Bionano Genomics, Inc. (Nasdaq: BNGO) today announced that it has entered into definitive agreements with healthcare-focused institutional investors for the purchase and sale of an aggregate of 17,513,136 shares of its common stock (or common stock equivalents in lieu thereof) at an offering price of $0.571 per share of common stock (or per common stock equivalent in lieu thereof), in a registered direct offering priced at-the-market under Nasdaq rules. Additionally, in a concurrent private placement, the Company has also agreed to issue to the investors unregistered clinical milestone-linked warrants, comprising Series A warrants to purchase up to an aggregate of 17,513,136 shares of common stock and Series B warrants to purchase up to an aggregate of 17,513,136 shares of common stock (collectively, the “Series Warrants”). The Series Warrants will have an exercise price of $0.571 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the Series Warrants (the “Stockholder Approval”). The Series A warrants will expire on the earlier of (i) the 24-month anniversary of the date of the Stockholder Approval and (ii) 60 days following the later of (a) the date of the public announcement of the occurrence of a medical administrative contractor (including, without limitation, Molecular Diagnostic Services (MolDX)), issuing a final local coverage determination for optical genome mapping for hematological malignancies and (b) the date of the Stockholder Approval. The Series B warrants will expire on the earlier of (i) the five-year anniversary of the date of the Stockholder Approval and (ii) six months following the later of (a) the date of the public announcement of the occurrence of the Company receiving clearance from the U.S. Food and Drug Administration for an optical genome mapping system for any indication and (b) the date of Stockholder Approval. The closing of the offering is expected to occur on or about July 8, 2024, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The aggregate gross proceeds to the Company from the offering are expected to be approximately $10 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series Warrants, if fully exercised on a cash basis, will be approximately $20 million. No assurance can be given that any of the Series Warrants will be exercised. The Company intends to use the net proceeds from this offering, together with its existing cash and cash equivalents and available-for-sale securities, for general corporate purposes, including working capital, research and development expenses, repayment or redemption of existing indebtedness and capital expenditures.
