As filed with the Securities and Exchange Commission on April 2, 2020
Registration No. 333-237074
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIONANO GENOMICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3826 | 26-1756290 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
9540 Towne Centre Drive, Suite 100
San Diego, CA 92121
(858) 888-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
R. Erik Holmlin, Ph.D.
President and Chief Executive Officer
Bionano Genomics, Inc.
9540 Towne Centre Drive, Suite 100
San Diego, CA 92121
(858) 888-7600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas A. Coll, Esq. James C. Pennington, Esq. Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 | 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 | Ivan K. Blumenthal, Esq. Cliff M. Silverman, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Chrysler Center 666 Third Avenue New York, NY 10017 (212) 935-3000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☒ 333-237074
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| 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. ☐
This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory Note
This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-237074), as amended, declared effective on April 1, 2020 by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) and the Exhibit Index of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits.
| | Description of Document |
| | Opinion of Cooley LLP. |
| | Consent of Cooley LLP (included in Exhibit 5.1). |
| | Power of Attorney (included on the signature page of the Registration Statement on Form S-1, as amended (File No. 333-237074), filed with the Securities and Exchange Commission on March 11, 2020 and incorporated herein by reference). |
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on the 2nd day of April, 2020.
| | BIONANO GENOMICS, INC. |
| | |
| | By: | /s/ R. Erik Holmlin, Ph.D. |
| | | R. Erik Holmlin, Ph.D. |
| | | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
/s/ R. Erik Holmlin, Ph.D. R. Erik Holmlin, Ph.D. | | Chief Executive Officer and Director (Principal Executive and Financial Officer) | | April 2, 2020 |
Mark Adamchak | | Controller (Principal Accounting Officer) | | April 2, 2020 |
/s/ David L. Barker, Ph.D.* David L. Barker, Ph.D. | | Director | | April 2, 2020 |
/s/ Albert A. Luderer, Ph.D.* Albert A. Luderer, Ph.D. | | Director | | April 2, 2020 |
Junfeng Wang | | Director | | April 2, 2020 |
Christopher Twomey | | Director | | April 2, 2020 |
/s/ Kristina Vuori, M.D., Ph.D.* Kristiina Vuori, M.D., Ph.D. | | Director | | April 2, 2020 |
| * | Pursuant to Power of Attorney |
| | | |
| By: | /s/ R. Erik Holmlin, Ph.D. | |
| | R. Erik Holmlin, Ph.D. | |
| | Attorney-in-Fact | |
