BNGO Bionano Genomics Inc

BIONANO GENOMICS, INC

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(1) This amount includes 503,551.80 shares of common stock currently held and 104,374.19 shares of common stock issuable pursuant to Tranche A Warrants and 241,626.30 shares of common issuable pursuant to warrants issued in connection with an equity offering.

(1) This amount includes 503,551.80 shares of common stock currently held and 104,374.19 shares of common stock issuable pursuant to Tranche A Warrants and 241,626.30 shares of common issuable pursuant to warrants issued in connection with an equity offering.

(1) This amount includes 781,504 shares of common stock currently held and 161,987 shares of common stock issuable pursuant to Tranche A Warrants and 375,000 shares of common issuable pursuant to warrants issued in connection with an equity offering.

(1) This amount includes 277,952.20 shares of common stock currently held and 57,612.81 shares of common stock issuable pursuant to Tranche A Warrants and 133,373.70 shares of common issuable pursuant to warrants issued in connection with an equity offering.

(1) This amount includes 277,952.20 shares of common stock currently held and 57,612.81 shares of common stock issuable pursuant to Tranche A Warrants and 133,373.70 shares of common issuable pursuant to warrants issued in connection with an equity offering.

Item 2.     Identity and Background.

Item 2 of the Schedule 13D filed by the Reporting Persons (as defined therein) on April 2, 2019 (the “Prior Schedule”) is hereby amended and restated as follows:

This statement is being filed by (a) Innovatus Life Sciences GP, LP, a Delaware limited liability company ("Innovatus GP"), which is the general partner of Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership ("Innovatus Fund"), (b) Innovatus Fund, which is a private investment fund that has acquired Shares of the Company, Tranche A Warrants, and shares of common issuable pursuant to warrants issued in connection with an equity offering (together with the Tranche A Warrants, the “Warrants”) through public and private transactions, (c) Innovatus Capital Partners, LLC, a Delaware limited liability company ("Innovatus Management") that serves as investment manager to each of Innovatus Fund and Innovatus Offshore Fund (as defined below); (d) Innovatus Life Sciences Offshore GP, LP, a Cayman Islands exempted limited partnership ("Innovatus Offshore GP") which is the general partner of Innovatus Life Sciences Offshore Fund I-A, LP, a Cayman Islands exempted limited partnership ("Innovatus Offshore Fund" and together with Innovatus GP, Innovatus Fund, Innovatus Management and Innovatus Offshore GP, the "Reporting Persons"); and (e) Innovatus Offshore Fund, which is a private investment fund that has acquired Shares of the Company and Warrants of the Company through private transactions.

Each of (i) Innovatus Flagship Parent GP, LLC ("Innovatus Holdings"), which is the parent company of Innovatus GP, (ii) Innovatus Offshore Parent GP, LLC ("Innovatus Offshore Holdings" and, together with Innovatus Holdings, the “Parent Companies”) and (iii) David Schiff, a citizen of the United States, who is a control person of the Parent Companies (together, the "Additional Disclosed Persons") could be deemed to control one or more of the Reporting Persons and information regarding such Additional Disclosed Persons is accordingly furnished in Items 2-6 herein.  Further information regarding the identities and background of the Reporting Person and the Additional Disclosed Persons (together, the "Disclosed Parties") is set forth in Appendix 1 hereto.

During the last five years, none of the Disclosed Parties, nor, to the best knowledge of the Disclosed Parties, any of their respective executive officers, their respective directors, or any other persons controlling them has: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.     Source and Amount of Funds or Other Consideration.

Item 3 of the Prior Schedule is hereby amended and restated as follows:

The Shares reported on March 22, 2019 as being beneficially owned by the Reporting Persons were acquired (i) by Innovatus Fund and Innovatus Offshore Fund, with respect to the common stock, pursuant to a direct purchase from the Company pursuant to a Common Stock Purchase Agreement dated March 14, 2019, the form of which is filed with the Securities and Exchange Commission (the "SEC") as Exhibit 10.3 to the Company’s filing on Form 8-K made on March 14, 2019 (the "Purchase Agreement") and (ii) by Innovatus Fund, with respect to the Tranche A Warrants, in connection with a Loan and Security Agreement with the Company dated as of March 14, 2019, the form of which is filed with the SEC as Exhibit 10.2 to the Company’s filing on Form 8-K made on March 14, 2019 (the "Loan Agreement") and which is incorporated herein by reference.  The funds used in such purchases were from available investment capital.  On October 21, 2019, additional Shares and Warrants were acquired pursuant to a public offering. The funds used in such purchases were from available investment capital.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Prior Schedule is hereby amended and restated as follows:

Based on the most recent information available to the Reporting Persons, the Company has (i) 21,448,109 Shares outstanding (including the Shares issuable to Innovatus Fund and the Offshore Fund under the Warrants). As of October 21, 2019, (a) Innovatus GP and Innovatus Fund may be deemed to beneficially own 849,552.29 Shares, which represents approximately 3.96% of the outstanding Shares, (b) Innovatus Management may be deemed to beneficially own 1,318,491 Shares, which represents approximately 6.15% of the outstanding Shares, and (c) Innovatus Offshore GP and Innovatus Offshore Fund may be deemed to beneficially own 468,938.71 Shares, which represents approximately 2.19% of the outstanding Shares.  The number of Shares which may be deemed to be beneficially owned by the Reporting Persons and the additional disclosed parties are as follows:

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TRANSACTIONS

All of the Shares reported on March 22, 2019 were acquired (i) by Innovatus Fund and Innovatus Life Sciences Offshore Fund I, LP with respect to the common stock, in a direct purchase from the Company pursuant to the Purchase Agreement and (ii) by Innovatus Fund, with respect to the Tranche A Warrants, in connection with the Loan Agreement.  Total consideration of $1,500,000 was paid for the shares of the Company’s common stock and the Tranche A Warrants were issued in consideration for funding a tranche of the loan made under the Loan Agreement.  The Exercise Price of the Tranche A Warrants is $0.48 per share and the Exercise Price of the warrants issued in connection with an equity offering is $0.86 per share. On October 21, 2019, additional Shares were acquired pursuant to public and private transactions at a price of $0.86 per share.

Shares were transferred from Innovatus Life Sciences Offshore Fund I, LP to Innovatus Life Sciences Offshore Fund I-A, LP for structuring reasons.

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, the Additional Disclosed Parties expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.

SIGNATURES

The undersigned certify, after reasonable inquiry and to the best knowledge and belief of the undersigned, that the information set forth in this Statement is true, complete and correct.  The undersigned agree to the filing of this Amendment No. 1 to the Statement on Schedule 13D.

APPENDIX 1

New York, NY 10017