As filed with the Securities and Exchange Commission on March 9, 2023

Registration No. 333-

(Exact name of registrant as specified in its charter)

Bionano Genomics, Inc. Amended and Restated 2018 Equity Incentive Plan, as amended

Bionano Genomics, Inc. 2018 Employee Stock Purchase Plan

Bionano Genomics, Inc. 2020 Inducement Plan, as amended

(Full titles of the plans)

R. Erik Holmlin, Ph.D.

President and Chief Executive Officer

Bionano Genomics, Inc.

9540 Towne Centre Drive, Suite 100

San Diego, California 92121

(858) 888-7600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

---

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Bionano Genomics, Inc. (the “Registrant”) for the purpose of registering (i) an additional 14,850,682 shares of Registrant’s Common Stock, par value $0.0001 per share (“Common Stock”), under the Registrant’s 2018 Equity Incentive Plan, as amended (the “2018 Plan”), pursuant to the provisions of the 2018 Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2018 Plan, (ii) 220,000 additional shares of Common Stock under the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”) pursuant to the provisions of the 2018 ESPP providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2018 ESPP, and (iii) 1,000,000 additional shares of Common Stock under the Registrant’s 2020 Inducement Plan, as amended (the “Inducement Plan”), for an aggregate of 4,100,000 shares of Common Stock issuable under the Inducement Plan, pursuant to an amendment to the Inducement Plan approved by the Board of Directors of the Registrant on November 21, 2022.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

Item 8.

Exhibits.

Exhibit Number		Description
4.1(1)		Amended and Restated Certificate of Incorporation of the Registrant, as amended.
4.2(2)		Amended and Restated Bylaws of the Registrant.
4.3(3)		Form of Common Stock Certificate of the Registrant.
4.4(4)		Registration Rights Agreement, dated March 14, 2019, by and among the Company and the Innovatus Investors.
5.1		Opinion of Cooley LLP.
23.1		Consent of BDO USA LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Cooley LLP. Reference is made to Exhibit 5.1.
24.1		Power of Attorney. Reference is made to the signature page hereto.
99.1(5)		Bionano Genomics, Inc. 2018 Equity Incentive Plan, as amended (the “2018 Plan”).
99.1A(6)		Forms of grant notice, stock option agreement and notice of exercise under the 2018 Plan.
99.1B(6)		Forms of director grant notice, stock option agreement and notice of exercise under the 2018 Plan.
99.1C(6)		Forms of double-trigger grant notice, stock option agreement and notice of exercise under the 2018 Plan.
99.1D(3)		Forms of international grant notice, stock option agreement and notice of exercise under the 2018 Plan.
99.1E(7)		Forms of restricted stock unit grant notice and restricted stock unit award agreement under the 2018 Plan.
99.2(8)		Bionano Genomics, Inc. 2018 Employee Stock Purchase Plan.
99.3(9)		Bionano Genomics, Inc. 2020 Inducement Plan, as amended.
99.3A(10)		Form of Stock Option Grant Notice and Stock Option Agreement under the Bionano Genomics, Inc. 2020 Inducement Plan, as amended.
107		Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 9, 2023.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of R. Erik Holmlin, Ph.D. and Christopher Stewart as his or her true and lawful attorney-in-fact and agent, with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

---