Bionano Genomics Inc美股招股说明书(2025-09-16版)

4,925,000 Shares of Common Stock 75,000 Pre-Funded Warrants to Purchase up to 75,000 Shares of Common Stock 5,000,000 SeriesE Warrants to Purchase up to 5,000,000 Shares of Common Stock 5,000,000 SeriesF Warrants to Purchase up to 5,000,000 Shares of Common Stock 10,075,000 Shares of Common Stock Issuable Upon Exercise of thePre-Funded Warrants, SeriesE Warrants and SeriesF Warrants We are offering 4,925,000 shares of common stock, par value $0.0001 per share (“common stock”), together with SeriesE warrantsto purchase 4,925,000 shares of common stock (the “SeriesE Warrants”) and SeriesF warrants to purchase up to 4,925,000 sharesof common stock (the “SeriesF Warrants”, and together with the SeriesE Warrants, the “Warrants”) at a combined public offeringprice of $2.00 per share and accompanying Warrants pursuant to this prospectus. The shares of common stock and Warrants will beseparately issued, but must be purchased together in this offering. Each share of common stock is being sold together with oneSeriesE Warrant to purchase one share of common stock and one SeriesF Warrant to purchase oneshare of common stock. EachWarrant will have an exercise price of $2.00 per share (representing 100% of the combined price at which a share of common stockand accompanying Warrants are sold to the public in this offering) and will be exercisable upon issuance (the “Initial ExerciseDate”). The SeriesE Warrants will expire on the five-year anniversary of the Initial Exercise Date. The SeriesF Warrants willexpire on the 18-month anniversary of the Initial Exercise Date. We are also offering 75,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of up to 75,000 sharesof common stock to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser,together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser,9.99%) of our outstanding common stock following the consummation of this offering in lieu of the shares of our common stockthat would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%). Each Pre-Funded Warrant will beexercisable for one share of common stock at an exercise price of $0.0001 per share. Each Pre-Funded Warrant is being issuedtogether with the same Warrants described above being issued with each share of common stock. The combined public offeringprice for each such Pre-Funded Warrant, together with the accompanying Warrants, is $1.9999, which is equal to the combinedpublic offering price, less the $0.0001 per share exercise price of each such Pre-Funded Warrant. Each Pre-Funded Warrant will beexercisable upon issuance and will expire when exercised in full. The Pre-Funded Warrants and accompanying Warrants areimmediately separable and will be issued separately in this offering, but must be purchased together in this offering. For each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. Thisoffering also relates to the shares of common stock issuable upon the exercise of the Warrants and the Pre-Funded Warrants. This offering will terminate on October11, 2025, unless we decide to terminate the offering (which we may do at any time in ourdiscretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offeringprice per share (or Pre-Funded Warrant) and accompanying Warrants will be fixed for the duration of this offering. We have engaged H.C. Wainwright & Co., LLC (the “placement agent”) to act as our exclusive placement agent in connection withthis offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered bythis prospectus. The placement agent is not purchasing or selling any of the securities we are offering, and the placement agent isnot required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to theplacement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by thisprospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offeringrequirement. We will bear all costs associated with the offering. See “Plan of Distribution” on page18of this prospectus for moreinformation regarding these arrangements. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “BNGO.” On September15, 2025, theclosing price of our common stock on the Nasdaq Capital Market was $2.77 per share. There is no established public tradingmarket for the Pre-Funded Warrants or Warrants that are part of this offering, and we do not expect a market to develop. We do notintend to apply for listing of the Pre-Funded Warrants or Warrants on any secu