Delaware | 26-1756290 | |||||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
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 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||
Emerging growth company | ☐ |
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. |
Exhibit Number | | Description | |
1.1* | | Form of Underwriting Agreement. | |
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3.2 | |||
3.3+ | | ||
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4.1 | | ||
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4.11* | | Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock. | |
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4.13* | | Form of Debt Securities. | |
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25.1** | | Statement of Eligibility of Trustee under the Debt Indenture. | |
* | To be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference, if applicable. |
** | To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the applicable rules thereunder. |
+ | Previously filed with the Registrant’s Registration Statement on Form S-3 (File No. 333-270459), filed March 10, 2023. |
(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) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (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 that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. II-4 (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 |
(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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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. (7) That, for purposes of determining any liability under the Securities Act, (i) the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be a part of the registration statement as of the time it was declared effective; and (ii) each post-effective amendment that contains a form of prospectus 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. (8) |
To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act. |
BIONANO GENOMICS, INC. | |||||||
By: | /s/ R. Erik Holmlin, Ph.D. | ||||||
R. Erik Holmlin, Ph.D. | |||||||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ R. Erik Holmlin, Ph.D. | President, Chief Executive Officer and Director (Principal Executive Officer) | May 8, 2023 | ||
R. Erik Holmlin, Ph.D. | ||||
/s/ Christopher Stewart | Chief Financial Officer (Principal Financial and Accounting Officer) | May 8, 2023 | ||
Christopher Stewart | ||||
* | Director | May 8, 2023 | ||
David L. Barker, Ph.D. | ||||
* | Director | May 8, 2023 | ||
Yvonne Linney, Ph.D. | ||||
* | Director | May 8, 2023 | ||
Albert A. Luderer, Ph.D. | ||||
* | Director | May 8, 2023 | ||
Hannah Mamuszka | ||||
* | Director | May 8, 2023 | ||
Aleksandar Rajkovic, M.D., Ph.D. | ||||
* | Director | May 8, 2023 | ||
Christopher Twomey | ||||
* | Director | May 8, 2023 | ||
Kristiina Vuori, M.D., Ph.D. | ||||
* | Director | May 8, 2023 | ||
Vincent Wong, J.D., M.B.A. |
/s/ R. Erik Holmlin, Ph.D. | |||||||
R. Erik Holmlin, Ph.D. | |||||||
Attorney-in-fact | |||||||