UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2026
Bionano Genomics, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-38613 |
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26-1756290 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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9540 Towne Centre Drive, Suite 100 San Diego, California |
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92121 |
(Address of Principal Executive Offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
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BNGO |
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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. ☐
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of President and Chief Executive Officer
On May 5, 2026 (the “Effective Date”), Bionano Genomics, Inc. (the “Company”) R. Erik Holmlin, Ph.D. was terminated as the Company’s President and Chief Executive Officer, effective immediately. In connection with his termination, Dr. Holmlin resigned from the Company’s Board of Directors (the “Board”) and any committees thereof, effective as of the Effective Date.
Dr. Holmlin is entitled to receive severance benefits in accordance with the terms of his employment agreement, subject to execution of a release and the other conditions in such agreement. It is expected that Dr. Holmlin will enter into a consulting agreement with the Company, pursuant to which he will serve as a consultant to the Company on an as-needed basis to assist with an orderly transition.
Appointment of Interim Chief Executive Officer
As of the Effective Date, the Board appointed Albert A. Luderer, Ph.D., who currently serves as the Company’s Chairman of the Board, as the Company’s Interim Chief Executive Officer. In this role, he will also serve as the Company’s interim principal financial officer. Dr. Luderer will continue to serve as Chairman of the Board but, in connection with his appointment, will no longer serve as a member of the Compensation Committee, the Audit Committee and the Nominating and Corporate Governance Committee of the Board. The Company intends to promptly commence a search to identify a permanent Chief Executive Officer.
Dr. Luderer, age 77, has served on the Board since October 2011 and as Chairman of the Board since June 2024. Since September 2013, Dr. Luderer has served as the Chief Executive Officer and a member of the board of directors of Indi Molecular, Inc., a private synthetic antibody technology company. He has also served as the Executive Chairman of the board of directors of Prostate Management Diagnostics Inc., a non-profit cancer research company, since January 2016, and as the Chairman of the board of directors and a member of the compensation committee of AllerGenis, LLC, a private diagnostic company, from September 2021 through May 2025. Dr. Luderer previously served as the Chief Executive Officer of Integrated Diagnostics, Inc., a private molecular diagnostics company, from March 2010 to June 2018, when it was sold to Biodesix, Inc. Dr. Luderer has over 50 years of experience in executive leadership roles in the areas of technology development, operations and business development. Dr. Luderer received his B.A. in Zoology from Drew University and his M.S. in Immunochemistry and Ph.D. in Immunogenetics from Rutgers University.
Dr. Luderer has no family relationships with any current director, director nominee, or executive officer of the Company, and there are no transactions or proposed transactions, to which the Company is a party or intends to become a party in which Dr. Luderer has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Dr. Luderer’s appointment as Interim Chief Executive Officer was not made pursuant to any arrangement or understanding with any other person.
In connection with his appointment, Dr. Luderer and the Company entered into an Offer Letter on May 6, 2026 (the “Offer Letter”), which, among other things, provides for the terms of his at-will employment, which is terminable by either Dr. Luderer or the Company at any time with or without cause, an annual base salary of $600,000, a 2026 annualized incentive bonus opportunity with a maximum of $400,000 (which will be pro rated for time served in the interim CEO role), which may be earned based on achievement of performance metrics approved by the Board’s Compensation Committee, and a housing and travel stipend of $4,000 per month. In addition, Dr. Luderer will generally be entitled to participate in the Company’s broad-based benefit and welfare plans.
The foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by the full text of the Offer Letter, a copy of which will be filed with a future report filed with the Securities and Exchange Commission.
Appointment of Lead Independent Director
As of the Effective Date, the Board appointed Christopher J. Twomey to serve as Lead Independent Director of the Board, and to serve as a member of the Compensation Committee of the Board.
On May 6, 2026, the Company issued a press release announcing leadership transition described herein. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
99.1 |
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Press Release, dated May 6, 2026. |
104 |
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Inline XBRL for the cover page of this Current Report on Form 8-K |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Bionano Genomics, Inc. |
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Date: May 6, 2026 |
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By: |
/s/ Albert A. Luderer, Ph.D. |
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Albert A. Luderer, Ph.D. |
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Interim Chief Executive Officer |
Bionano Announces Leadership Transition
SAN DIEGO, May 6, 2026 (GLOBE NEWSWIRE) - Bionano Genomics, Inc. (Nasdaq: BNGO) today announced that Al Luderer, Ph.D., chairman of Bionano’s Board of Directors, has been appointed interim president and chief executive officer, effective May 5, 2026. Dr. Luderer will continue to serve as chairman, and director Chris Twomey will serve as Lead Independent Director. He succeeds Erik Holmlin, PhD, who is staying on as an advisor. The company anticipates a seamless transition without business disruption.
Dr. Luderer brings both deep industry experience and knowledge of Bionano having served on its Board of Directors since November 2011 and served as Chairman of its Board of Directors since June 2024. Dr. Luderer has three decades of experience in biotechnology, with special focuses on technology, business development and commercialization. Dr. Luderer previously served as CEO of Indi Molecular, president and CEO of BioTrove, CEO of Light Sciences and president and COO of bioMérieux, Inc.
"I am honored to step into this role and deeply committed to Bionano's mission and the long-term opportunity we are pursuing,” said Dr. Luderer, interim president and chief executive officer of Bionano. “Having worked closely with this team as Chairman, I have a clear view of both the strengths of this organization and the work ahead. I look forward to working alongside our talented employees, partners, and shareholders to maintain momentum and position Bionano well for its next chapter of growth, and look forward to working with the Board on identifying our next CEO. I also want to thank Erik for his contributions and dedication to Bionano.”
"Al brings an extraordinary combination of deep industry expertise and intimate knowledge of Bionano, having been a trusted member of our Board for more than a decade and serving as Chairman since 2024. His three decades of experience leading biotechnology and life sciences companies - from early-stage technology development through commercialization - make him exceptionally well-suited to lead Bionano through this transition. The Board has full confidence in Al’s ability to provide strong and steady leadership as we conduct a thorough search for our next permanent Chief Executive Officer," said Mr. Twomey.
About Bionano Genomics
Bionano is a provider of genome analysis solutions that can enable researchers and clinicians to reveal answers to challenging questions in biology and medicine. The Company’s mission is to transform the way the world sees the genome through optical genome mapping (OGM) solutions, diagnostic services and software. The Company offers OGM solutions for applications across basic, translational and clinical research. The Company also offers an industry-leading, platform-agnostic genome analysis software solution, and nucleic acid extraction and purification solutions using proprietary isotachophoresis (ITP) technology. Through its Lineagen, Inc. d/b/a Bionano Laboratories business, the Company also offers OGM-based diagnostic testing services.
For more information, visit www.bionano.com or www.bionanolaboratories.com.
Bionano’s products are for research use only and not for use in diagnostic procedures.
Forward-Looking Statements of Bionano Genomics
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) convey uncertainty of future events or outcomes and are intended to identify forward-looking statements. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: our expectations regarding market adoption of our products; our commercial prospects and future financial and operating results; and our ability to meet our stated goals and commercial opportunities. Each of these forward-looking statements involves risks and uncertainties. Accordingly, investors and prospective investors are cautioned not to place undue reliance on these forward-looking statements as they involve inherent risk and uncertainty (both general and specific) and should note that they are provided as a general guide only and should
not be relied on as an indication or guarantee of future performance. There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to: our ability to continue as a going concern within 12 months of filing our Annual Report on Form 10-K for the year ended December 31, 2025, which requires us to manage costs and obtain significant additional financing to fund our strategic plans and commercialization efforts; our ability to execute on our strategy and achieve our objectives; the impact and utility of our cost savings initiative and our recent financing; our ability to continue to drive OGM (as defined above) adoption by potential customers for routine use in genomic analysis; the impact, or lack thereof, of Category I CPT codes to accelerate or increase the adoption of OGM; continued research, presentations and publications involving OGM and its utility compared to traditional cytogenetics and our technologies; the impact of our Stratys system and VIA software to increase throughput and simplify analysis of OGM data; our ability to drive adoption of OGM and our technology solutions; our ability to further deploy new products and applications for our technology platforms; our expectations and beliefs regarding future growth of the business and the markets in which we operate; our ability to consummate any strategic alternatives including the risk that if we fail to obtain additional financing we may seek relief under applicable insolvency laws; the size and growth potential of the markets for our products, and our ability to serve those markets; the rate and degree of market acceptance of our products; our ability to manage the growth of our business and integrate acquired businesses; our ability to expand our commercial organization to address effectively existing and new markets that we intend to target; the impact from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries; our ability to compete effectively in a competitive industry; the introduction of competitive technologies or improvements in existing technologies and the success of any such technologies; the performance of our third-party contract sales organizations, suppliers and manufacturers; our ability to attract and retain key scientific or management personnel; the accuracy of our estimates regarding expenses, future revenues, reimbursement rates, capital requirements and needs for additional financing; the impact of adverse geopolitical and macroeconomic developments, such as recent and future bank failures, the ongoing conflicts between Ukraine and Russia and in the Middle East, and related sanctions, regional or global pandemics, inflation, tariffs, increased cost of goods, supply chain issues, and global financial market conditions on our business and operations, as well as the business or operations of our suppliers, customers, manufacturers, research partners and other third parties with whom we conduct business and our expectations with respect to the duration of such impacts and the resulting effects on our business; our ability to realize the anticipated benefits and synergies of our prior and any future
acquisitions or other strategic transactions; our ability to attract collaborators and strategic partnerships; and the risks and uncertainties associated with our business and financial condition in general, including the risks and uncertainties described in our filings with the Securities and Exchange Commission (“SEC”), including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q and in other filings subsequently made by us with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise, except as may be required by law.
CONTACT
Investor Relations:
Webb Campbell
Gilmartin Group
+1 (415) 520-5817