Bionano Gets Green Light for Warrant Exercise Plan in Key Shareholder Vote

Rhea-AI Filing Summary

Bionano Genomics (NASDAQ: BNGO) has filed an 8-K/A to amend its previous filing from June 13, 2025, correcting voting results for two key proposals. The amendment specifically addresses errors in reporting Broker Non-Votes and Votes For on Proposals 3 and 4.

Key Corrections:

• Proposal 3 (Ratification of BDO USA as auditor): Corrected to show 0 Broker Non-Votes instead of previously reported 769,744
• Proposal 4 (Warrant Exercise Share Issuance): Updated to show 396,176 Votes For (previously 369,176) and 769,744 Broker Non-Votes (previously unreported)

The corrections do not affect the outcome of either vote. Proposal 4 approved the issuance of up to 661,374 shares of common stock related to warrant exercises from a January 3, 2025 securities purchase agreement with institutional investors, in compliance with Nasdaq Listing Rule 5635(d).

Positive

• Stockholders approved the issuance of up to 661,374 shares of common stock for warrant exercises from the January 2025 securities purchase agreement

Negative

• None.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):June 10, 2025

Bionano Genomics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38613

26-1756290

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9540 Towne Centre Drive, Suite 100 San Diego, California

92121

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 888-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

BNGO

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Explanatory Note.

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends Item 5.07 of the Current Report on Form 8-K filed by Bionano Genomics, Inc. (the “Company”) with the Securities and Exchange Commission on June 13, 2025 (the “Original Form 8-K”) solely to correct an error in the reporting of Broker Non-Votes on Proposal 3 and the report of Votes For and Broker Non-Votes on Proposal 4. Specifically, this Amendment No. 1 amends the Original Form 8-K to reflect that there were (i) 0 Broker Non-Votes relating to Proposal 3 and 769,944 Broker Non-Votes relating to Proposal 4 and (ii) a total 396,176 Votes For Proposal 4 instead of the 369,176 reported in the Original Form 8-K. The corrections do not impact the results of the votes on either Proposal. No other changes have been made to the Original Form 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Previously reported:

Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of BDO USA, P.C. by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
1,304,265						99,528						79,570						769,744

Proposal 4. Approval of the Issuance of Shares of Common Stock Issuable Upon Exercise of Purchase Warrants.

The Company’s stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 661,374 shares of common stock issuable upon exercise of certain Purchase Warrants issued pursuant to the securities purchase agreement, dated January 3, 2025, among the Company and certain institutional investors party thereto. The final voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
369,176						311,661						5,782						—

Corrected:

Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of BDO USA, P.C. by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
1,304,265						99,528						79,570						—

Proposal 4. Approval of the Issuance of Shares of Common Stock Issuable Upon Exercise of Purchase Warrants.

The Company’s stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 661,374 shares of common stock issuable upon exercise of certain Purchase Warrants issued pursuant to the securities purchase agreement, dated January 3, 2025, among the Company and certain institutional investors party thereto. The final voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
396,176						311,661						5,782						769,744

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Bionano Genomics, Inc.

Date: June 18, 2025

By:

/s/ R. Erik Holmlin, Ph.D.

R. Erik Holmlin, Ph.D.

President and Chief Executive Officer (Principal Executive Officer)

FAQ

What changes did BNGO make in their 8-K/A amendment filed on June 28, 2025?

BNGO filed Amendment No. 1 to correct voting results reporting errors from their June 13, 2025 filing. Specifically, they corrected: (1) Broker Non-Votes for Proposal 3 from 769,744 to 0, (2) Votes For on Proposal 4 from 369,176 to 396,176, and (3) Broker Non-Votes for Proposal 4 from 0 to 769,744. The company noted these corrections did not impact the final results of either proposal.

How many shares of BNGO common stock were approved for issuance under the Purchase Warrants?

BNGO stockholders approved the issuance of up to 661,374 shares of common stock issuable upon exercise of Purchase Warrants, which were issued pursuant to a securities purchase agreement dated January 3, 2025 with institutional investors. This approval was required for compliance with Nasdaq Listing Rule 5635(d).

What was the voting result for BNGO's auditor ratification in 2025?

BNGO stockholders ratified BDO USA, P.C. as the company's independent registered public accounting firm for fiscal year 2025 with 1,304,265 votes in favor, 99,528 votes against, and 79,570 abstentions. There were no broker non-votes for this proposal.

What was the final vote tally for BNGO's Purchase Warrants approval in 2025?

The final voting results for BNGO's Purchase Warrants approval showed 396,176 votes in favor, 311,661 votes against, 5,782 abstentions, and 769,744 broker non-votes. The proposal was approved by stockholders for compliance with Nasdaq listing requirements.