OTHER INFORMATION
+Added: On May 12, 2021, the compensation committee of our board of directors granted 580,000 restricted stock units (“RSUs”) to R.
+Added: Erik Holmlin, Ph.D., our President and Chief Executive Officer (the “Holmlin Grant”), and 240,000 RSUs to Mark Oldakowski, our Chief Operating Officer (the “Oldakowski Grant”), in each case with an effective grant date and vesting commencement date of May 12, 2021.
+Added: 290,000 RSUs under the Holmlin Grant are subject to time-based vesting, with 50% of the shares vesting on each of the first and second anniversaries of the vesting commencement date, subject to continued service through the vesting date, and 18 months vesting acceleration upon a termination without cause or resignation with good reason.
+Added: 290,000 RSUs under the Holmlin Grant are subject to vesting upon the satisfaction of certain specified revenue targets within four years following the vesting commencement date.
+Added: Holmlin’s employment with the Company is terminated without cause or he resigns with good reason, then the shares will continue to be eligible for vesting upon satisfaction of the revenue targets within a period that is the shorter of 18 months following termination or four years following the vesting commencement date.
+Added: The RSUs comprising the Oldakowski Grant are subject to time-based vesting, with 50% of the shares vesting on each of the first and second anniversaries of the vesting commencement date, subject to continued service through the vesting date.
Number Description
2 unchanged sentences
Form of Common Stock Certificate
−Removed: Form of Warrant to Purchase Series B-1 Preferred Stock issued to Square 1 Bank.
−Removed: Form of Warrant to Purchase Series D Preferred Stock issued to Western Alliance Bank.
−Removed: Warrant to Purchase Series D-1 Preferred Stock issued to Western Alliance Bank.
Form of Warrant to Purchase Series D-1 Preferred Stock issued to Midcap Financial Trust.
3 unchanged sentences
Form of Warrant to Purchase Common Stock for Service Providers.
−Removed: Form of Warrant to Purchase Common Stock for Innovatus.
Registration Rights Agreement, dated March 14, 2019, between the Company and Aspire Capital Fund, LLC.
1 unchanged sentence
Form of Warrant to Purchase Common Stock issued to Investors in October 2019 Public Offering.
−Removed: Form of Pre-Funded Warrant issued to Investors in October 2019 Public Offering.
−Removed: Form of Warrants Amendment and Agreement.
−Removed: Form of New Warrant issued in April 2020.
−Removed: Form of Warrant to Purchase Common Stock issued to Investors in April 2020 Public Offering.
−Removed: Form of Prefunded Warrant issued to Investors in April 2020 Public Offering.
−Removed: At Market Issuance Sales Agreement, dated August 13, 2020, by and between the Company and Ladenburg Thalmann & Co.
−Removed: Bionano Genomics, Inc.
−Removed: 2020 Inducement Plan.
−Removed: Form of Stock Option Grant Notice and Stock Option Agreement under the Bionano Genomics, Inc.
−Removed: 2020 Inducement Plan.
−Removed: 10.4^ Consent and Third Amendment to Loan and Security Agreement, dated August 21, 2020, by and among the Company, Innovatus Life Sciences Lending Fund I, LP and East West Bank.
−Removed: 10.5^ Agreement and Plan of Merger, dated August 21, 2020, by and among the Company, Alta Merger Sub, Inc., Lineagen, Inc.
−Removed: and Michael S.
−Removed: 10.6+ Employment Agreement, effective as of September 1, 2020, by and between Christopher Stewart and the Company.
−Removed: 10.7+ Employment Agreement, effective as of August 31, 2020, by and between Alka Chaubey and the Company.
+Added: Fourth Amendment to the Lease by and between the Company and The Irvine Company LLC, dated February 15, 2021.
+Added: Sales Agreement, dated March 23, 2021, by and between the Company and Cowen and Company, LLC.
31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
15 unchanged sentences
333-233828), as amended.
−Removed: (6) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on March 2, 2020.
−Removed: (7) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-237074), as amended.
−Removed: (8) Incorporated by reference to the Registrant’s Registration Statement on Form S-3 (File No.
−Removed: (9) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2020.
−Removed: + Indicates management contract or compensatory plan or arrangement.
−Removed: ^ Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: The Registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.
+Added: (6) Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2021.
+Added: (7) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 24, 2021.
* This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
1 unchanged sentence
BIONANO GENOMICS, INC.
−Removed: November 12, 2020
Erik Holmlin, Ph.D.
2 unchanged sentences
(Principal Executive Officer)
−Removed: November 12, 2020
/s/ Christopher Stewart
−Removed: Christoper Stewart
+Added: Christopher Stewart
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.