Completion of Acquisition or Disposition of Assets - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 18, 2021

Bionano Genomics, Inc

(Exact Name of Registrant as Specified in its Charter)

Registrant's telephone number, including area code: (858) 888-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 18, 2021, Bionano Genomics, Inc., a Delaware corporation (the "Company") completed its previously announced acquisition of BioDiscovery, Inc., a California corporation ("BioDiscovery"), as contemplated by that certain Agreement and Plan of Merger, dated as of October 8, 2021 (the "Merger Agreement"), by and among the Company, Starship Merger Sub I, Inc., a California corporation ("Merger Sub I"), Starship Merger Sub II, LLC, a California limited liability company ("Merger Sub II"), BioDiscovery and Soheil Shams, solely in his capacity as the securityholders' representative.

Pursuant to the terms and conditions of the Merger Agreement, BioDiscovery merged with and into Merger Sub I ("Merger I") whereupon the separate corporate existence of Merger Sub I ceased, with BioDiscovery continuing as the surviving corporation of Merger I and a wholly owned subsidiary of the Company. Immediately following Merger I, pursuant to the terms and conditions of the Merger Agreement, BioDiscovery, as the surviving corporation of Merger I, merged with and into Merger Sub II ("Merger II" and together with Merger I, the "Mergers") whereupon the separate corporate existence of BioDiscovery ceased, with Merger Sub II surviving Merger II as a wholly owned subsidiary of the Company.

Pursuant to Merger I, the Company paid upfront consideration consisting of a combination of approximately $50 million in cash and $40 million in shares of Company common stock. The upfront consideration is subject to adjustment for, among other things, cash, unpaid indebtedness, unpaid transaction expenses and working capital relative to a target. Approximately $27 million worth of shares of Company common stock issued pursuant to the Merger I upfront consideration are subject to vesting based on continued service, subject to the terms and conditions of a stock restriction agreement. Under the Merger Agreement, the Company has also agreed to pay a milestone payment of $10 million in cash based on the achievement of certain commercial milestones. The Merger Agreement has a customary post-closing purchase price adjustment mechanism.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 hereunto duly authorized.