Bionano Genomics Enters Into Debt and Equity Financing Agreements Totaling $41.5 Million in Commitments
March 14, 2019, SAN DIEGO — Bionano Genomics, Inc. (NASDAQ: BNGO), a life sciences instrumentation company that develops and markets Saphyr, a platform for ultra-sensitive and ultra-specific structural variation detection in genome analysis, today announced it has entered into financing agreements totaling $41.5 million in debt and equity commitments from affiliates of Innovatus Capital Partners, LLC, East West Bank and Aspire Capital Fund, LLC.
Below is a summary of the foregoing agreements:
The Company has entered into a Loan and Security Agreement with an affiliate of Innovatus Capital Partners, LLC (“Innovatus”), and East West Bank. Innovatus has agreed to make term loans in the aggregate of $25.0 million available to the Company, with funding of $20.0 million expected to occur on or about March 22, 2019. The Company will be eligible to draw on a $5.0 million second tranche upon achievement of certain financial milestones. The Company intends to use approximately $11 million of the term loan proceeds to terminate its existing debt with Midcap Financial Services, LLC. In addition, Innovatus will receive 3.75% warrant coverage on each tranche of the term loan. Pursuant to the agreement, East West Bank has agreed to make a revolving line of credit of up to $5.0 million available to the Company.
The Company has entered into a Common Stock Purchase Agreement with affiliates of Innovatus, pursuant to which such affiliates purchased 406,504 shares of the Company’s common stock for an aggregate purchase price of $1.5 million. The Company also entered into a Registration Rights Agreement with the purchasers of its common stock to facilitate the sale and distribution of all or a portion of such shares pursuant to a registration statement to be filed with the SEC.
The Company has entered into a Common Stock Purchase Agreement for up to $10.0 million with Aspire Capital Fund, LLC (“Aspire Capital”). Today, Aspire made an initial purchase of 272,479 shares of the Company’s common stock for an aggregate purchase price of $1.0 million. In addition, Aspire Capital has committed to purchase up to $9.0 million of additional shares of the Company’s common stock upon the Company’s request from time to time during a 30-month period and at prices based on the market price at the time of each sale. There are no warrants, derivatives or other securities associated with this agreement. As consideration for Aspire Capital’s obligations under the Agreement, the Company issued 69,444 shares of its common stock to Aspire Capital as a commitment fee. The Company also entered into a Registration Rights Agreement with Aspire Capital that requires the Company to file a registration statement for the resale of the shares sold to Aspire Capital.
Additional detail regarding the foregoing agreements is set forth in the Company’s Current Report on Form 8-K, filed today with the SEC.
“Bionano’s technology for detection of structural variants in patients with genetic disease and cancer has the potential to simplify the current diagnostic odyssey and shorten the search for answers,” commented Claes Ekstrom, Managing Director at Innovatus. “We are excited to support Bionano’s quest to yield genetic information for patients that has long been unavailable.”
“Given management’s proven track record, attractive comparable valuations based on recent M&A activity, independent validation of the technology platform through publication in high impact journals, and continued progress in improving both cost and throughput of the system, we are very pleased to establish this long-term financial partnership and to support Bionano’s pioneering efforts in the field of digital cytogenetics,” said Steven G. Martin, Managing Member of Aspire Capital. “Through our diligence, we’ve come to recognize the significant limitations conventional technologies have in identifying large structural variants. We believe that Saphyr enables the elucidation of these genomic changes and their potential far-reaching impact on human biology.”
“The financing enables us to further develop our global commercialization strategy and enhances our ability to drive the adoption of the Saphyr system,” said Erik Holmlin, Ph.D., CEO of Bionano. “We are delighted to be partnering with Innovatus Capital, East West Bank and Aspire Capital. We are also pleased to have lengthened our current cash runway in such a capital-efficient manner.”
About Bionano Genomics
Bionano is a life sciences instrumentation company in the genome analysis space. Bionano develops and markets the Saphyr system, a platform for ultra-sensitive and ultra-specific structural variation detection that enables researchers and clinicians to accelerate the search for new diagnostics and therapeutic targets and is designed to drive the adoption of digital cytogenetics, which is a more systematic, streamlined and industrialized form of traditional cytogenetics. The Saphyr system comprises an instrument, chip consumables, reagents and a suite of data analysis tools.
About East West Bank
East West Bank (NASDAQ: EWBC) is the largest independent bank headquartered in Southern California and among the 30 largest banks in the United States with total assets of over $40 billion. As the premier financial bridge between East and West, the bank focuses exclusively on the United States and Greater China markets and operates over 130 locations worldwide. Forbes has named East West Bank among the top 15 of “America's 100 Best Banks.” For more information on East West Bank, visit their website at www.eastwestbank.com.
About Aspire Capital
Aspire Capital Fund, LLC is a Chicago-based, long-only investment fund focused on making open market and direct equity investments in publicly traded companies. Aspire Capital Fund, LLC is managed by Aspire Capital Partners, LLC.
About Innovatus Capital Partners
Innovatus Capital Partners, LLC, is an independent adviser and portfolio management firm with ~$1.9B in assets under management. The firm adheres to an investment strategy that identifies distressed, disruptive and growth opportunities in the less obvious market segments across multiple asset categories. Through deep industry networks and experience across asset classes, Innovatus will acquire or create assets with a focus on premium and durable income streams. Innovatus will invest through various channels including joint ventures and/or partnerships with industry-leading companies, the creation of de novo entities, and investments in or acquisitions of established companies. A unifying theme of Innovatus’ investment strategy is capital preservation and income generation. More information about Innovatus Capital Partners can be found at www.innovatuscp.com.
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