On April 1, 2020, Bionano Genomics, Inc. (the “Company”) entered into an underwriting agreement with Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I thereto, relating to
the public offering, issuance and sale of 16,896,000 shares of its common stock and, to certain investors, pre-funded warrants to purchase 37,650,000 shares of its common stock, and accompanying common warrants to purchase up to an aggregate of
54,546,000 shares of its common stock. Each share of common stock and pre-funded warrant to purchase one share of common stock was sold together with a common warrant to purchase one share of common stock. The public offering price of each share of
common stock and accompanying common warrant was $0.33 and $0.329 for each pre-funded warrant and accompanying common warrant. The pre-funded warrants are immediately exercisable at a price of $0.001 per share of common stock. The common warrants are
immediately exercisable at a price of $0.33 per share of common stock and will expire five years from the date of issuance. The shares of common stock and pre-funded warrants, and the accompanying common warrants, were issued separately and were
immediately separable upon issuance. The offering closed on April 6, 2020.
The gross proceeds to the Company, before deducting underwriting discounts and commissions and other offering expenses, were approximately $18.0 million. The Company anticipates using the net proceeds from the offering
to repay $2.9 million of indebtedness and the remainder primarily for general corporate purposes, including working capital, sales and marketing activities, general and administrative matters and capital expenditures.
The offering was made only by means of a prospectus forming a part of the effective registration statements (File Nos. 333-237074 and 333-237544) relating to the
offering of these securities.
The disclosures in this report shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these
securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Forward Looking Statements
Statements in this report that are not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include,
without limitation, statements regarding the anticipated use of the net proceeds. Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “will,” “may,” “goal,” “potential” and similar expressions are intended to identify forward-looking
statements, though not all forward-looking statements necessarily contain these identifying words. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and
uncertainties associated with the Company’s business and financial condition in general, including the risks and uncertainties described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities
and Exchange Commission (the “SEC”), and subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are
qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this report.