As filed with the Securities and Exchange Commission
on August 13, 2020
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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Bionano Genomics, Inc. Amended and Restated 2018 Equity Incentive 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.
9540 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, a 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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4,658,803(3)
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$0.78
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$3,633,867
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$472
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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 Registrant’s 2018 Equity Incentive
Plan (the “2018 Plan”) 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 August 12, 2020, as reported on the Nasdaq Capital Market.
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(3)
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Represents an increase in the number of shares of Common Stock reserved for issuance under the 2018 Plan pursuant to an amendment to the 2018 Plan approved by the Registrant’s stockholders at the Registrant’s Annual Meeting of Stockholders
held on June 30, 2020.
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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 Registration Statements of the Registrant on Form S-8 relating to the 2018 Plan are effective.
The Registrant previously registered shares of its Common Stock for issuance under the 2018 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on
August 28, 2018 (File No. 333-227073),
March 29, 2019 (File
No. 333-230589) and
March 11, 2020 (File No. 333-237069). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby
incorporates by reference the contents of the Registration Statements referenced above.
ITEM 8. EXHIBITS.
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Exhibit Number
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Description
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Amended and Restated Certificate of Incorporation of the Registrant.
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Amended and Restated Bylaws of the Registrant.
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Form of Common Stock Certificate of the Registrant.
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Opinion of Cooley LLP.
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Consent of Independent Registered Public Accounting Firm.
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Consent of Cooley LLP. Reference is made to Exhibit 5.1.
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Power of Attorney. Reference is made to the signature page hereto.
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Bionano Genomics, Inc. 2018 Equity Incentive Plan, as amended.
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Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the 2018 Plan.
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(1)
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Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2018.
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(2)
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Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended.
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*
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Filed herewith.
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SIGNATURES
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 August 13, 2020.
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BIONANO GENOMICS, INC.
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By:
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/s/ R. Erik Holmlin, Ph.D.
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R. Erik Holmlin, Ph.D.
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President and Chief Executive Officer
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KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R. Erik Holmlin, Ph.D. as his or her true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent 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 attorney-in-fact and agent, or his 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.
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Signature
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Title
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Date
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/s/ R. Erik Holmlin, Ph.D.
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Chief Executive Officer and Director
(Principal Executive and Financial Officer)
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August 13, 2020
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R. Erik Holmlin, Ph.D.
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/s/ Mark Adamchak
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Controller
(Principal Accounting Officer)
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August 13, 2020
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Mark Adamchak
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/s/ David L. Barker, Ph.D.
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Director
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August 13, 2020
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David L. Barker, Ph.D.
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/s/ Yvonne Linney, Ph.D.
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Director
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August 13, 2020
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Yvonne Linney, Ph.D.
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/s/ Albert A. Luderer, Ph.D.
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Director
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August 13, 2020
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Albert A. Luderer, Ph.D.
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/s/ Hannah Mamuszka
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Director
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August 13, 2020
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Hannah Mamuszka
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/s/ Christopher Twomey
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Director
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August 13, 2020
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Christopher Twomey
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/s/ Kristiina Vuori, M.D., Ph.D.
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Director
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August 13, 2020
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Kristiina Vuori, M.D., Ph.D.
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