Item 8.01 Other Events.
On
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
The offering is being made pursuant to the Company's effective registration
statements on Form S-3 (Registration Statement Nos. 333-245762 and 333-251956),
as previously filed with the
A copy of the opinion of
On
Forward-Looking Statements
Certain statements contained in this report are forward-looking statements that
involve a number of risks and uncertainties. Such forward-looking statements
include, without limitation, statements regarding the completion, timing and
expected net proceeds from the offering. Words such as "will," "expect," "may,"
"goal," "potential" and similar expressions are intended to identify
forward-looking statements, though not all forward-looking statements
necessarily contain these identifying words. For such statements, the Company
claims the protection of the Private Securities Litigation Reform Act of 1995.
Actual events or results may differ materially from the Company's expectations.
Factors that could cause actual results to differ materially from the
forward-looking statements include, but are not limited to, risks and
uncertainties associated with market conditions, the satisfaction of customary
closing conditions related to the public offering and the COVID-19 global
pandemic. Additional factors that could cause actual results to differ
materially from those stated or implied by the Company's forward-looking
statements are disclosed in the Company's filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description 1.1 Underwriting Agreement, datedJanuary 8, 2021 , by and amongBionano Genomics, Inc. andOppenheimer & Co. Inc. , as representatives of the several underwriters named therein. 5.1 Opinion ofCooley LLP . 23.1 Consent ofCooley LLP (included in Exhibit 5.1). 99.1 Press Release, datedJanuary 7, 2021 99.2 Press Release, datedJanuary 8, 2021 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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