Item 5. Other Information
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit
Number Description
2.1 Second Amendment to Agreement and Plan of Merger, dated July 15, 2023, by and among the Company, Starship Merger Sub I, Inc., Starship Merger Sub II, LLC, BioDiscovery, Inc. and Soheil Shams.
3.1 Amended and Restated Certificate of Incorporation, as amended.
3.2 (1)
Certificate of Elimination of Series A Preferred Stock.
3.3 (2)
Amended and Restated Bylaws.
3.4 (7)
Amendment to Amended and Restated Bylaws .
4.1 (3)
Form of Common Stock Certificate .
4.2 (3)
Form of Warrant to Purchase Series D-1 Preferred Stock issued to Midcap Financial Trust.
4.3 (3)
Form of Warrant to Purchase Common Stock Issued to Underwriters (attached to the Underwriting Agreement).
4.4 (3)
Form of Warrant Certificate (included in Exhibit 4.5).
4.5 (3)
Form of Warrant Agent Agreement by and between the Registrant and American Stock Transfer & Trust Company LLC, as warrant agent.
4.6 (4)
Form of Warrant to Purchase Common Stock for Service Providers.
4.7 (5)
Form of Warrant to Purchase Common Stock issued to Investors in October 2019 Public Offering.
4.8 (6)
Form of Warrant to Purchase Common Stock issued to Investors in April 2020 Public Offering .
4.9 (8)
Form of Note, representing the Company’s Senior Secured Convertible Notes due 2025.
4.10 (9)
Form of Warrant to Purchase Common Stock issued to Purchaser in October 2023 Offering.
10.1 Employment Agreement, effective as of September 11, 2023, by and between Gülsen Kama and the Company.
10.2 Transition, Separation and Consulting Agreement dated as of August 11, 2023, by and between Christopher Stewart and the Company.
10.3^ (8)
Securities Purchase Agreement, dated October 11, 2023, by and among the Company and the Purchaser named therein.
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.
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended .
32.1*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 4, 2023.
(2) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2018.
(3) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended.
(4) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 21, 2018.
(5) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-233828), as amended.
(6) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-237074), as amended.
(7) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 14, 2023.
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(8) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 11, 2023.
(9) Incorporated by reference to the Registrant’s Registration Statement on Form S-3 (File No. 333-275181).
* 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.
^ Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted schedules to the SEC upon its request. Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the Exhibits to the SEC upon its request.
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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 thereunto duly authorized.
BIONANO GENOMICS, INC.
Dated: November 8, 2023
By: /s/ R. Erik Holmlin, Ph.D.
R. Erik Holmlin, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
Dated: November 8, 2023
By: /s/ Gülsen Kama
Gülsen Kama
Chief Financial Officer
(Principal Financial and Accounting Officer)
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