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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bionano Genomics Inc | NASDAQ:BNGO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.005 | 0.58% | 0.87 | 0.87 | 0.88 | 0.8897 | 0.841 | 0.86 | 538,083 | 23:42:53 |
As filed with the Securities and Exchange Commission on March 28, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bionano Genomics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 26-1756290 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
9540 Towne Centre Drive, Suite 100 San Diego, California |
92121 | |
(Address of Principal Executive Offices) | (Zip Code) |
Amended and Restated 2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full titles of the plans)
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
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas A. Coll, Esq. James C. Pennington, Esq. Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 |
R. Erik Holmlin, Ph.D. President and Chief Executive Officer Bionano Genomics, Inc. 9640 Towne Centre Drive, Suite 100 San Diego, California 92121 (858) 888-7600 |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large Accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee |
||||
2018 Equity Incentive Plan Common Stock, $0.0001 par value per share |
502,753(3) | $4.02 | $2,021,068 | $245 | ||||
2018 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share |
100,550(4) | $4.02 | $404,211 | $49 | ||||
Total |
603,303 | $2,425,279 | $294 | |||||
|
||||||||
|
(1) |
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 Registrants 2018 Equity Incentive Plan (the 2018 Plan ) or the Registrants 2018 Employee Stock Purchase Plan (the 2018 ESPP ) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) |
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 March 27, 2019, as reported on the Nasdaq Capital Market. |
(3) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 Plan on January 1, 2019 pursuant to an evergreen provision contained in the 2018 Plan. Pursuant to such provision, on January 1 st 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 Registrants board of directors (the Board ) may designate prior to the applicable January 1 st . |
(4) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 ESPP on January 1, 2019 pursuant to an evergreen provision contained in the 2018 ESPP. Pursuant to such provision, on January 1 st 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 1 st . |
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
The Registrant previously registered shares of its Common Stock for issuance under the 2018 Plan and 2018 ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the Commission ) on August 28, 2018 (File No. 333-227073). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
ITEM 8. EXHIBITS.
(1) |
Incorporated by reference to the Registrants Current Report on Form 8-K, filed with the SEC on August 24, 2018. |
(2) |
Incorporated by reference to the Registrants Registration Statement on Form S-1 (File No. 333-225970), as amended. |
(3) |
Incorporated by reference to the Registrants Registration Statement on Form S-8 (File No. 333-227073). |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 28, 2019.
BIONANO GENOMICS, INC. |
||
By: |
/s/ R. Erik Holmlin, Ph.D. |
|
R. Erik Holmlin, Ph.D. |
||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R. Erik Holmlin, Ph.D. and Mike Ward, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
/s/ R. Erik Holmlin, Ph.D. R. Erik Holmlin, Ph.D. |
Chief Executive Officer and Director (Principal Executive Officer) |
March 28, 2019 | ||
/s/ Mike Ward Mike Ward |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 28, 2019 | ||
/s/ David L. Barker, Ph.D. David L. Barker, Ph.D. |
Director |
March 28, 2019 | ||
/s/ Darren Cai, Ph.D. Darren Cai, Ph.D. |
Director |
March 28, 2019 | ||
/s/ Albert A. Luderer, Ph.D. Albert A. Luderer, Ph.D. |
Director |
March 28, 2019 | ||
/s/ Junfeng Wang Junfeng Wang |
Director |
March 28, 2019 | ||
/s/ Christopher Twomey Christopher Twomey |
Director |
March 28, 2019 | ||
/s/ Quan Zhou Quan Zhou |
Director |
March 28, 2019 |
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