Iroquois Capital Management, LLC and two related individuals disclosed ownership stakes in Bionano Genomics common stock. Iroquois reports beneficial ownership of 367,500 shares (3.8%). Richard Abbe reports aggregate ownership of 525,000 shares (5.4%), and Kimberly Page reports 367,500 shares (3.8%). The filing states that certain warrants exercisable into additional shares (totaling 1,050,000 shares across reporting persons) exist but are subject to 4.99% beneficial ownership blockers that currently prevent their exercise. The cover pages show shared voting and dispositive power for portions of the holdings and clarify that percentages reflect the 9,755,265 shares outstanding referenced in the company prospectus.
Positive
Clear disclosure of aggregate holdings by Iroquois, Richard Abbe, and Kimberly Page with specific share counts and percentages
Compliance with reporting requirements including joint filing agreement and signed certifications
Transparency about warrants and the 4.99% beneficial ownership blockers that prevent immediate dilution
Negative
Warrants totaling 1,050,000 shares are not exercisable due to ownership blockers, meaning the current reported percentages do not reflect potential future dilution
Insights
TL;DR: A reported >5% position by an affiliated individual signals a notable investor stake while warrants remain non-exercisable due to anti-dilution caps.
The filing clearly discloses that Richard Abbe may be deemed to beneficially own 525,000 shares (5.4%), which crosses the 5% reporting threshold and is material for disclosure and potential market perception. Iroquois Capital reports 367,500 shares (3.8%) with shared voting and dispositive powers noted. Important for investors is that an aggregate of 1,050,000 warrants exist but cannot be exercised because of contractual 4.99% ownership blockers, so current ownership percentages exclude potential dilution from those warrants. This limits near-term increases in stake size from warrant exercise.
TL;DR: The filing documents governance-relevant voting and dispositive arrangements and explains disclaimers of beneficial ownership.
The disclosure details shared voting and dispositive powers and includes customary language disclaiming beneficial ownership except to the extent of pecuniary interest. The joint filing agreement and signatures from all reporting persons are provided, supporting regulatory compliance. The presence of beneficial ownership blockers in the warrants is governance-relevant because it constrains any single holder from exceeding a 4.99% threshold via warrant exercise, preserving current ownership ratios until contractual conditions permit exercise.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Bionano Genomics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09075F404
(CUSIP Number)
09/16/2025
(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)
SCHEDULE 13G
CUSIP No.
09075F404
1
Names of Reporting Persons
Iroquois Capital Management, LLC
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
367,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
367,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
367,500.00
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)
3.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Does not include 735,000 shares of Common Stock issuable upon the exercise of the Warrants (as defined in Item 4). As more fully described in Item 4, the Warrants are subject to 4.99% Beneficial Ownership Blockers, and the percentage set forth in row (11) gives effect to such Beneficial Ownership Blockers (as defined in Item 4). The Warrants are not currently exercisable due to the Beneficial Ownership Blockers.
SCHEDULE 13G
CUSIP No.
09075F404
1
Names of Reporting Persons
Richard Abbe
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
157,500.00
6
Shared Voting Power
367,500.00
7
Sole Dispositive Power
157,500.00
8
Shared Dispositive Power
367,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
525,000.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Does not include 1,050,000 shares of Common Stock issuable upon the exercise of the Warrants (as defined in Item 4). As more fully described in Item 4, the Warrants are subject to 4.99% Beneficial Ownership Blockers, and the percentage set forth in row (11) gives effect to such Beneficial Ownership Blockers (as defined in Item 4). The Warrants are not currently exercisable due to the Beneficial Ownership Blockers.
SCHEDULE 13G
CUSIP No.
09075F404
1
Names of Reporting Persons
Kimberly Page
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
367,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
367,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
367,500.00
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)
3.8 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Does not include 735,000 shares of Common Stock issuable upon the exercise of the Warrants (as defined in Item 4). As more fully described in Item 4, the Warrants are subject to 4.99% Beneficial Ownership Blockers, and the percentage set forth in row (11) gives effect to such Beneficial Ownership Blockers (as defined in Item 4). The Warrants are not currently exercisable due to the Beneficial Ownership Blockers.
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 being filed by (i) Iroquois Capital Management LLC, a Delaware limited liability company ("Iroquois"), (ii) Richard Abbe, and (iii) Kimberly Page ("Mr. Abbe" and "Ms. Page," together with Iroquois, the "Reporting Persons").
Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund Ltd. ("IMF") with Ms. Kimberly Page, each of whom is a director of IMF. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by IMF. Iroquois Capital is the investment advisor for IMF and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of Iroquois Capital Investment Group LLC ("ICIG"). As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons disclaim beneficial ownership of these shares, except to the extent of its, his or her pecuniary interest in such shares, if any.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583.
(c)
Citizenship:
Iroquois Capital Management LLC is a Delaware limited liability company. Richard Abbe is an individual who is a citizen of the United States of America. Kimberly Page is an individual who is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.0001 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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference.
The Reporting Persons' ownership of the Issuer's securities does not include: (i) warrants held directly by IMF that are exercisable for an aggregate of up to 735,000 shares of Common Stock and warrants held directly by ICIG that are exercisable for an aggregate of up to 315,000 shares of Common Stock (collectively, the "Warrants"), all of which are subject to 4.99% Beneficial Ownership Blockers (as defined below).
The Warrants contain provisions which precludes the exercise of such Warrants to the extent that, following exercise, the holder, together with its affiliates and other attribution parties, would own more than 4.99% of the Common Stock outstanding (the "Beneficial Ownership Blockers"). The shares of Common Stock listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Beneficial Ownership Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the Warrants due to the Beneficial Ownership Blockers.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference. The Company's Prospectus (Registration No. 333-290187), filed on September 16, 2025, indicates there were 9,755,265 shares of Common Stock outstanding (excluding shares of Common Stock underlying pre-funded warrants and other warrants issued at the same time) as of the completion of the offering of the Common Stock referred to therein.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
Iroquois Capital Management, LLC
Signature:
/s/ Richard Abbe
Name/Title:
Richard Abbe, President
Date:
09/17/2025
Richard Abbe
Signature:
/s/ Richard Abbe
Name/Title:
Richard Abbe
Date:
09/17/2025
Kimberly Page
Signature:
/s/ Kimberly Page
Name/Title:
Kimberly Page
Date:
09/17/2025
Exhibit Information
Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
What ownership stake does Iroquois Capital report in BNGO?
Iroquois Capital reports beneficial ownership of 367,500 shares, representing 3.8% of the class as stated in the filing.
How much of BNGO does Richard Abbe beneficially own?
Richard Abbe reports an aggregate beneficial ownership of 525,000 shares, equal to 5.4% of the outstanding common stock according to the filing.
Are there warrants related to these holdings and can they be exercised?
Yes. The filing discloses warrants exercisable for a total of 1,050,000 shares across reporting persons, but they are subject to 4.99% beneficial ownership blockers and are not currently exercisable.
What share count does the filing use to calculate percentages?
Percentages are calculated using 9,755,265 shares outstanding as set forth in the company prospectus referenced in the filing.
Do the reporting persons claim sole beneficial ownership of all disclosed shares?
No. The filing includes customary disclaimers: each reporting person disclaims beneficial ownership except to the extent of any pecuniary interest and notes shared voting and dispositive powers where applicable.
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