8-K
filed April 14, 2023, 7:59 PM ET
ticker BNGO
CIK 0001411690
other material
confidence high
sentiment neutral
materiality 0.65
Bionano issues Series A Preferred with 3B votes to Board Chair to facilitate reverse stock split
Bionano Genomics, Inc.
- Issued one share of Series A Preferred to Chair David Barker for $100; share carries 3,000,000,000 votes.
- Preferred votes only on Reverse Stock Split Proposal, mirroring common stock votes (excluding abstentions and broker non-votes).
- Quorum requirement for stockholder meetings reduced from majority to one-third of outstanding shares.
- Series A Preferred is non-convertible, ranks senior on liquidation, and will be redeemed automatically after reverse split approval.
- Sale exempt under Section 4(a)(2) as accredited investor; shares cannot be transferred without Board consent prior to reverse split vote.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bionano Genomics, Inc.: Amended Section 8 of Article III of Bylaws to reduce stockholder meeting quorum from majority to one-third of stock outstanding and entitled to vote (effective 2023-04-13).
- Change
- bylaw amendment
- Effective
- 2023-04-13
Exact text from the filing
Effective April 13, 2023, the Board amended Section 8 of Article III of the Company’s Amended and Restated Bylaws to reduce the quorum requirement for all meetings of stockholders of the Company from a majority of the stock outstanding and entitled to vote to one-third of the stock outstanding and entitled to vote.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bionano Genomics, Inc.: Filed Certificate of Designation for Series A Preferred Stock establishing preferences, rights, and limitations (effective 2023-04-13).
- Change
- charter amendment
- Effective
- 2023-04-13
Exact text from the filing
On April 13, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Bionano Genomics, Inc. entered into Purchase Agreement with David Barker valued at $100.00 (effective 2023-04-13).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- David Barker
- Value
- $100.00
- Effective
- 2023-04-13
Exact text from the filing
On April 13, 2023, Bionano Genomics, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with David Barker (“Purchaser”), the Chair of the Company’s Board of Directors (the “Board”), pursuant to which the Company agreed to issue and sell one share of the Company’s newly designated Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred”), to the Purchaser for a purchase price of $100.00.
View on SEC.gov
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