COMMON STOCK PURCHASE WARRANT BIONANO GENOMICS, INC.Common Stock Purchase Warrant • April 5th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bionano Genomics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2024, between Bionano Genomics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 24, 2024, between Bionano Genomics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES B COMMON STOCK PURCHASE WARRANT BIONANO GENOMICS, INC.Security Agreement • July 8th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) the five (5) year anniversary of the Stockholder Approval Date and (ii) six (6) months following the later of (a) the date of the public announcement by the Company of the occurrence of the Series B Milestone Event and (b) the Stockholder Approval Date (the earlier of such dates, the “Termination Date”) but not thereafter, to subscribe for and purchase from Bionano Genomics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under thi
INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • March 10th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
Indenture, dated as of [•], 20__, among Bionano Genomics, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
SERIES D COMMON STOCK PURCHASE WARRANT BIONANO GENOMICS, INC.Warrant Agreement • October 31st, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the eighteen (18) month anniversary of the Stockholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bionano Genomics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • July 8th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Bionano Genomics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Preferred Stock Warrant AgreementPreferred Stock Warrant Agreement • August 14th, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Bionano Genomics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
●], As Warrant AgentWarrant Agreement • August 14th, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Bionano Genomics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 11, 2023, is by and among Bionano Genomics, Inc., a Delaware corporation with offices located at 9540 Towne Centre Drive, Suite 100, San Diego, CA 92121 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • May 28th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments
This SECURITY AGREEMENT, dated as of May 24, 2024 (this “Agreement”), is among Bionano Genomics, Inc, a Delaware corporation (the “Company”), the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 11.0% Senior Secured Convertible Debentures Due May 24, 2026, in the original aggregate principal amount of $20,000,000 (collectively, the “Debentures”) signatory hereto, their permitted transferees and assigns (collectively, the “Secured Parties”).
Bionano Genomics, Inc. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 14th, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
Bionano Genomics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Agent”) as follows:
Shares of Common Stock (or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) Warrants to Purchase _________ Shares of Common Stock BIONANO GENOMICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
Bionano Genomics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), (i) an aggregate of ___________ authorized but unissued shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Stock in lieu thereof at an exercise price of $0.001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of ___________ shares of Common Stock (the “Warrant Shares”). The Shares, Warrants, the Pre-Funded Warrants, the Warrant Shares and the Pre-Funded Warrant Shares are collectively referred to as the “Securities.”
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 28th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
SUBSIDIARY GUARANTEE, dated as of May 24, 2024 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Bionano Genomics, Inc, a Delaware corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).
Form of Common Stock Warrant AgreementWarrant Agreement • August 14th, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Bionano Genomics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 14th, 2019 • Bionano Genomics, Inc • Laboratory analytical instruments • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 14, 2019, by and between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2019 • Bionano Genomics, Inc • Laboratory analytical instruments • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 14, 2019, by and between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF WARRANT BIONANO GENOMICS, INC.Warrant Agreement • March 2nd, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
Bionano Genomics, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the six-month anniversary of the Issuance Date (the “Initial Exercisability Date”), but not after 5:00 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warr
INDEMNITY AGREEMENTIndemnification Agreement • July 17th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 30, 2024, between Bionano Genomics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT AGREEMENT BIONANO GENOMICS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENTWarrant Agreement • August 15th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2018, is by and between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).
LEASE BETWEEN THE IRVINE COMPANY LLC AND BIONANO GENOMICS, INC.Lease • June 28th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
THIS LEASE is made as of the 16th day of January , 20 12 , by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and BIONANO GENOMICS, INC., a Delaware corporation, hereafter called “Tenant.”
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 13th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of June 29, 2018 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and BIONANO GENOMICS, INC., a Delaware corporation (“BioNano”) and the other entities from time to time party to this Agreement as borrowers, provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of September 11, 2023 (the “Effective Date” or “Start Date”), by and between BIONANO GENOMICS, INC. (the “Company”) and Gulsen Kama (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
BIONANO GENOMICS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Warrant Agreement • March 10th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ContractWarrant Agreement • March 14th, 2019 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 5, 2016Investors’ Rights Agreement • August 15th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
This will confirm that in consideration of the Series D-1 Investors’ agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the “Series D-1 Preferred Stock”), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the “Company”), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:
BIONANO GENOMICS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • March 10th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
BIONANO GENOMICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 1, 2016 (the “Effective Date”) by and among BIONANO GENOMICS, INC. (the “Company”) and Michael Ward (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 4, 2024, between Bionano Genomics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
BIONANO GENOMICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 24th, 2021 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 24, 2024, between Bionano Genomics, Inc, a Delaware corporation (the “Company”), each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”), and JGB Collateral LLC, a Delaware limited liability company, as Collateral Agent.
AMENDMENT NO. 1 TO SALES AGREEMENT March 9, 2023Sales Agreement • May 9th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments
This Amendment No. 1 (“Amendment No. 1”) amends that certain Sales Agreement, dated as of March 23, 2021 (the “Agreement”), by and between Bionano Genomics, Inc. (the “Company”) and Cowen and Company, LLC, as sales agent (the “Agent”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.
PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • June 28th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
This Patent License Agreement (the “Agreement”), dated December 27, 2013 (the “Effective Date”), is hereby entered into by and between Industry 3200, Inc., a Delaware Corporation with a principal office located at 1155 Camino Del Mar #118, Del Mar, CA 92014 (“Sublicensor”), and BioNano Genomics, Inc., a Delaware Corporation, having a principal place of business at 9640 Towne Centre Drive, Suite 100 (“Sublicensee)
33,333,350 Shares of Common Stock BIONANO GENOMICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2021 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
Bionano Genomics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), an aggregate of 33,333,350 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 5,000,002 shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over‑allotments in connection with the sale of the Firm Shares. The Firm Shares and the Company Option Shares are collectively called the “Shares.”
