Current Report Filing (8-k)
23 March 2019 - 7:33AM
Edgar (US Regulatory)
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): March 22, 2019
Bionano Genomics, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-38613
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26-1756290
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS 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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Registrants 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 obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Introductory Note
As previously disclosed, on March 14, 2019, Bionano Genomics, Inc. (the Company) entered into a Loan and
Security Agreement (the Innovatus Loan Agreement) with Innovatus Life Sciences Lending Fund I, LP (Innovatus), a Delaware limited partnership, as collateral agent and the Lenders listed on Schedule 1.1 thereto, including East
West Bank, pursuant to which Innovatus agreed, among other things, to make a first term loan of $17,500,000 to the Company (the Term
A-1
Loan), a second term loan of $2,500,000 to the Company (the
Term
A-2
Loan) and a third term loan of $5,000,000 to the Company, each upon satisfaction of certain funding conditions as set forth in the Innovatus Loan Agreement.
The foregoing description of the Innovatus Loan Agreement is not complete and is qualified in its entirety by reference to the
full text of the Innovatus Agreement, previously filed as Exhibit 10.2 to the Companys Current Report on Form
8-K,
filed with the Securities and Exchange Commission (the SEC) on
March 14, 2019, and incorporated herein by reference.
Item 1.02 Termination of Material Definitive Agreement
On March 22, 2019, in connection with the receipt of funding with respect to the Term
A-1
Loan and Term
A-2
Loan, the Company entered into a payoff letter dated as of March 22, 2019, with Midcap Financial Services, LLC (Midcap) pursuant
to which the Company terminated that certain Credit and Security Agreement, dated as of June 29, 2018, by and between the Company and Midcap as Lender and administrative agent (the Midcap Credit Agreement). The Company repaid all
amounts owed under the Midcap Credit Agreement, equal to approximately $10.9 million.
The foregoing description of
the Midcap Credit Agreement is not complete and is qualified in its entirety by reference to the full text of the Midcap Credit Agreement, previously filed as Exhibit 10.10 to the Companys Registration Statement on Form
S-1
(File
No. 333-225970),
filed with the SEC on June 28, 2018, and incorporated herein by reference.
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.
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B
IONANO
G
ENOMICS
, I
NC
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Date: March 22, 2019
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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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(Principal Executive Officer)
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