UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2023

Bionano Genomics, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-38613
26-1756290
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

9540 Towne Centre Drive, Suite 100
San Diego, California
92121
(Address of Principal Executive Offices)
(Zip Code)

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 obligations of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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. ☐

EXPLANATORY NOTE

On March 10, 2023, Bionano Genomics, Inc. (the “Company”) filed a Registration Statement on Form S-3, as amended (File No. 333-270459) (the “Registration Statement”), with the Securities and Exchange Commission, which included a prospectus supplement relating to the offer and sale by the Company of up to $200.0 million of shares of the Company’s common stock (“Common Stock”) through Cowen and Company, LLC (“Cowen”), as sales agent, pursuant to a Sales Agreement, dated March 23, 2021, as amended March 9, 2023, by and between the Company and Cowen.

A copy of a legal opinion of Cooley LLP relating to the legality of the issuance and sale of up to 38,000,000 shares of Common Stock pursuant to the Sales Agreement was attached to the Registration Statement as Exhibit 5.1. The Company is filing with this Current Report on Form 8-K an updated legal opinion of Cooley LLP relating to the legality of the issuance and sale of up to 49,000,000 shares of Common Stock pursuant to the Sales Agreement, which includes the 38,000,000 shares of Common Stock previously covered in the original legal opinion of Cooley LLP.
 
Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
No.
Exhibit Title or Description
 

Opinion of Cooley LLP.
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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.
Bionano Genomics, Inc.



Date: July 18, 2023
By:
/s/ R. Erik Holmlin, Ph.D.


R. Erik Holmlin, Ph.D.
   
President and Chief Executive Officer
(Principal Executive Officer)