As filed with the U.S. Securities and Exchange Commission on January 8, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Bionano Genomics, Inc.
(Exact name of registrant as specified in its charter)
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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 Number)
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9540 Towne Centre Drive, Suite 100
San Diego, California 92121
(858) 888-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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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
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
Thomas A. Coll, Esq.
James C. Pennington, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
____________________
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☒ 333-245762
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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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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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the
Securities Act. ☐
| CALCULATION OF REGISTRATION FEE |
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Title of Securities
to be Registered
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Proposed Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee(2)
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Common Stock, $0.0001 par value per share
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$17,000,000
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$1,855.00
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(1)
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The registrant previously registered securities at an aggregate offering price not to exceed $125,000,000 on a Registration Statement on Form S-3 (File No. 333-245762), which was initially filed by the registrant on August 14, 2020 and
declared effective on August 25, 2020 (the “Prior Registration Statement”). In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), an additional amount of securities having a proposed maximum
aggregate offering price of $17,000,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares, representing no more than 20% of the maximum aggregate offering price
of unsold securities under the Prior Registration Statement. In no event will the maximum aggregate offering price of all securities issued pursuant to this Registration Statement and the Prior Registration Statement exceed that registered
under such Registration Statements.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Bionano Genomics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-3 (this “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-3 (File No. 333-245762) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on August 14, 2020, and
which the Commission declared effective on August 25, 2020.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of securities offered by the Registrant by a proposed aggregate offering price of
$17,000,000, which includes shares that may be sold by the Registrant in the event the underwriters exercise their option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for issuance
and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. The information set forth in the Prior Registration Statement and
all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
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Exhibit
Number
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Description
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Opinion of Cooley LLP (incorporated by reference to Exhibit 5.1 to the Prior Registration Statement).
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Consent of Deloitte & Touche LLP, independent registered public accounting firm.
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Consent of Cooley LLP (included in Exhibit 5.1)
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Power of Attorney (incorporated by reference to Exhibit 24.1 to the Prior Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on January 8, 2021.
| Bionano Genomics, Inc. | ||
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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
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ R. Erik Holmlin, Ph.D.
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Chief Executive Officer and Director
(Principal Executive Officer)
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January 8, 2021
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| R. Erik Holmlin, Ph.D. | ||||
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/s/ Christopher Stewart
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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January 8, 2021
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| Christopher Stewart | ||||
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/s/ David L. Barker, Ph.D.*
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Director
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January 8, 2021
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| David L. Barker, Ph.D. | ||||
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/s/ Yvonne Linney, Ph.D.*
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Director
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January 8, 2021
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| Yvonne Linney, Ph.D. | ||||
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/s/ Albert A. Luderer, Ph.D.*
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Director
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January 8, 2021
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| Albert A. Luderer, Ph.D. | ||||
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/s/ Hannah Mamuszka*
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Director
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January 8, 2021
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| Hannah Mamuszka | ||||
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/s/ Christopher Twomey*
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Director
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January 8, 2021
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| Christopher Twomey | ||||
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/s/ Kristiina Vuori, M.D., Ph.D.*
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Director
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January 8, 2021
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| Kristiina Vuori, M.D., Ph.D. |
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*Pursuant to power of attorney
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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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Attorney-in-fact
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement No. 333-245762 on Form S-3 filed pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, of our report dated March 10, 2020, relating to the financial statements of Bionano Genomics, Inc. appearing in the Annual Report on Form 10-K of Bionano Genomics, Inc. for the year ended December 31, 2019.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
January 8, 2021