CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 1,307,135 shares of Bionano Genomics, Inc. common stock, representing 9.9% of the class. The position consists entirely of shares issuable upon exercise of warrants.
The warrants are subject to ownership caps: a portion cannot be exercised if it would cause aggregated beneficial ownership to exceed 4.99%, and the remainder cannot be exercised above 9.99%. Bionano Genomics reported 11,777,300 shares outstanding as of June 30, 2026, which is used to calculate the ownership percentage. Heights Capital Management acts as investment manager to CVI and may be deemed to share voting and dispositive power, while each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:1,307,135 sharesOwnership percentage:9.9%Shares outstanding:11,777,300 shares+4 more
7 metrics
Beneficially owned shares1,307,135 sharesShares of Bionano Genomics common stock deemed beneficially owned via warrants
Ownership percentage9.9%Percent of Bionano Genomics common stock class beneficially owned
Shares outstanding11,777,300 sharesBionano Genomics common shares outstanding as of June 30, 2026
Lower warrant ownership cap4.99%Portion of warrants not exercisable above this beneficial ownership level
Upper warrant ownership cap9.99%Remaining warrants not exercisable above this beneficial ownership level
CUSIP09075F404CUSIP number for Bionano Genomics common stock
Filing date08/14/2026Date signed by Assistant General Counsel on behalf of reporting persons
Key Terms
beneficial owner, Section 13(d) of the Exchange Act, pecuniary interest, Limited Power of Attorney, +1 more
5 terms
beneficial ownerregulatory
"may be deemed to be the beneficial owner of all Shares owned"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Section 13(d) of the Exchange Actregulatory
"would be aggregated with such Reporting Person for purposes of Section 13(d)"
pecuniary interestfinancial
"disclaims any beneficial ownership of any such Shares, except for their pecuniary interest"
Limited Power of Attorneyregulatory
"authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney"
CUSIP No.financial
"Title of class of securities: Common Stock... CUSIP No.: 09075F404"
FAQ
What percentage of Bionano Genomics (BNGO) does CVI Investments report owning?
CVI Investments and Heights Capital Management report beneficial ownership of 9.9% of Bionano Genomics’ common stock, based on 11,777,300 shares outstanding as of June 30, 2026, including shares issuable upon exercise of warrants.
How many Bionano Genomics (BNGO) shares are reported as beneficially owned?
The reporting persons disclose beneficial ownership of 1,307,135 shares of Bionano Genomics common stock, all of which are issuable upon exercise of warrants, subject to specified 4.99% and 9.99% ownership limitations.
What ownership caps apply to the Bionano Genomics (BNGO) warrants held by the reporting persons?
The warrants include caps that limit exercisability if, after exercise, aggregated beneficial ownership would exceed 4.99% for a portion of the warrants and 9.99% for the remainder, helping keep reported ownership below those thresholds.
Who are the reporting persons in this Bionano Genomics (BNGO) Schedule 13G/A?
The filing is made by CVI Investments, Inc. and Heights Capital Management, Inc.. Heights Capital serves as investment manager to CVI and may exercise voting and dispositive power over the shares attributable to CVI.
How is the 9.9% ownership in Bionano Genomics (BNGO) calculated?
The 9.9% figure is calculated using 1,307,135 shares deemed beneficially owned over 11,777,300 Bionano Genomics shares outstanding as of June 30, 2026, as disclosed in the company’s Form 10-Q.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Bionano Genomics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
09075F404
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
09075F404
1
Names of Reporting Persons
CVI Investments, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,307,135.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,307,135.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,135.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP Number(s):
09075F404
1
Names of Reporting Persons
Heights Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,307,135.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,307,135.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,135.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Bionano Genomics, Inc.
(b)
Address of issuer's principal executive offices:
9540 Towne Centre Drive, Suite 100, San Diego, CA 92121
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of Common Stock of Bionano Genomics, Inc. (the "Company"), $0.0001 par value per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
09075F404
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). A portion of the Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 4.99%, and the remainder of the Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%.
The Company's Quarterly Report on Form 10-Q, filed on August 10, 2026, indicates there were 11,777,300 Shares outstanding as of June 30, 2026.
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
08/14/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
08/14/2026
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
24 Limited Power of Attorney*
99 Joint Filing Agreement*
* Previously filed
