SAN DIEGO--(BUSINESS WIRE)--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.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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 Innovatus Capital Partners
Innovatus Capital Partners, LLC, is an independent adviser and portfolio management firm with approximately $1.7B in assets under management. Innovatus adheres to an investment strategy that identifies disruptive and growth opportunities across multiple asset categories with a unifying theme of capital preservation, income generation, and upside optionality. The firm has a dedicated team of life sciences investment professionals with deep experience in healthcare, including life sciences. Innovatus and its principals have significant experience providing debt financing to medical device, diagnostics, and biotechnology companies that address unmet medical needs, improve patient outcomes, and reduce overall healthcare expenditures. Further information can be found at innovatuscp.com.
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.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) convey uncertainty of future events or outcomes and are intended to identify these forward-looking statements. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the timing and receipt of the loan amounts from Innovatus; the anticipated use of proceeds from our financing activities; our ability to sell additional shares of our common stock to Aspire; the potential of our technology to simplify the diagnostic process; the anticipated benefits of the debt and equity financings summarized above to strengthen our ability to execute our strategic plan; and the impact of our products, including the Saphyr system, in advancing the field of genomic analysis. Each of these forward-looking statements involves risks and uncertainties. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include the risks that our sales, revenue, expense and other financial guidance may not be as expected, as well as risks and uncertainties associated with: general market conditions; satisfaction of the terms and conditions of the agreements described above, including financial milestones in our loan agreement; maintaining or increasing sales of our Saphyr system due to competition, unexpected adverse events, regulatory action and market adoption; and the risks and uncertainties associated with our business and financial condition in general, including the risks and uncertainties described in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2018 and in other filings subsequently made by us with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.
