BIONANO GENOMICS, INC. |
(Name of Issuer)
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Common Stock |
(Title of Class of Securities)
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09075F107 |
(CUSIP Number)
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Andrew W. Hobson
777 Third Avenue, 25th Floor
New York, NY 10017
212-698-4595
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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March 22, 2019 |
(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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Innovatus Life Sciences GP, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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474,745(1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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474,745(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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474,745(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.63%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAMES OF REPORTING PERSONS
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Innovatus Life Sciences Lending Fund I, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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474,745(1)
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9
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SOLE DISPOSITIVE POWER
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0
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||||
10
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SHARED DISPOSITIVE POWER
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474,745(1)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
474,745(1)
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.63%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAMES OF REPORTING PERSONS
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Innovatus Capital Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
|
|
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0
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|||
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||||
8
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SHARED VOTING POWER
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||
568,491(1)
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||||
9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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||
568,491(1)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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568,491(1)
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
|
||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.54%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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1
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NAMES OF REPORTING PERSONS
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Innovatus Life Sciences Offshore GP, LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
|
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
8
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SHARED VOTING POWER
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93,746
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||||
9
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SOLE DISPOSITIVE POWER
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||
0
|
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|
|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
93,746
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|
|
|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
93,746
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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||
0.93%
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
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|
|||
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1
|
NAMES OF REPORTING PERSONS
|
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|
||
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|
|||
Innovatus Life Sciences Offshore Fund I, LP
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Cayman Islands
|
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|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
93,746
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
93,746
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
93,746
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.93%
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|||
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||||
14
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TYPE OF REPORTING PERSON
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PN
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Shares Deemed to be
Beneficially Owned By: |
Nature of
Ownership |
Percentage
of Class |
(A) Innovatus GP:
|
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474,745
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Shared Voting and Shared Dispositive Power (1)
|
4.63%
|
(B) Innovatus Fund: |
||
474,745 | Shared Voting and Shared Dispositive Power (2) |
4.63% |
(C) Innovatus Management:
|
||
568,491
|
Shared Voting and Shared Dispositive Power (3)
|
5.54%
|
(D) Innovatus Offshore GP:
|
||
93,746
|
Shared Voting and Shared Dispositive Power (4)
|
0.93%
|
(E) Innovatus Offshore GP: |
||
93,746 |
Shared Voting and Shared Dispositive Power (5) |
0.93% |
(F) Innovatus Holdings:
|
||
0
|
None
|
0%
|
(G) Innovatus Offshore Holdings: |
||
0 |
None | 0% |
(E) Innovatus Offshore Holdings:
|
||
0
|
None
|
0%
|
(H) David Schiff:
|
|
|
0 | None | 0% |
(1) |
Because Innovatus GP is the general partner of Innovatus Fund and, as such, has the authority to exercise voting or dispositive power with respect to shares of its portfolio companies, including the Shares of the Company, it could be deemed to share
the power to vote and dispose or direct the disposition of such Shares.
|
(2)
|
Because Innovatus Fund has the authority to exercise voting or dispositive power with respect to shares of its portfolio companies, including
the Shares of the Company, it could be deemed to have the power to vote and dispose or direct the disposition of such Shares.
|
(3) |
Because Innovatus Management is the investment manager of Innovatus Fund and Innovatus Offshore Fund and, as such, holds discretionary
investment authority and voting power with respect to shares of its portfolio companies, including the Shares of the Company, it could be deemed to have the shared power to vote and dispose or direct the disposition of such Shares.
|
(4) |
Because Innovatus Offshore GP is the general partner of Innovatus Offshore Fund and, as such, has the authority to exercise voting or
dispositive power with respect to shares of its portfolio companies, including the Shares
of the Company, it could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
|
(5) |
Because Innovatus Offshore Fund has the authority to exercise voting or dispositive power with respect to shares of its portfolio companies,
including the Shares of the Company, it could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
|
INNOVATUS LIFE SCIENCES GP, LP
|
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Dated: April 1, 2019 |
By:
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/s/ Andrew W. Hobson
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Name: Andrew W. Hobson
|
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Title: Authorized Signatory
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INNOVATUS LIFE SCIENCES LENDING FUND I, LP |
||||
By: INNOVATUS LIFE SCIENCES GP, LP, its general partner
|
||||
Dated: April 1, 2019 |
By:
|
/s/ Andrew W. Hobson
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Name: Andrew W. Hobson
|
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Title: Authorized Signatory
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INNOVATUS CAPITAL PARTNERS, LLC
|
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Dated: April 1, 2019 |
By:
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/s/ Andrew W. Hobson
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Name: Andrew W. Hobson
|
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Title: Authorized Signatory
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INNOVATUS LIFE SCIENCES OFFSHORE GP, LP
|
|||
Dated: April 1, 2019 |
By:
|
/s/ Andrew W. Hobson
|
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Name: Andrew W. Hobson
|
|||
Title: Authorized Signatory
|
INNOVATUS LIFE SCIENCES OFFSHORE FUND I, LP |
||||
By: INNOVATUS LIFE SCIENCES OFFSHORE GP, LP, its general partner
|
||||
Dated: April 1, 2019 |
By:
|
/s/ Andrew W. Hobson
|
||
Name: Andrew W. Hobson
|
||||
Title: Authorized Signatory
|
INNOVATUS LIFE SCIENCES GP, LP
|
|||
Dated: April 1, 2019 |
By:
|
/s/ Andrew W. Hobson
|
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Name: Andrew W. Hobson
|
|||
Title: Authorized Signatory
|
INNOVATUS LIFE SCIENCES LENDING FUND I, LP |
||||
By: INNOVATUS LIFE SCIENCES GP, LP, its general partner
|
||||
Dated: April 1, 2019 |
By:
|
/s/ Andrew W. Hobson
|
||
Name: Andrew W. Hobson
|
||||
Title: Authorized Signatory
|
INNOVATUS CAPITAL PARTNERS, LLC
|
|||
Dated: April 1, 2019 |
By:
|
/s/ Andrew W. Hobson
|
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Name: Andrew W. Hobson
|
|||
Title: Authorized Signatory
|
INNOVATUS LIFE SCIENCES OFFSHORE GP, LP
|
|||
Dated: April 1, 2019 |
By:
|
/s/ Andrew W. Hobson
|
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Name: Andrew W. Hobson
|
|||
Title: Authorized Signatory
|
INNOVATUS LIFE SCIENCES OFFSHORE FUND I, LP |
||||
By: INNOVATUS LIFE SCIENCES OFFSHORE GP, LP, its general partner
|
||||
Dated: April 1, 2019 |
By:
|
/s/ Andrew W. Hobson
|
||
Name: Andrew W. Hobson
|
||||
Title: Authorized Signatory
|