UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15th(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2021

Bionano Genomics, Inc.

(Exact Name of Registrant as Specified in its Charter)

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 obligation of the registrant under any of the following provisions:

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		BNGO		The Nasdaq Stock Market, LLC
Warrants to purchase Common Stock		BNGOW		The Nasdaq Stock Market, LLC

---

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On January 19, 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 $7.7 million of additional cash received between January 1, 2021 and January 15, 2021 pursuant to the exercise of warrants to purchase our common stock, approximately $16.9 million of gross proceeds, before deducting underwriting discounts and commissions and offering expenses, received between January 1, 2021 and January 15, 2021 pursuant to the sale of shares of our common stock pursuant to our At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc., and approximately $101.8 million of gross proceeds, before deducting underwriting discounts and commissions and offering expenses, from the sale of shares of our common stock in our underwritten public offering completed on January 12, 2021. In addition, as of January 15, 2021, we had 238,496,902 shares of our common stock outstanding.

 

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 or the period from January 1, 2021 to January 15, 2021, 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 and the first quarter ended March 31, 2021 are not yet complete and, as a result, our final results upon completion of our closing procedures may vary from these preliminary estimates, 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.

 

Forward-Looking Statements

 

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.

 

---