Delaware
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26-1756290
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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9540 Towne Centre Drive, Suite 100
San Diego, California
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92121
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(Address of Principal Executive Offices)
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(Zip Code)
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Thomas A. Coll, Esq.
James C. Pennington, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
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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
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
|
☒
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Smaller reporting company
|
☒
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Emerging growth company
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☒
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Title of Securities
to be Registered
|
Amount
to be
Registered(1)
|
Proposed
Maximum
Offering Price
Per Share(2)
|
Proposed
Maximum
Aggregate
Offering Price(2)
|
Amount of
Registration Fee
|
2018 Equity Incentive Plan
Common Stock, $0.0001 par value per share
|
1,713,723(3)
|
$0.75
|
$1,285,293
|
$167
|
2018 Employee Stock Purchase Plan
Common Stock, $0.0001 par value per share
|
220,000(4)
|
$0.75
|
$165,000
|
$22
|
Total
|
1,933,723
|
$1,450,293
|
$189
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional shares of Common Stock (“Common Stock”) of Bionano Genomics, Inc. (the “Registrant”) that
become issuable under the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”) or the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
|
||
(2)
|
This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate
offering price are based upon the average of the high and low prices of the Common Stock on March 9, 2020, as reported on the Nasdaq Capital Market.
|
||
(3)
|
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 Plan on January 1, 2020 pursuant to an “evergreen” provision
contained in the 2018 Plan. Pursuant to such provision, on January 1st of each year through January 1, 2028, the number of shares authorized for issuance under
the 2018 Plan will be automatically increased by the lesser of: (a) 5% of the total number of shares of capital stock of the Registrant outstanding on December 31 of the preceding calendar year; or (b) such lesser number of shares of Common
Stock as the Registrant’s board of directors (the “Board”) may designate prior to the applicable January 1st.
|
||
(4)
|
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 ESPP on January 1, 2020 pursuant to an “evergreen” provision
contained in the 2018 ESPP. Pursuant to such provision, on January 1st of each year through January 1, 2028, the number of shares authorized for issuance under
the 2018 ESPP will be automatically increased by a number equal to the lesser of: (a) 1% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; (b) 220,000 shares; or (c) such lesser number
of shares of Common Stock as the Board may designate prior to the applicable January 1st.
|
Exhibit
Number
|
Description
|
Amended and Restated Certificate of Incorporation of the Registrant.
|
|
Amended and Restated Bylaws of the Registrant.
|
|
Form of Common Stock Certificate of the Registrant.
|
|
Opinion of Cooley LLP.
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
Consent of Cooley LLP. Reference is made to Exhibit 5.1.
|
|
Power of Attorney. Reference is made to the signature page hereto.
|
|
Bionano Genomics, Inc. 2018 Equity Incentive Plan.
|
|
Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the 2018 Plan.
|
|
Bionano Genomics, Inc. 2018 Employee Stock Purchase Plan.
|
(1)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2018.
|
(2)
|
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended.
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(3)
|
Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-227073).
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BIONANO GENOMICS, INC.
|
||
By:
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/s/ R. Erik Holmlin, Ph.D.
|
|
R. Erik Holmlin, Ph.D.
|
||
President and Chief Executive Officer
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Signature
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Title
|
Date
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/s/ R. Erik Holmlin, Ph.D.
|
Chief Executive Officer and Director
|
March 10, 2020
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R. Erik Holmlin, Ph.D.
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(Principal Executive and Financial Officer)
|
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/s/ Mark Adamchak
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Controller
|
March 10, 2020
|
Mark Adamchak
|
(Principal Accounting Officer)
|
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/s/ David L. Barker, Ph.D.
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Director
|
March 10, 2020
|
David L. Barker, Ph.D.
|
||
/s/ Albert A. Luderer, Ph.D.
|
Director
|
March 10, 2020
|
Albert A. Luderer, Ph.D.
|
||
/s/ Junfeng Wang
|
Director
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March 10, 2020
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Junfeng Wang
|
||
/s/ Christopher Twomey
|
Director
|
March 10, 2020
|
Christopher Twomey
|
||
/s/ Kristiina Vuori, M.D., Ph.D.
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Director
|
March 10, 2020
|
Kristiina Vuori, M.D., Ph.D.
|
Thomas A. Coll
+1 858 550 6013
collta@cooley.com
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March 10, 2020
Page Two
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By:
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/s/ Thomas A. Coll
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Thomas A. Coll
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