Bionano Genomics Inc SEC Filings

Bionano Genomics, Inc. filed a Form 8-K reporting a material corporate event and attached transaction documents. The filing lists exhibit materials that include the Form of Pre-Funded Warrant, Form of Series E/F Warrant, and a Form of Securities Purchase Agreement. It also includes two press releases: one dated September 16, 2025 announcing the pricing of an Offering, and one dated September 17, 2025 announcing the closing of the Offering. The filing provides the company’s registered details and Nasdaq listing (BNGO) but does not disclose transaction amounts, share counts, or other financial terms within the text provided.

Lincoln Alternative Strategies LLC reported beneficial ownership of 525,000 shares of Bionano Genomics, Inc. common stock, representing 5.42% of the 9,680,265 shares outstanding as of September 17, 2025. The filing indicates Lincoln has sole voting and dispositive power over these shares and states the holdings were not acquired to change or influence control of the issuer. The statement is submitted on a Schedule 13G under the Securities Exchange Act.

Bionano Genomics, Inc. (BNGO) is offering 4,925,000 shares of common stock, 75,000 pre-funded warrants and 10,000,000 warrants (Series E and F) that together could result in 10,075,000 shares if exercised. The prospectus discloses expected closing and delivery around September 17, 2025 and a Nasdaq closing stock price of $2.77 per share on September 15, 2025. Estimated net proceeds after placement agent fees and offering expenses are approximately $9.0 million. Placement agent compensation totals 6.0% cash fee plus 0.5% management fee and specified expense reimbursements. The company warns of a limited trading market and liquidity for the Pre-Funded Warrants and Warrants, and states it needs significant additional financing and must manage costs to continue as a going concern within 12 months of its Form 10-Q for the quarter ended June 30, 2025. The prospectus lists outstanding potential dilution: 191,532 option shares, 2,081,089 warrant shares, 633,704 convertible-note shares and various plan reserves.

Bionano Genomics, Inc. (BNGO) is offering 4,925,000 shares of common stock, 75,000 pre-funded warrants and 10,000,000 warrants (Series E and F) that together could result in 10,075,000 shares if exercised. The prospectus discloses expected closing and delivery around September 17, 2025 and a Nasdaq closing stock price of $2.77 per share on September 15, 2025. Estimated net proceeds after placement agent fees and offering expenses are approximately $9.0 million. Placement agent compensation totals 6.0% cash fee plus 0.5% management fee and specified expense reimbursements. The company warns of a limited trading market and liquidity for the Pre-Funded Warrants and Warrants, and states it needs significant additional financing and must manage costs to continue as a going concern within 12 months of its Form 10-Q for the quarter ended June 30, 2025. The prospectus lists outstanding potential dilution: 191,532 option shares, 2,081,089 warrant shares, 633,704 convertible-note shares and various plan reserves.

Amended Form 4: Mark Oldakowski, Chief Operating Officer of Bionano Genomics, reported an amended insider transaction related to restricted stock units. On 09/11/2025 a grant of RSUs vested and the issuer withheld 59 shares to satisfy tax withholding obligations at a reported price of $4.06 per share. After the withholding, the reporting person beneficially owned 915 shares of Bionano Genomics common stock on a direct basis. The amendment was filed on 09/12/2025 and is limited to reporting the share withholding related to the RSU settlement that originally vested on 09/11/2025.

Bionano Genomics, Inc. (BNGO) filed a registration statement on Form S-1 to offer securities, with delivery expected in 2025. The prospectus discloses a planned offering with estimated net proceeds of approximately $9.0 million after placement agent fees and estimated offering expenses. Placement agent compensation includes a 6.0% cash fee, a 0.5% management fee, and reimbursement caps for legal and other costs. The company warns of material risks, including the need for significant additional financing to continue as a going concern within 12 months of its June 30, 2025 quarter filing. Corporate provisions described include Delaware Section 203 anti-takeover protections, a Court of Chancery exclusive forum provision, indemnification for directors and officers, and outstanding dilutive instruments: 191,532 options, 2,081,088.57 warrants, and 633,703.70 shares issuable on convertible notes. Recent private placements in 2023 and 2024 are summarized and certain exhibits contain redactions.

Bionano Genomics, Inc. reported interim unaudited results showing recurring losses and cash constraints. As of June 30, 2025 the company held $3.6 million in cash and cash equivalents, $12.9 million in short-term investments, $11.0 million in restricted short-term investments and working capital of $18.5 million. The company had $12.1 million principal outstanding under its senior secured convertible debentures and an accumulated deficit of $703.2 million. The company used $6.3 million of cash in operations during the six months ended June 30, 2025 and management stated there is substantial doubt about its ability to continue as a going concern without raising additional capital. Management expects operating losses and negative cash flows to continue for at least the next year and believes existing resources are sufficient into at least the first quarter of 2026 assuming current plans. Significant financing and conversion activity included a reverse stock split (1-for-60), registered direct offerings in January 2025 (~$10.0 million gross proceeds) and at-the-market sales under an ATM Agreement with H.C. Wainwright in 2025 (multiple tranches totaling millions in gross proceeds). Restructuring actions in 2023 and 2024 reduced headcount and caused related charges and impairments previously recorded.

Bionano Genomics, Inc. filed a Form 8-K reporting that on August 14, 2025 it issued a press release containing its financial results for the quarter ended June 30, 2025. The filing states the full press release is attached as Exhibit 99.1 to the report and notes that, consistent with applicable SEC guidance, the press release and related information are furnished rather than "filed" and are therefore not subject to Section 18 liabilities or automatically incorporated by reference into other SEC filings. The 8-K also contains a standard forward-looking statements caution describing assumptions, risks (including financing needs and geopolitical and macroeconomic uncertainty) and the possibility that actual results may differ materially from expectations.

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).