the lenders listedshown above is based on Schedule 1.1 thereto, including East West Bank. On March 22, 2019, in connection with the receipt of funding with respect to certain term loans under the Loan Agreement, we issued to Innovatus a warrant, or the Innovatus Warrant, to purchase up to 161,987297,182,804 shares of our common stock. The Innovatus Warrant,stock outstanding as amended, is exercisable forof December 31, 2022, and excludes:
On October 16, 2019, we obtained a waiver, or the Waiver, from Innovatus with respect to certain financial covenantsnumber of shares of common stock reserved for issuance under the Loan Agreement. Under2018 ESPP pursuant to evergreen provisions;
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balance
On November 8, 2019, we entered into a Common Stock Issuance Agreement, or the Innovatus Issuance Agreement, with Innovatus, pursuant to which we issued Innovatus 572,9178,339,843 shares of our common stock in accordance with the terms of the Waiver. Also on November 8, 2019, we amended the Innovatus Registration Rights Agreement to include such shares of common stock as Registrable Securities as defined in such agreement. The issuance of our shares of common stockissued between January 1, 2023 and February 28, 2023 pursuant to the Innovatus Purchase Agreement and the Innovatus Issuance Agreement and the issuance of the Innovatus Warrant are collectively referred to as the Private Placements.
Pursuant to the Innovatus Registration Rights Agreement, the Company agreed, upon written request from the selling stockholders, or the Registration Request, to prepare and file with the SEC a registration statement to facilitate the sale and distribution of all or such portion of the Registrable Securities held by the selling stockholders as specified in the Registration Request, subject to certain limitations and conditions. Upon receipt of the Registration Request, we are generally obligated to (i) file such registration statement as soon as practicable, and no later than 60 days following receipt of the Registration Request and (ii) use our commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable and no later than the Effectiveness Deadline, as defined in the Innovatus Registration Rights Agreement. We are also generally obligated to use our commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such registration statement have been publicly sold by the selling stockholders, or (ii) March 14, 2023.
We received a Registration Request from the selling stockholders requesting that we register the resale of an aggregate of 979,421 shares of our common stock. The selling stockholders also requested that we register the resale of 161,987 shares of our common stock issuable upon exercise of the Innovatus Warrant, pursuant to the “Piggyback” registration rights set forth in the IRA.
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The Offering
The selling stockholders named in this prospectus may offer and sell up to an aggregate of 1,141,408 shares of our common stock. Our common stock is currently listed on The Nasdaq Capital Marketthe risk factors discussed under the symbol “BNGO.” Shares of our common stock that may be offered under this prospectus will be fully paid and non-assessable. We will not receive any of the proceeds of sales by the selling stockholders of any of the common stock covered by this prospectus. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and resale, we are referring to the shares of common stock, including shares of common stock in connection with the exercise of warrants, issued to the selling stockholders in the Private Placements, as described in the section entitled “Prospectus Summary—Private Placements” above. When we refer to the selling stockholders in this prospectus, we are referring to the selling stockholders identified in this prospectus and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part.
Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described in the section entitled “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2019,2022, as filedupdated by our subsequent filings, which are incorporated by reference into this prospectus supplement and accompanying prospectus in their entirety, together with all of the Securities and Exchange Commission, or SEC, on March 10, 2020, which descriptions are incorporatedother information contained in this prospectus supplement and the accompanying prospectus or incorporated by reference in their entirety, as well as in anyinto this prospectus supplement hereto. Theseand the accompanying prospectus. The risks and uncertainties described in these documents are not the only ones we face. Other risks and uncertainties, including those that we face. Additional risks and uncertaintiesdo not currently known to us, or that we currently view as immaterial,consider material, may also impair our business.
This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more information, see the section entitled “Where You Can Find Additional Information.” Please also read carefully the section entitled “Special Note Regarding Forward-Looking Statements.” If any of the risks discussed below or uncertainties described in our SEC filings or any additional risks and uncertaintiesincorporated by reference actually occur, our business, financial condition, operating results or cash flows could be materially adversely affected. This could cause the value of our securities to decline, and you may lose all or part of your investment.
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The selling stockholders may sell some, all or none of their shares. We do not know how long the selling stockholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the selling stockholders. As a result, we cannot estimate the number of shares of common stock each of the selling stockholders will beneficially own after termination of sales under this prospectus. In addition, each of the selling stockholders may have sold, transferred or otherwise disposed of all or a portion of its shares of common stock since the date on which it provided information for this table.
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are exercisable as of February 29, 2020, which is 60 days after December 31, 2019. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
The information in the table below and the footnotes thereto regarding shares of common stock to be beneficially owned after the offering assumes the sale of all shares being offered by the selling stockholders under this prospectus. The percentage of shares owned prior to and after the offering is based on 34,274,469 shares of common stock outstanding as of December 31, 2019. This information has been obtained from the selling stockholders or in Schedules 13G or 13D and other public documents filed with the SEC.
Before Offering | After Offering | ||||||||||||||
Name and Address(1) | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | Number of Shares to be Registered(2) | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | ||||||||||
Innovatus Life Sciences Lending Fund I, LP(2) | 1,172,729 | (3) | 3.4 | % | 707,707 | (5) | 465,022 | (7) | 1.3 | % | |||||
Innovatus Life Sciences Offshore Fund I-A, LP(2) | 718,679 | (4) | 2.1 | % | 433,701 | (6) | 284,978 | (8) | 0.8 | % |
Relationship with Selling Stockholders
As discussed in greater detail above under the section “Prospectus Summary—Private Placements,” we issued shares of common stock, including shares of common stock issuable upon exercise of warrants, to the selling stockholders on March 14, 2019, March 22, 2019 and November 8, 2019 pursuant to the Private Placements. We subsequently received a Registration Request from the selling stockholders to file a registration statement to enable the resale of the shares of common stock covered by this prospectus. Innovatus, a selling stockholder, is a party to the Loan Agreement. None of the selling stockholders or any persons having control over such selling stockholders has held any position or office with us or our affiliates within the last three years or has had a material relationship with us or any of our predecessors or affiliates within the past three years, other than in connection with the Loan Agreement or as a result of the ownership of our shares or other securities.
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We are registering the shares of common stock issued to the selling stockholders in the Private Placements and the shares of common stock issuable to the selling stockholders upon the exercise of the selling stockholders’ warrants issued in the Private Placements to permit the resale of such shares of common stock by such holders$200,000,000 from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register such shares of common stock.
Each selling stockholder, which may include donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholdersupplement. Because there is no minimum offering amount required as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of its shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at privately negotiated prices.
A selling stockholder may use any one or more of the following methods when disposing of shares or interests therein:
The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the pledgees, transferees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securitiescondition to close out their short positions, or loan or pledgethis offering, the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into options or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to each such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
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The aggregateactual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares under or fully utilize the selling stockholderssales agreement with Cowen as a source of financing.
The selling stockholdersmay also may resell all oruse a portion of the sharesnet proceeds from this offering to co-develop, acquire or invest in open market transactions, rather than underproducts, technologies or businesses that are complementary to our business. However, we currently have no agreements or commitments for any such uses of proceeds.
The selling stockholders and any underwriters, broker-dealers or agents that participate inus from the sale of the securities offered by us hereunder. Accordingly, our management will have broad discretion in the timing and application of these proceeds. Pending application of the net proceeds as described above, we intend to temporarily invest the proceeds in short-term, interest-bearing instruments.
Assumed public offering price per share | | | | | $1.31 | |
Net tangible book value per share as of December 31, 2022 | | | $0.44 | | | |
Increase in net tangible book value per share attributable to this offering | | | $0.30 | | | |
As adjusted net tangible book per share as of December 31, 2022, after giving effect to this offering | | | | | $0.74 | |
Dilution per share to investors in this offering | | | | | $0.57 |
vesting and settlement of performance-based restricted stock units outstanding as of December 31, 2022; and
If underwriters are used in the sale, the shares of common stock will be acquired by the underwriters for their own account
We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We are required to pay certain fees and expenses incurred by us incident to the registration of the shares of common stock of the selling stockholders. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act, and the selling stockholders may be entitled to contribution. We may be indemnified by the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, or we may be entitled to contribution.
We have agreed with the selling stockholders to keep the registration statement of which this prospectus supplement forms a part, effective untilmore shares of our common stock than we have available and authorized for issuance. Sales of our common stock, if any, will be made at market prices by any method that is deemed to be an “at the earliermarket offering” as defined in Rule 415(a)(4) under the Securities Act.
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The financial statements incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2019, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the Company’s ability to continue as a going concern). Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York has acted as counsel to the agent in connection with this offering.
Statements contained in this prospectus as tosupplement or the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
• | our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 9, 2023; |
• | our Current Report on Form 8-K (other than information furnished rather than filed) filed with the SEC on February 3, 2023 to the extent the information in such reports is filed and not furnished; and |
• | the description of our common stock in our registration statement on Form 8-A, which was filed with the SEC on August 17, 2018, including all amendments and reports filed for the purpose of updating such description, including Exhibit 4.10 Annual Report on Form 10-K for the year ended December 31, 2022. |
We will furnish without chargeprovide to each person, including any beneficial owner, to whom thisa prospectus is delivered, without charge upon written or oral request, a copy of any documentor all of the documents that are incorporated by reference.reference into this prospectus supplement but not delivered with this prospectus supplement, including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents to Bionano Genomics, Inc. 9540 Towne Centre Drive, Suite 100, San Diego, California 92121; telephone: (858) 888-7600.
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In accordance with Rule 412 of the Securities Act, anyAny statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shallinto this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained hereinin this document or in any other subsequently filed document which also is orthat is deemed to be incorporated by reference hereininto this document modifies or supersedes suchthe statement.
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Item 14. Other Expenses of Issuance and Distribution.
Item 14. | Other Expenses of Issuance and Distribution. |
Securities and Exchange Commission Registration Fee | $ | 112 | |
Legal Fees and Expenses | $ | 25,000 | |
Accounting Fees and Expenses | $ | 15,000 | |
Miscellaneous | $ | 1,888 | |
Total | $ | 42,000 |
SEC registration fee | | | $11,594 |
FINRA filing fee | | | * |
Accounting fees and expenses | | | * |
Legal fees and expenses | | | * |
Transfer agent and registrar fees and expenses | | | * |
Trustee fees and expenses | | | * |
Printing and miscellaneous expenses | | | * |
Total | | | $11,594 |
* | The amount of securities and number of offerings are indeterminable and the expenses cannot be estimated at this time. An estimate of the aggregate expenses in connection with the sale and distribution of securities being offered will be included in the applicable prospectus supplement. |
Item 15. Indemnification of Directors and Officers.
Item 15. | Indemnification of Directors and Officers. |
Law of the State of Delaware. Section 102(b)(7) of the Delaware General Corporation Law of the State of Delaware permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director or officer, except for liability for any:
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Section 174 of the Delaware General Corporation Law of the State of Delaware provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.
The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.
There is at present no pending litigation or proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, and we are not currently aware of any threatened litigation or proceeding that may result in a claim for indemnification.
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Item 16. Exhibit Index.
Item 16. | Exhibits. |
Exhibit Number | | | Description |
1.1* | | | Form of Underwriting Agreement. |
| | Sales Agreement, dated March 23, 2021, by and between the Company and Cowen and Company, LLC (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 24, 2021). | |
| | Amendment No. 1 to Sales Agreement, dated March 9, 2023, by and between the Company and Cowen and Company, LLC. | |
3.1 | | | Amended and Restated Certificate of |
3.2 | | | Amended and Restated Bylaws. (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2018). |
4.1 | | | |
4.2 | | | Form of Common Stock |
4.3 | |||
Form of Warrant to Purchase Series D-1 Preferred Stock issued to | |||
| | Form of Warrant to Purchase Common Stock | |
| | Form of Warrant Certificate (included in Exhibit | |
| | Form of Warrant Agent Agreement by and between the Registrant and American Stock Transfer & Trust Company LLC, as warrant agent (incorporated by reference to Exhibit 4.11 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended). | |
| | Form of Warrant to Purchase Common Stock for Service | |
Registration Rights Agreement, | |||
| | Form of Warrant to Purchase Common Stock issued to Investors in October 2019 Public | |
| | Form of Warrant to Purchase Common Stock issued to Investors in April 2020 Public Offering (incorporated by reference to Exhibit 4.16 of the Registrant’s Registration Statement on Form S-1 (File No. 333-237074), as amended). | |
4.11* | | | Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock. |
| | Form of Debt Indenture. | |
4.13* | | | Form of Debt Securities. |
| | Form of Common Stock Warrant Agreement and Warrant Certificate. | |
4.15 | | | Form of |
4.16 | |||
Form of | |||
Debt Securities Warrant | |||
| | Opinion of Cooley LLP. | |
| | Consent of | |
| | Consent of Cooley LLP (included in Exhibit 5.1). | |
| | Power of Attorney (included on signature page). | |
25.1** | | | Statement of Eligibility of Trustee under the Debt Indenture. |
| | Filing Fee Table |
* |
** | To be filed in accordance with the |
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Item 17. Undertakings.
Item 17. | Undertakings. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) |
(ii) |
(iii) |
provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, or the Exchange Act that are incorporated by reference in thethis registration statement or isare contained in a form of prospectus filed pursuant to Rule 424(b) that is part of thethis registration statement.
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(i) |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the |
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statement will, as
(6) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or |
(7) | That, for |
(8) | To file an application for |
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| | |||||
| | | | |||
| | By: | | | /s/ R. Erik Holmlin, Ph.D. | |
| | | | R. Erik Holmlin, Ph.D. | ||
| | | | President and Chief Executive Officer |
POWER OF ATTORNEY
Each
Signature | | | Title | | | Date |
/s/ R. Erik Holmlin, Ph.D. | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | March 10, |
R. Erik Holmlin, Ph.D. | | |||||
| | | | |||
/s/ | | | (Principal Financial and Accounting Officer) | | | March 10, |
| ||||||
| | | | |||
/s/ David L. Barker, Ph.D. | | | Director | | | March 10, |
David L. Barker, Ph.D. | | |||||
| | | | |||
/s/ Yvonne Linney, Ph.D. | | | Director | | | March 10, 2023 |
Yvonne Linney, Ph.D. | | |||||
| | | | |||
/s/ Albert A. Luderer, Ph.D. | | | Director | | | March 10, |
Albert A. Luderer, Ph.D. | | |||||
| | | | |||
/s/ | | | Director | | | March 10, |
| ||||||
| | | | |||
/s/ Aleksandar Rajkovic, M.D., Ph.D. | | | Director | | | March 10, 2023 |
Aleksandar Rajkovic, M.D., Ph.D. | | |||||
| | | | |||
/s/ Christopher Twomey | | | Director | | | March 10, |
Christopher Twomey | | |||||
| | | | |||
/s/ Kristiina Vuori, M.D., Ph.D. | | | Director | | | March 10, |
Kristiina Vuori, M.D., Ph.D. | | |||||
| | | | |||
/s/ Vincent Wong, J.D., M.B.A. | | | Director | | | March 10, 2023 |
Vincent Wong, J.D., M.B.A. | |