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)
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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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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:
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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.
9640 Towne Centre Drive, Suite 100
San Diego, California 92121
(858) 888-7600
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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.
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Large Accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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
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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 (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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2018 Equity Incentive Plan
Common Stock, $0.0001 par value per share
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502,753(3)
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$4.02
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$2,021,068
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$245
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2018 Employee Stock Purchase Plan
Common Stock, $0.0001 par value per share
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100,550(4)
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$4.02
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$404,211
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$49
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Total
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603,303
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$2,425,279
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$294
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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 (
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.
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(2)
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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 March 27, 2019, as reported on the Nasdaq Capital Market.
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(3)
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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
.
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(4)
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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
.
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