UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2021
Bionano Genomics, Inc
(Exact Name of Registrant as Specified in its Charter)
Delaware
| | 001-38613
| | 26-1756290
|
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
9540 Towne Centre Drive, Suite 100 San Diego, California | | 92121
|
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (858) 888-7600
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.0001 par value per share
| BNGO
| The Nasdaq Stock Market LLC
|
Warrants to purchase Common Stock
| BNGOW
| The Nasdaq Stock Market LLC
|
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).
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 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On March 23, 2021, Bionano Genomics, Inc. (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC, pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $350.0 million, through or to Cowen, acting as sales agent or principal. The shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 19, 2021 and became automatically effective upon such filing and a related prospectus supplement filed with the SEC on March 24, 2021.
The Company is not obligated to sell any shares under the Sales Agreement. Each time the Company wishes to issue and sell shares under the Sales Agreement, the Company will notify Cowen of the number of shares to be issued, the dates on which such sales may be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Unless Cowen declines to accept the terms of such notice, subject to the terms and conditions of the Sales Agreement, Cowen has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. Under the Sales Agreement, Cowen may sell shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the U.S. Securities Act of 1933, as amended. The Company will pay Cowen in cash a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse certain legal fees and disbursements and provide Cowen with customary indemnification and contribution rights. The Sales Agreement may be terminated by Cowen or the Company at any time upon 10 day’s prior notice to the other party, or by Cowen at any time in certain circumstances, including the occurrence of a material adverse effect on the Company’s business or financial position that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the shares.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The legal opinion of Cooley LLP relating to the shares of the Company’s common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares, nor shall there be any offer, solicitation or sale of such shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| | Sales Agreement, dated March 23, 2021, by and between the Company and Cowen and Company, LLC. |
| | Opinion of Cooley LLP. |
| | Consent of Cooley LLP (contained in Exhibit 5.1). |
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.
| | Bionano Genomics, Inc. |
| | | |
| Date: March 24, 2021 | By: | | /s/ R. Erik Holmlin, Ph.D. |
| | | | R. Erik Holmlin, Ph.D. |
| | | | President and Chief Executive Officer |
| | | | (Principal Executive Officer) |
