BIONANO GENOMICS, INC
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(Name of Issuer - as specified in its charter)
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Common Stock
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(Title of Class of Securities)
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09075F107
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(CUSIP Number)
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Andrew W. Hobson
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777 Third Avenue, 25th Floor
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New York, NY 10017
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212-698-4595
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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November 1, 2019
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(Date of Event which Requires Filing of this Statement)
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1
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NAME OF REPORTING PERSON
Innovatus Life Sciences GP, LP
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ☐ (a) ☐ ☐ (b)
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3
|
SEC USE ONLY
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||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
1,218,703.80 (1)
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||
9
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SOLE DISPOSITIVE POWER
0
|
||
10
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SHARED DISPOSITIVE POWER
1,218,703.80 (1)
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,218,703.80 (1)
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||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.58%
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||
14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
Innovatus Life Sciences Lending Fund I, LP
|
||
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,218,703.80 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,218,703.80 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,218,703.80 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.58%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
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NAME OF REPORTING PERSON
Innovatus Capital Partners, LLC
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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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,891,408 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,891,408 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,891,408 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.59%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
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NAME OF REPORTING PERSON
Innovatus Life Sciences Offshore GP, LP
|
||
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
672,704.20 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
672,704.20 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
672,704.20 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Innovatus Life Sciences Offshore Fund I-A, LP
|
||
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
672,704.20 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
672,704.20 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
672,704.20 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%
|
||
14
|
TYPE OF REPORTING PERSON
PN
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Shares Deemed to be
Beneficially Owned By: |
Nature of
Ownership |
Percentage
of Class |
(A) Innovatus GP:
|
||
1,218,703.80
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Shared Voting and Shared Dispositive Power (1)
|
5.58%
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(B ) Innovatus Fund:
|
||
1,218,703.80
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Shared Voting and Shared Dispositive Power (2)
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5.58%
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(C) Innovatus Management:
|
||
1,891,408
|
Shared Voting and Shared Dispositive Power (3)
|
8.59%
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(D) Innovatus Offshore GP:
|
||
672,704.20
|
Shared Voting and Shared Dispositive Power (4)
|
3.10%
|
(E) Innovatus Offshore Fund:
672,704.20
|
Shared Voting and Shared Dispositive Power (5)
|
3.10%
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(F) Innovatus Flagship Parent GP, LLC:
|
||
0
|
None
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0%
|
(G) Innovatus Offshore Parent GP, LLCs:
|
||
0
|
None
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0%
|
(G) David Schiff:
|
||
0
|
None
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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.
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(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.
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INNOVATUS LIFE SCIENCES GP, LP | |||
Date: November 12, 2019
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By:
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/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 |
Date: November 12, 2019
|
By:
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/s/ Andrew W. Hobson |
|
Name: Andrew W. Hobson |
|||
Title: Authorized Signatory | |||
INNOVATUS CAPITAL PARTNERS, LLC. |
Date: November 12, 2019
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By:
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/s/ Andrew W. Hobson |
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Name: Andrew W. Hobson |
|||
Title: Authorized Signatory |
INNOVATUS LIFE SCIENCES OFFSHORE GP, LP |
Date: November 12, 2019
|
By:
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/s/ Andrew W. Hobson |
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Name: Andrew W. Hobson |
|||
Title: Authorized Signatory | |||
INNOVATUS LIFE SCIENCES OFFSHORE FUND I-A, LP | |||
By: INNOVATUS LIFE SCIENCES OFFSHORE GP, LP, its general partner |
Date: November 12, 2019
|
By:
|
/s/ Andrew W. Hobson |
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Name: Andrew W. Hobson |
|||
Title: Authorized Signatory | |||