OTHER INFORMATION
−Removed: During the three months ended June 30, 2024, no director or officer of the Company adopted , terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K of the Exchange Act.
+Added: During the three months ended September 30, 2024, no director or officer of the Company adopted , terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K of the Exchange Act.
Number Description
6 unchanged sentences
333-225970), as amended, originally filed with the SEC on June 28, 2018).
−Removed: 4.3 Form of Warrant to Purchase Common Stock Issued to Underwriters (attached to the Underwriting Agreement) (incorporated by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-225970), as amended, originally filed with the SEC on June 28, 2018).
−Removed: 4.4 Form of Warrant Certificate (attached to the Warrant Agent Agreement) (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-225970), as amended, originally filed with the SEC on June 28, 2018).
−Removed: 4.5 Form of Warrant Agent Agreement by and between the Registrant and American Stock Transfer & Trust Company LLC, as warrant agent (incorporated by reference to Exhibit 4.11 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-225970), as amended, originally filed with the SEC on June 28, 2018).
4.3 Form of Warrant to Purchase Common Stock for Service Providers (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 21, 2018).
3 unchanged sentences
333-237074), as amended, originally filed with the SEC on March 11, 2020).
−Removed: 4.9 Form of Note, representing the Company’s Senior Secured Convertible Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 11, 2023).
−Removed: 4.10 Amendment to Initial Registered Note issued to Purchaser dated February 27, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 28, 2024).
4.6 Form of Warrant to Purchase Common Stock issued to Purchaser in October 2023 Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 11, 2023).
2 unchanged sentences
Form of Senior Secured Convertible Debenture Due May 24, 2026 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 28, 2024)
−Removed: 10.1^+ Securities purchase agreement dated as of April 4, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2024).
−Removed: Letter Agreement between the Company and the Purchaser named therein, dated February 27, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 28, 2024).
−Removed: Securities Purchase Agreement, dated May 24, 2024, by and among the Company and the Buyers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 28, 2024)
−Removed: Security Agreement, dated as of May 24, 2024, by and among the Company, BioDiscovery, LLC, Lineagen, Inc., Purigen Biosystems, Inc., and JGB Collateral LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 28, 2024)
−Removed: 10.5 Subsidiary Guaranty, dated as of May 24, 2024, by BioDiscovery LLC, Lineagen, Inc., Purigen Biosystems, Inc.
−Removed: in favor the Investors (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 28, 2024)
−Removed: Registration Rights Agreement, dated May 24, 2024, by and between the Company and the Investors (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 28, 2024)
−Removed: 10.7 Letter Agreement Re:
−Removed: Agreement to Redeem Senior Secured Convertible Notes due 2025, dated May 23, 2024, by and between the Company and High Trail Special Situations LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 28, 2024)
−Removed: Master Services Agreement by and between the Registrant and Skorpios Technologies, Inc.
−Removed: (f/k/a Novati Technologies, Inc.
−Removed: and f/k/a SVTC Technologies, LLC), dated March 2, 2009, as amended.
−Removed: Manufacturing Services Agreement by and between the Registrant and Paramit Corporation, dated February 18, 2015
−Removed: License Agreement by and between Princeton University and the Registrant, dated January 7, 2004.
−Removed: First Amendment to the License Agreement by and between Princeton University and the Registrant, dated December 17, 2004.
−Removed: Second Amendment to the License Agreement by and between Princeton University and the Registrant, dated February 25, 2010.
−Removed: Fourth Amendment to the License Agreement by and between Princeton University and the Registrant, dated February 9, 2012.
−Removed: License Agreement by and between the Registrant and Q Biotechnology CV dated May 1, 2014.
−Removed: Amendment to Non-Exclusive Patent License Agreement by and between the Registrant and Q Biotechnology CV dated May 1, 2014.
−Removed: License Agreement by and between the Registrant and New York University dated November 4, 2013.
−Removed: Option and Sublicense Agreement by and between the Registrant and Pacific Biosciences of California, Inc.
−Removed: dated February 2, 2016.
+Added: 4.10 Form of Pre-Funded Warrant to Purchase Common Stock issued to Investors in July 2024 Registered Direct Offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 8, 2024).
+Added: 4.11 Form of Warrant to Purchase Series A Common Stock issued to Investors in July 2024 Registered Direct Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 8, 2024).
+Added: 4.12 Form of Warrant to Purchase Series B Common Stock issued to Investors in July 2024 Registered Direct Offering (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 8, 2024).
+Added: 4.13 Form of Warrant to Purchase Series C Common Stock issued to Investors in October 2024 Registered Direct Offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2024).
+Added: 4.14 Form of Warrant to Purchase Series D Common Stock issued to Investors in October 2024 Registered Direct Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 31, 2024).
+Added: 10.1^+ Form of Securities Purchase Agreement, dated July 4, 2024, by and among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 8, 2024).
+Added: Form of Securities Purchase Agreement, dated April 4, 2024, by and among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2024).
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.
14 unchanged sentences
The Registrant hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.
−Removed: # Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.
−Removed: The Company agrees to furnish supplementally an unredacted copy of the Exhibits to the SEC upon its request.
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.
−Removed: August 7, 2024
+Added: November 14, 2024
Erik Holmlin, Ph.D.
1 unchanged sentence
President and Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: August 7, 2024
−Removed: /s/ Gülsen Kama
−Removed: Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
+Added: (Principal Executive and Financial Officer)
+Added: November 14, 2024
+Added: /s/ Mark Adamchak
+Added: Mark Adamchak
+Added: Principal Accounting Officer
+Added: (Principal Accounting Officer)
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.