Bionano Genomics, Inc. reporting persons CVI Investments, Inc. and Heights Capital Management, Inc. disclose collective beneficial ownership of 1,021,671 shares of common stock, representing 9.9% of the class. The reported holdings consist of 475,000 shares plus additional shares issuable upon exercise of warrants, with exercise limited so ownership does not exceed 9.99%.
Heights Capital Management serves as investment manager to CVI Investments and may be deemed to share voting and dispositive power over the reported shares; both entities disclaim beneficial ownership except for pecuniary interest. Exhibits include a Limited Power of Attorney and a Joint Filing Agreement.
Positive
Transparency: Clear disclosure of aggregate ownership (1,021,671 shares) representing 9.9% of the outstanding class
Control limits on warrants: Warrants include an exercise limitation preventing ownership above 9.99%, reducing immediate control risk
Formal agency documentation: Filing references a Limited Power of Attorney and Joint Filing Agreement, clarifying reporting authority
Negative
Significant stake concentration: A single economic interest equals 9.9%, which could influence governance if increased
Shared voting power: Reporting shows shared voting and dispositive power, which may obscure ultimate decision-making for some investors
Insights
TL;DR: A near-10% position disclosed, material for ownership records but routine as a passive investment disclosure.
The filing reports an aggregate 9.9% economic stake held via CVI Investments and managed by Heights Capital Management, including warrants exercisable subject to a sub-9.99% cap. For investors, this clarifies concentration of ownership and potential voting alignment but contains no operational or performance metrics. The presence of a manager-client relationship and the exercise cap on warrants are important for assessing actual near-term dilution or control changes.
TL;DR: Disclosure clarifies voting/dispositive arrangements and limits on warrant exercise; not a control change attempt.
The filing documents shared voting and dispositive power between an investment manager and its client and includes a certification that the securities were not acquired to influence control. The Limited Power of Attorney and Joint Filing Agreement formalize agency and reporting responsibilities. This is a governance disclosure that increases transparency about potential blockholder influence but does not signal a takeover or change in board control.
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, $0.0001 par value 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
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
1,021,671.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,021,671.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,021,671.00
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 No.
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
1,021,671.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,021,671.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,021,671.00
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 (a) 475,000 Shares and (b) Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). 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 Prospectus (Registration No. 333-290187), filed on September 16, 2025, indicates there were 9,680,265 Shares outstanding (excluding Shares underlying the Warrants) as of the completion of the offering of the Shares referred to therein.
(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.
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:
09/22/2025
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
09/22/2025
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 is attached as Exhibit I hereto.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
I Limited Power of Attorney
II Joint Filing Agreement
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