Bionano Announces Pricing of $80.0 Million Registered Offering and Concurrent Private Placement of Senior Secured Convertible Notes and Warrants
Bionano has also granted the Buyer an option to purchase up to an additional
The Notes will not bear regular interest and will mature on
Holders of the Notes will be permitted to convert their Notes into shares of Bionano’s common stock at any time prior to the close of business on the second scheduled trading day (or, if earlier, the standard settlement period for the primary eligible exchange (measured in terms of trading volume for Bionano’s common stock) on which the common stock is traded) immediately before the Maturity Date. The initial conversion rate for the Notes will be 349.1925 shares of Bionano’s common stock per
Subject to terms, conditions and certain exceptions set forth in the Notes, Bionano will have the right to redeem all (but not less than all) of the then outstanding principal amount of the Notes for a cash redemption price equal to the greater of (A) 120% of the then outstanding principal amount of the Notes, plus accrued and unpaid interest; and (B) the sum of (i) 120% of the product of (a) the applicable conversion rate; (b) the total then outstanding principal amount (expressed in thousands) of the Notes; and (c) the highest daily VWAP (as defined in the Notes) per share of Bionano’s common stock during the period beginning on, and including, the fifth VWAP trading day prior to the date that the redemption notice is delivered and ending on, and including, the VWAP trading day immediately preceding the redemption date; and (ii) the accrued and unpaid interest on the Notes.
Holders of the Notes may require Bionano to repurchase the Notes upon a fundamental change (as defined in the Notes) for a cash amount equal to the greater of (A) 115% of the then outstanding principal amount of the Notes to be repurchased, plus accrued and unpaid interest on such Notes; and (B) the sum of (i) 115% of the product of (a) the applicable conversion rate; (b) the total then outstanding principal amount (expressed in thousands) of the Notes to be repurchased; and (c) the average of the five Daily VWAPs per share of Bionano’s common stock during the five consecutive VWAP trading days ending on, and including, the VWAP trading day immediately preceding the effective date of such fundamental change; and (ii) accrued and unpaid interest on such Notes.
The Notes will be secured by a first-priority lien, subject only to certain permitted liens, on substantially all of Bionano’s and its subsidiaries’ (other than certain foreign subsidiaries) tangible and intangible assets, whether now owned or hereafter acquired (other than certain excluded property).
The Notes will be Bionano’s senior secured obligations, will rank pari passu with any Additional Notes, senior in right of payment to all of Bionano’s indebtedness that is expressly subordinated to the Notes in right of payment, effectively senior to all of Bionano’s unsecured indebtedness to the extent of the collateral securing the Notes, effectively junior to all of Bionano’s indebtedness secured by permitted liens, to the extent of the value of the assets subject to such permitted liens and to the extent such permitted liens have lien priority by contract or law and structurally junior to all indebtedness and other liabilities (including trade payables) of Bionano’s subsidiaries that are not party to the security documents.
TD Cowen and Stifel are acting as co-lead placement agents for the offering. BTIG is acting as placement agent for the offering.
The offering of the Registered Notes and Registered Warrants is being made pursuant to an effective shelf registration statement on Form S-3 filed with the
A prospectus supplement relating to and describing the terms of the offering will be filed with the
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of such state or jurisdiction.
Bionano is a provider of genome analysis solutions that can enable researchers and clinicians to reveal answers to challenging questions in biology and medicine. Bionano’s mission is to transform the way the world sees the genome through OGM solutions, diagnostic services and software. Bionano offers OGM solutions for applications across basic, translational and clinical research. Through its
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “can,” “could,” “may” “potential” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances and the negatives thereof) convey uncertainty of future events or outcomes and are intended to identify these forward-looking statements. Forward-looking statements include statements regarding the ability to close the offering of the Registered Notes and the Registered Warrants, the concurrent private placement and any subsequent private placement; expected gross proceeds; and the timing for the closing of the offering of the Registered Notes and the Registered Warrants, the concurrent private placement and any subsequent private placement.
Each of these forward-looking statements involves risks and uncertainties. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include the risks and uncertainties associated with: the impact of geopolitical and macroeconomic developments, such as recent and future bank failures, the ongoing
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Source: Bionano Genomics