UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to
Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2021
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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 obligations of the registrant under any of the
following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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. ☐
Explanatory Note
On January 7, 2021, Bionano Genomics, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the
“Original Form 8-K”) to disclose, among other things, expected total revenue for the three months ended December 31, 2020, expected cash and cash equivalents as of December 31, 2020, and approximate cash received between January 1, 2021 and January
6, 2021 pursuant to the exercise of warrants to purchase the Company’s common stock (the “Preliminary Financial Information”).
The Original Form 8-K included an incorrect statement that the Company received
approximately $15.0 million of additional cash between January 1, 2021 and January 6, 2021 pursuant to the exercise of warrants to purchase the Company’s common stock. Accordingly, this Form 8-K/A amends the Original Form 8-K to restate the Company’s disclosure with respect to the Preliminary Financial Information in Items 2.02 and 8.01 of the Original Form 8-K. In this Form 8-K/A, “we,” “us” and “our” refer to the Company.
Item 2.02 Results of Operations and Financial Condition.
On January 7, 2021, we announced the commencement of a proposed underwritten public offering of our common stock. In connection with the proposed offering,
we filed a preliminary prospectus supplement in which we disclosed that we expect to report that our total revenue for the three months ended December 31, 2020, was between $3.8 and $4.2 million and cash and cash equivalents as of December 31,
2020, was between $38.0 and $39.0 million. This amount of cash and cash equivalents excludes approximately $17.0 million of additional cash received between January 1, 2021 and January 6, 2021 pursuant to the exercise of warrants to purchase our
common stock. These amounts reflect our estimates based solely upon information available to us as of the date of this Current Report on Form 8-K, are not a comprehensive statement of our financial results or position as of or for the quarter ended
December 31, 2020, and have not been audited, reviewed or compiled by our independent registered public accounting firm. Our financial closing procedures for the quarter ended December 31, 2020 are not yet complete and, as a result, our final
results upon completion of our closing procedures may vary from this preliminary estimate, and any such differences may be material.
Item 8.01 Other Events.
The information contained in Item 2.02 above is incorporated herein by reference.
On January 7, 2021, we made available on our website the slide presentation attached hereto as Exhibit 99.1. Information contained in this slide
presentation may be used in meetings with institutional investors or analysts.
Forward-Looking Statements
This Current Report on Form 8-K/A contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any
statements in this report that are not historical facts may be considered “forward-looking statements,” including, but not limited to, statements regarding our preliminary estimates of revenue and cash and cash equivalents as of December 31, 2020.
Forward-looking statements are typically, but not always, identified by the use of words such as “may,” “would,” “believe,” “intend,” “plan,” “anticipate,” “estimate,” “expect,” and other similar terminology. Forward-looking statements are based on
current expectations of management and upon what management believes to be reasonable assumptions based on information currently available to it, and are subject to risks and uncertainties. Such risks and uncertainties may cause actual results to
differ materially from the expectations set forth in the forward-looking statements. Such risks and uncertainties include, but are not limited to, risks related to preliminary financial results, including the risks that the preliminary financial
results reported herein reflect information available to us only at this time and may differ from actual results, including in connection with our completion of financial closing procedures, risks associated with market conditions, risks and
uncertainties associated with our business and finances in general, risks associated with the COVID-19 global pandemic, as well as other risks detailed in our recent filings on Forms 10-K and 10-Q with SEC. We undertake no obligation to update any
forward-looking statements to reflect new information, events or circumstances, or to reflect the occurrence of unanticipated events.
This Current Report on Form 8-K/A shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being
made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, nor shall there be any sale of our securities in any state or jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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Slide Presentation (previously filed).
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104
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Inline XBRL for the cover page of this Current Report on Form 8-K.
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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.
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Bionano Genomics, Inc.
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Date: January 8, 2021
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By:
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/s/ R. Erik Holmlin, Ph.D.
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R. Erik Holmlin, Ph.D.
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President and Chief Executive Officer
(Principal Executive Officer)
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