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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☒
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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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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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|||
2018 Equity Incentive Plan, as amended
Common Stock, $0.0001 par value per share
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9,497,647(3)
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$8.90
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$84,529,058.30
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$9,222.13
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|||
2018 Employee Stock Purchase Plan
Common Stock, $0.0001 par value per share
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220,000(4)
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$8.90
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$1,958,000
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$213.62
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|||
Total
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9,717,647
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$86,487,058.30
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$9,435.75
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||||
(1)
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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, as amended (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.
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||||||
(2)
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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 proposed maximum offering price per share and proposed maximum aggregate offering price are
based upon the average of the high and low sale prices of the Common Stock on March 18, 2021, as reported on the Nasdaq Capital Market.
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||||||
(3)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 Plan on January 1, 2021 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.
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||||||
(4)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 ESPP on January 1, 2021 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.
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Exhibit
Number
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Description
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Amended and Restated Certificate of Incorporation of the Registrant, as amended.
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Amended and Restated Bylaws of the Registrant.
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Form of Common Stock Certificate of the Registrant.
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Opinion of Cooley LLP.
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Consent of BDO USA LLP, Independent Registered Public Accounting Firm.
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
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Consent of Cooley LLP. Reference is made to Exhibit 5.1.
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Power of Attorney. Reference is made to the signature page hereto.
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Bionano Genomics, Inc. 2018 Equity Incentive Plan, as amended.
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Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the 2018 Plan.
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Bionano Genomics, Inc. 2018 Employee Stock Purchase Plan.
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(1)
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Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2021.
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(2)
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Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2018.
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(3)
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Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended.
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(4)
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Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-245764).
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(5)
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Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-227073).
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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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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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President, Chief Executive Officer and Director
(Principal Executive Officer)
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March 24, 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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March 24, 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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March 24, 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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March 24, 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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March 24, 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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March 24, 2021
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Hannah Mamuszka
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/s/ Christopher Twomey
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Director
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March 24, 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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March 24, 2021
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Kristiina Vuori, M.D., Ph.D.
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By: |
/s/ Thomas A. Coll
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Thomas A. Coll
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