--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-047688" form_type: "8-K" ticker: "BNGO" cik: "0001411690" company_name: "Bionano Genomics, Inc." filed_at: "2023-10-11T23:59:59+00:00" generated_at: "2026-06-10T01:35:26.273924+00:00" event_type: "debt" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Bionano Genomics closes $80M convertible note financing with High Trail; plans 17% workforce reduction ## Summary - Entered securities purchase agreement to issue $45M registered and $35M private senior secured convertible notes due 2025; warrants to buy up to 21.66M shares at $3.1855. - Net proceeds estimated at $75.6M; proceeds used for working capital and general corporate purposes including R&D and capex. - Reduces headcount by ~66 employees (17% of full-time staff) as part of corporate reorganization to save ~$33M annually starting 2024. - Notes carry initial conversion price of ~$2.8638 per share; no regular interest; repayment at 115% of principal at maturity. - Issued press release announcing preliminary Q3 2023 results; specific figures not provided in filing. ## SEC filing metadata - accession: 0001140361-23-047688 - form_type: 8-K - ticker: BNGO - cik: 0001411690 - company_name: Bionano Genomics, Inc. - filed_at: 2023-10-11T23:59:59+00:00 - event_type: debt - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.02, 2.03, 2.05, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1411690/000114036123047688/0001140361-23-047688-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1411690/000114036123047688/ef20012228_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-047688 - JSON: https://secwatch.observer/filing/0001140361-23-047688.json - Plain text: https://secwatch.observer/filing/0001140361-23-047688.txt ## Key facts - Debt Financings Bionano Genomics, Inc. incurred senior notes of up to an additional $25.0 million aggregate principal amount of Private Placement Notes with High Trail Special Situations LLC maturing 2025. - Instrument: senior notes - Principal: up to an additional $25.0 million aggregate principal amount of Private Placement Notes - Counterparty: High Trail Special Situations LLC - Maturity: 2025 - Event: incurrence source text: and together with the Registered Notes, the “Notes”). Pursuant to the Purchase Agreement, the Company also granted the Purchaser an option to purchase up to an additional $25.0 million aggregate principal amount of Private Placement Notes initially convertible into 8,729,813 shares of the Company’s common stock (the “Subsequently Purchased Notes”) and warrants evidence_url: https://www.sec.gov/Archives/edgar/data/1411690/000114036123047688/0001140361-23-047688-index.htm - Debt Financings Bionano Genomics, Inc. incurred senior notes of $35.0 million aggregate principal amount of senior secured convertible notes due 2025 with High Trail Special Situations LLC maturing 2025. - Instrument: senior notes - Principal: $35.0 million aggregate principal amount of senior secured convertible notes due 2025 - Counterparty: High Trail Special Situations LLC - Maturity: 2025 - Event: incurrence source text: securities purchase agreement (the “Purchase Agreement”) with High Trail Special Situations LLC (the “Purchaser”) pursuant to which the Company agreed to issue and sell , (i) in a evidence_url: https://www.sec.gov/Archives/edgar/data/1411690/000114036123047688/0001140361-23-047688-index.htm - Debt Financings Bionano Genomics, Inc. incurred senior notes of $45.0 million aggregate principal amount of senior secured convertible notes due 2025 with High Trail Special Situations LLC maturing 2025. - Instrument: senior notes - Principal: $45.0 million aggregate principal amount of senior secured convertible notes due 2025 - Counterparty: High Trail Special Situations LLC - Maturity: 2025 - Event: incurrence source text: securities purchase agreement (the “Purchase Agreement”) with High Trail Special Situations LLC (the “Purchaser”) pursuant to which the Company agreed to issue and sell , (i) in a evidence_url: https://www.sec.gov/Archives/edgar/data/1411690/000114036123047688/0001140361-23-047688-index.htm - Earnings Releases Bionano Genomics, Inc. reported preliminary financial results for the third quarter of 2023. - Period: the third quarter of 2023 - Result: preliminary results source text: On October 11, 2023, the Company issued a press release announcing certain preliminary performance results for the third quarter of 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1411690/000114036123047688/0001140361-23-047688-index.htm - Material Agreements Bionano Genomics, Inc. entered into Securities Purchase Agreement with High Trail Special Situations LLC valued at $45.0 million aggregate principal amount of senior secured convertible notes due 2025; $35.0 million (effective 2023-10-11). - Action: entry - Agreement: equity purchase - Counterparty: High Trail Special Situations LLC - Value: $45.0 million aggregate principal amount of senior secured convertible notes due 2025; $35.0 million - Effective: 2023-10-11 source text: On October 11, 2023, Bionano Genomics, Inc. (the “Company,” “we,” “us,” and “our”) entered into a securities purchase agreement (the “Purchase Agreement”) with High Trail Special Situations LLC (the “Purchaser”) evidence_url: https://www.sec.gov/Archives/edgar/data/1411690/000114036123047688/0001140361-23-047688-index.htm - Restructurings & Charges Bionano Genomics, Inc. announced a restructuring with charges of approximately $0.8 million to $1.0 million affecting corporate reorganization plan (approximately 66 employees, which represents 17% of its full-time employees). - Type: restructuring - Charge: approximately $0.8 million to $1.0 million - Affected area: corporate reorganization plan - Headcount: approximately 66 employees, which represents 17% of its full-time employees source text: in stock-based compensation, and an expected reduction in cost of goods sold of approximately $1.4 million. The Company expects to incur non-recurring charges of approximately $0.8 million to $1.0 million related to the Reduction, consisting primarily of cash severance payments, employee benefits and related costs. Of the total charges, substantially all charges evidence_url: https://www.sec.gov/Archives/edgar/data/1411690/000114036123047688/0001140361-23-047688-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.