Bionano Genomics, Inc. (Nasdaq: BNGO) today announced the pricing
of (i) $45.0 million aggregate principal amount of senior secured
convertible notes due 2025 (the “Registered Notes”) and warrants
(the “Registered Warrants”) to purchase 21,660,650 shares of its
common stock in a registered offering, and (ii) $35.0 million
aggregate principal amount of senior secured convertible notes due
2025 (the “Private Placement Notes” and together with the
Registered Notes, the “Notes”) in a concurrent private placement,
in each case, to a certain accredited investor (the “Buyer”). Each
Registered Warrant has an exercise price of $3.1855 per share and
expires five years from the date of issuance. The gross proceeds
from the registered offering and concurrent private placement to
Bionano are expected to be approximately $80.0 million, before
deducting placement agent fees and offering expenses payable by
Bionano. The registered offering and the concurrent private
placement are each contingent upon the other. The sale of the Notes
and the Registered Warrants to the Buyer is expected to close on
October 13, 2023, subject to customary closing conditions.
Bionano has also granted the Buyer an option to purchase up to
an additional $25.0 million aggregate principal amount of senior
secured convertible notes due 2025 (the “Additional Notes”) and
warrants to purchase up to 6,768,953 shares of common stock in a
subsequent private placement on substantially the same terms as the
Private Placement Notes and the Registered Warrants,
respectively.
The Notes will not bear regular interest and will mature on
September 1, 2025 (the “Maturity Date”), unless earlier
repurchased, redeemed or converted. The Notes will be sold at an
issue price of 100% of their principal amount, and when Bionano
repays principal of the Notes at maturity pursuant to the terms of
the Notes, it will be required to pay 115% of the principal amount
repaid (the “Repayment Price”). Holders of the Notes will have the
option to partially redeem a portion of the principal amount of the
Notes on the first day of each month beginning on November 1, 2023
(a “Partial Redemption Date”), at the Repayment Price, plus any
accrued and unpaid default interest thereon.
Holders of the Notes will be permitted to convert their Notes
into shares of Bionano’s common stock at any time prior to the
close of business on the second scheduled trading day (or, if
earlier, the standard settlement period for the primary eligible
exchange (measured in terms of trading volume for Bionano’s common
stock) on which the common stock is traded) immediately before the
Maturity Date. The initial conversion rate for the Notes will be
349.1925 shares of Bionano’s common stock per $1,000 principal
amount of Notes, equivalent to an initial conversion price of
approximately $2.8638 per share of Bionano’s common stock. The
conversion rate will be subject to customary anti-dilution
adjustments and adjustments for certain corporate events. Subject
to certain conditions, at Bionano’s option, Bionano can require
conversion of all, but not less than all, the Notes if the last
reported sale price of its common stock exceeds 175% of the
conversion price (as defined in the Notes) for at least 20 VWAP
trading days (as defined in the Notes) in any 30 consecutive
trading day period.
Subject to terms, conditions and certain exceptions set forth in
the Notes, Bionano will have the right to redeem all (but not less
than all) of the then outstanding principal amount of the Notes for
a cash redemption price equal to the greater of (A) 120% of the
then outstanding principal amount of the Notes, plus accrued and
unpaid interest; and (B) the sum of (i) 120% of the product of (a)
the applicable conversion rate; (b) the total then outstanding
principal amount (expressed in thousands) of the Notes; and (c) the
highest daily VWAP (as defined in the Notes) per share of Bionano’s
common stock during the period beginning on, and including, the
fifth VWAP trading day prior to the date that the redemption notice
is delivered and ending on, and including, the VWAP trading day
immediately preceding the redemption date; and (ii) the accrued and
unpaid interest on the Notes.
Holders of the Notes may require Bionano to repurchase the Notes
upon a fundamental change (as defined in the Notes) for a cash
amount equal to the greater of (A) 115% of the then outstanding
principal amount of the Notes to be repurchased, plus accrued and
unpaid interest on such Notes; and (B) the sum of (i) 115% of the
product of (a) the applicable conversion rate; (b) the total then
outstanding principal amount (expressed in thousands) of the Notes
to be repurchased; and (c) the average of the five Daily VWAPs per
share of Bionano’s common stock during the five consecutive VWAP
trading days ending on, and including, the VWAP trading day
immediately preceding the effective date of such fundamental
change; and (ii) accrued and unpaid interest on such Notes.
The Notes will be secured by a first-priority lien, subject only
to certain permitted liens, on substantially all of Bionano’s and
its subsidiaries’ (other than certain foreign subsidiaries)
tangible and intangible assets, whether now owned or hereafter
acquired (other than certain excluded property).
The Notes will be Bionano’s senior secured obligations, will
rank pari passu with any Additional Notes, senior in right of
payment to all of Bionano’s indebtedness that is expressly
subordinated to the Notes in right of payment, effectively senior
to all of Bionano’s unsecured indebtedness to the extent of the
collateral securing the Notes, effectively junior to all of
Bionano’s indebtedness secured by permitted liens, to the extent of
the value of the assets subject to such permitted liens and to the
extent such permitted liens have lien priority by contract or law
and structurally junior to all indebtedness and other liabilities
(including trade payables) of Bionano’s subsidiaries that are not
party to the security documents.
TD Cowen and Stifel are acting as co-lead placement agents for
the offering. BTIG is acting as placement agent for the
offering.
The offering of the Registered Notes and Registered Warrants is
being made pursuant to an effective shelf registration statement on
Form S-3 filed with the U.S. Securities and Exchange Commission
(“SEC”) on March 10, 2023, as amended on May 8, 2023, and declared
effective by the SEC on May 10, 2023 (File No. 333-270459). The
Private Placement Notes to be issued in the concurrent private
placement have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or the securities laws of
any state or other jurisdiction in the United States, and may not
be offered, pledged, sold, delivered or otherwise transferred,
directly or indirectly, in the United States except pursuant to
registration under the Securities Act or an applicable exemption
from the registration requirements of the Securities Act and, in
each case, in compliance with other applicable securities laws.
A prospectus supplement relating to and describing the terms of
the offering will be filed with the SEC and will be available on
the SEC's website at www.sec.gov. When available, a copy of the
final prospectus supplement and the accompanying prospectus
relating to the offering of the Registered Notes and Registered
Warrants may be obtained from: Cowen and Company, LLC at Cowen and
Company, LLC, 599 Lexington Avenue, New York, NY 10022, by email at
Prospectus_ECM@cowen.com or by telephone at (833) 297-2926; or
Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate,
One Montgomery Street, Suite 3700, San Francisco, CA 94104, by
telephone at (415) 364-2720, or by email at
syndprospectus@stifel.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor will there be any sale of
these securities in any state or other jurisdiction in which such
offer, solicitation, or sale would be unlawful before registration
or qualification under the securities laws of such state or
jurisdiction.
About Bionano
Bionano is a provider of genome analysis solutions that can
enable researchers and clinicians to reveal answers to challenging
questions in biology and medicine. Bionano’s mission is to
transform the way the world sees the genome through OGM solutions,
diagnostic services and software. Bionano offers OGM solutions for
applications across basic, translational and clinical research.
Through its Lineagen, Inc. d/b/a Bionano Laboratories business,
Bionano also provides diagnostic testing for patients with clinical
presentations consistent with autism spectrum disorder and other
neurodevelopmental disabilities. Bionano also offers an
industry-leading, platform-agnostic software solution, which
integrates next-generation sequencing and microarray data designed
to provide analysis, visualization, interpretation and reporting of
copy number variants, single-nucleotide variants and absence of
heterozygosity across the genome in one consolidated view. Bionano
additionally offers nucleic acid extraction and purification
solutions using proprietary isotachophoresis technology.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Words such as “believe,” “can,” “could,” “may” “potential”
and similar expressions (as well as other words or expressions
referencing future events, conditions or circumstances and the
negatives thereof) convey uncertainty of future events or outcomes
and are intended to identify these forward-looking statements.
Forward-looking statements include statements regarding the ability
to close the offering of the Registered Notes and the Registered
Warrants, the concurrent private placement and any subsequent
private placement; expected gross proceeds; and the timing for the
closing of the offering of the Registered Notes and the Registered
Warrants, the concurrent private placement and any subsequent
private placement.
Each of these forward-looking statements involves risks and
uncertainties. Actual results or developments may differ materially
from those projected or implied in these forward-looking
statements. Factors that may cause such a difference include the
risks and uncertainties associated with: the impact of geopolitical
and macroeconomic developments, such as recent and future bank
failures, the ongoing Ukraine-Russia conflict, related sanctions,
and any global pandemics, on our business, this offering of the
Registered Notes and the Registered Warrants, the concurrent
private placement, any subsequent private placement and the global
economy; and including the risks and uncertainties described in our
filings with the Securities and Exchange Commission, including,
without limitation, our Annual Report on Form 10-K for the year
ended December 31, 2022 and in other filings subsequently made by
us with the Securities and Exchange Commission. All forward-looking
statements contained in this press release speak only as of the
date on which they were made and are based on management’s
assumptions and estimates as of such date. We are under no duty to
update any of these forward-looking statements after the date they
are made to conform these statements to actual results or revised
expectations, except as required by law. You should, therefore, not
rely on these forward-looking statements as representing our views
as of any date subsequent to the date the statements are made.
Moreover, except as required by law, neither we nor any other
person assumes responsibility for the accuracy and completeness of
the forward-looking statements contained in this press release.
CONTACTS
Company Contact:Erik Holmlin, CEOBionano
Genomics, Inc.+1 (858) 888-7610eholmlin@bionano.com
Investor Relations:David HolmesGilmartin
Group+1 (858) 888-7625IR@bionano.com
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