Item 8.01 Other Information

On August 13, 2020, Bionano Genomics, Inc. (the "Company"), entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with Ladenburg Thalmann & Co. Inc., as sales agent ("Ladenburg"), under which the Company may offer and sell up to $40.0 million of shares of its common stock from time to time through Ladenburg.

The Company is not obligated to sell any shares under the Sales Agreement. Each time the Company wishes to issue and sell shares under the sales agreement, the Company will notify Ladenburg of the number of shares to be issued, the dates on which such sales may be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Unless Ladenburg declines to accept the terms of such notice, Ladenburg has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms.

Under the Sales Agreement, Ladenburg may sell shares by any method permitted by law deemed to be an "at-the-market offering" as defined in Rule 415(a)(4) under the U.S. Securities Act of 1933, as amended. Ladenburg's obligations to sell shares under the Sales Agreement are subject to satisfaction of certain conditions, including the effectiveness of the registration statement on Form S-3 filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on August 13, 2020 (the "Registration Statement"). The Company will pay Ladenburg in cash a commission of up to 3.0% of the aggregate gross proceeds the Company receives from each sale of shares and has agreed to provide Ladenburg with customary indemnification and contribution rights. The Company also agreed to reimburse Ladenburg for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $50,000, in addition to certain ongoing disbursements of its legal counsel up to $3,000 per calendar quarter.

The Sales Agreement may be terminated by Ladenburg or the Company at any time upon 10 day's prior notice to the other party, or by Ladenburg at any time in certain circumstances, including the occurrence of a material adverse effect on the Company's business or financial position that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the shares.

Any shares sold under the Sales Agreement will be issued pursuant to the Registration Statement and the prospectus relating to the Sales Agreement that forms a part of such Registration Statement, following such time as the Registration Statement is declared effective by the SEC. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits



Exhibit No.   Description

  1.1         At Market Issuance Sales Agreement, dated August 13, 2020, by and
              between the Company and Ladenburg (incorporated by reference to Exhibit
              1.1 to the Registration Statement).

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