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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Accelerated filer ☐
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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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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
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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2,100,000(2)
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$0.63(3)
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$1,323,000(3)
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$171.73
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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,
par value $0.0001 per share (“Common Stock”), of Bionano Genomics, Inc. (the “Registrant”) that become issuable under the
Registrant’s 2020 Inducement Plan (the “Inducement Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of
consideration which results in an increase in the number of outstanding shares of Common Stock.
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(2)
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Represents shares of Common Stock reserved for issuance under the Inducement Plan.
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(3)
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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 price per share and aggregate offering price are based upon the average of the high and low
prices of the Common Stock on August 27, 2020, as reported on the Nasdaq Capital Market.
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Exhibit Number
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Description
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4.1(1)
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Amended and Restated Certificate of Incorporation of the Registrant.
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4.2(1)
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Amended and Restated Bylaws of the Registrant.
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4.3(2)
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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 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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99.1(3)
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Bionano Genomics, Inc. 2020 Inducement Plan.
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99.2(3)
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Form of Stock Option Grant Notice and Stock Option Agreement under the Bionano Genomics, Inc. 2020 Inducement Plan.
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(1)
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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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(2)
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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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(3)
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Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2020.
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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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Chief Executive Officer and Director
(Principal Executive and Financial Officer)
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August 28, 2020
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R. Erik Holmlin, Ph.D.
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/s/ Mark Adamchak
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Controller
(Principal Accounting Officer)
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August 28, 2020
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Mark Adamchak
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/s/ David L. Barker, Ph.D.
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Director
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August 28, 2020
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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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August 28, 2020
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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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August 28, 2020
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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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August 28, 2020
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Hannah Mamuszka
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/s/ Christopher Twomey
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Director
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August 28, 2020
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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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August 28, 2020
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Kristiina Vuori, M.D., Ph.D.
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Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com |
By:
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/s/ Thomas A. Coll | |
Thomas A. Coll
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