Bionano Genomics, Inc 10-Q for FY2026 Q2
Bionano Genomics, Inc. (BNGO)
About this 10-Q
Bionano Genomics, Inc filed this 10-Q on August 10, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $8.17M
- up 21.4% from $6.73M a year earlier
- Net loss
- $7.42M
- compared with a net loss of $6.86M a year earlier
- Diluted EPS
- -$0.64
- compared with -$1.99 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 6, 2026, the registrant had
BIONANO GENOMICS, INC.
TABLE OF CONTENTS
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIONANO GENOMICS, INC.
Condensed Consolidated Balance Sheets
(in thousands, except par value and share amounts)
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(Unaudited) |
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June 30, |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Investments |
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Accounts receivable, net |
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Inventory |
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Prepaid expenses and other current assets |
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Restricted cash and investments |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Finance lease right-of-use assets |
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Intangible assets, net |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Contract liabilities |
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Operating lease liability |
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Finance lease liability |
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Convertible debentures payable (at fair value) |
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Total current liabilities |
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Operating lease liability, net of current portion |
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Finance lease liability, net of current portion |
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Long-term contract liabilities |
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Total liabilities |
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$ |
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$ |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
3
BIONANO GENOMICS, INC.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue: |
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Product revenue |
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$ |
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$ |
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$ |
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$ |
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Service and other revenue |
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Total revenue |
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Cost of revenue: |
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Cost of product revenue |
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Cost of service and other revenue |
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Total cost of revenue |
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Operating expenses: |
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Research and development |
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Selling, general and administrative |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Interest income |
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Other income (expense) |
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( |
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( |
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Total other income (expense) |
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( |
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( |
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Loss before income taxes |
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( |
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( |
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( |
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( |
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Provision for income taxes |
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( |
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( |
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( |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net loss per share, basic and diluted |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Weighted-average common shares outstanding, basic and diluted |
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See accompanying notes to the unaudited condensed consolidated financial statements.
4
BIONANO GENOMICS, INC.
Unaudited Condensed Consolidated Statements of Comprehensive Loss
(in thousands, except share and per share amounts)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Net Loss: |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Other comprehensive income (loss): |
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Unrealized gain (loss) on investment securities |
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( |
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( |
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( |
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Foreign currency translation adjustments |
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( |
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( |
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( |
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Other comprehensive income (loss) |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Total comprehensive loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
5
BIONANO GENOMICS, INC.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share amounts)
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Common Stock |
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Shares |
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Amount |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Balance at January 1, 2025 |
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$ |
— |
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$ |
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$ |
( |
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$ |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Issue common stock and warrants, net of issuance costs |
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— |
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— |
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— |
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Issue stock for warrant exercises |
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— |
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— |
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— |
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Issuance of common stock for convertible debentures payable |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance at March 31, 2025 |
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$ |
— |
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$ |
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$ |
( |
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$ |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Issue common stock, net of issuance costs |
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— |
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— |
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— |
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Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at June 30, 2025 |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Balance at January 1, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Issue common stock and warrants, net of issuance costs |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at March 31, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Issue common stock, net of issuance costs |
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— |
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— |
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— |
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Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Balance at June 30, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
6
BIONANO GENOMICS, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
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Six Months Ended |
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2026 |
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2025 |
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Operating activities: |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization expense |
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Amortization of financing lease right-of-use asset |
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Accretion of interest on securities |
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( |
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( |
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Non-cash lease expense |
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Gain on lease termination/modification |
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Stock-based compensation |
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Cost of leased equipment sold to customer |
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Change in fair value of convertible debentures |
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Disposal of property and equipment |
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Changes in operating assets and liabilities |
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Accounts receivable |
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Inventory |
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( |
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Prepaid expenses and other current assets |
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Other long-term assets |
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Accounts payable |
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( |
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( |
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Accrued expenses, contract liabilities, and lease liabilities, net |
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( |
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( |
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Net cash used in operating activities |
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( |
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( |
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Investing activities: |
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Purchase of available for sale securities |
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( |
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( |
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Sale and maturities of available for sale securities |
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Net cash provided by (used in) investing activities |
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( |
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Financing activities: |
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Principal payments of financing lease liability |
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( |
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( |
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Proceeds from sale of common stock and warrants |
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Offering expenses on sale of common stock and warrants |
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( |
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( |
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Proceeds from warrant and option exercises |
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Payments on convertible debentures |
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( |
) |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Effect of exchange rates on cash and cash equivalents and restricted cash |
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( |
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Net increase (decrease) in cash and cash equivalents and restricted cash |
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( |
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( |
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Cash and cash equivalents and restricted cash at beginning of period |
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Cash and cash equivalents and restricted cash at end of period |
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$ |
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$ |
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Reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total amounts reported on the condensed consolidated statements of cash flows |
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Cash and cash equivalents |
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Restricted cash |
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Total cash and cash equivalents and restricted cash at end of period |
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$ |
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$ |
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7
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Six Months Ended |
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2026 |
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2025 |
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Supplemental disclosure of cash flow information |
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Cash paid for interest |
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$ |
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$ |
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Cash paid for operating lease liabilities |
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$ |
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$ |
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Supplemental disclosure of non-cash financing and investing activity |
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Transfer of instruments and servers from inventory into property and equipment, net |
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$ |
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$ |
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Issuance of common stock for convertible debentures payable |
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$ |
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$ |
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Fees paid in common stock |
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$ |
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$ |
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Operating lease liabilities resulting from obtaining right-of-use assets |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
8
BIONANO GENOMICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Basis of Presentation
Description of Business
Bionano Genomics, Inc. (collectively, with its consolidated subsidiaries, the “Company”) 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 offers optical genome mapping (“OGM”) solutions, diagnostic services and software for applications across basic, translational and clinical research, and for other applications including bioprocessing. The Company offers a platform-agnostic software solution, which integrates next-generation sequencing, microarray and OGM data designed to provide analysis, visualization, interpretation and reporting of copy number variants, single-nucleotide variants and absence of heterozygosity across the genome in one consolidated view. The Company also offers nucleic acid extraction and purification solutions using proprietary isotachophoresis (“ITP”) technology. Through its wholly-owned subsidiary, Lineagen Inc. (doing business as Bionano Laboratories), the Company also provides OGM-based diagnostic testing services.
Reverse Stock Split
On January 24, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a ratio of 1-for-60. The reverse stock split did not change the par value or the authorized number of shares of the Company’s common stock. The Company’s condensed consolidated financial statements and notes to the condensed consolidated financial statements present the retroactive effect of the reverse stock split on the Company’s common stock and per share amounts for all periods presented.
Basis of Presentation
The accompanying financial information has been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting purposes. The condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements reflect, in the opinion of the Company’s management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of financial position, results of operations, changes in equity, and comprehensive loss and cash flows for each period presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All intercompany transactions and balances have been eliminated. The operating results presented in these unaudited interim condensed financial statements are not necessarily indicative of the results that may be expected for any future periods. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Liquidity and Going Concern
The Company has experienced recurring net losses from operations, negative cash flows from operating activities, and a significant accumulated deficit since its inception and expects to continue to incur net losses into the foreseeable future. As of June 30, 2026, the Company had approximately $
As of June 30, 2026, the Company had fully redeemed the outstanding principal balance under the Debentures (see Note 5 (Debt) to our unaudited condensed consolidated financial statements). During the six months ended June 30, 2026, the Company used $
9
Management expects operating losses and negative cash flows to continue for at least the next year as the Company continues to incur costs related to product development and commercialization efforts. Management has prepared cash flows forecasts which indicate that based on the Company’s expected operating losses and negative cash flows, there is substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that the unaudited condensed consolidated financial statements for the six months ended June 30, 2026, are issued. Management’s ability to continue as a going concern is dependent upon its ability to raise additional funding. Management’s plans to raise additional capital to fulfill its operating and capital requirements for at least twelve months include public or private equity or debt financings. However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all, and if the Company is unable to raise sufficient additional capital in the very near term, it may need to further curtail or cease operations and seek protection by filing a voluntary petition for relief under the United States Bankruptcy Code.
Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders.
The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the outcome of this uncertainty.
Significant Accounting Policies
During the three and six months ended June 30, 2026, there were no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Restructuring Expenses
The Company’s restructuring expense primarily consisted of actions taken in May and October 2023 (the “2023 Workforce Reductions”) and March and September 2024 (the “2024 Workforce Reductions”) in order to reduce costs and improve operations and manufacturing efficiency. Severance-related costs were accounted for as a one-time termination benefit communicated by period end without an additional service component, so the charge represented the total amount expected to be incurred. As a result of reducing facility costs and discretionary spending unrelated to headcount and combined with the cost savings from the 2023 Workforce Reductions and 2024 Workforce Reductions, such plans were intended to decrease expenses and maintain a streamlined organization to support the Company’s business. No restructuring charges were incurred during the three and six months ended June 30, 2026 and 2025.
Impairment of Long-Lived Assets (including Finite-Lived Intangible Assets)
Long-lived assets are reviewed for impairment if indicators of potential impairment exist. If the Company identifies a change in the circumstances related to its long-lived assets, such as property and equipment and intangible assets, that indicates the carrying value of any such asset may not be recoverable, the Company will perform an impairment analysis. A long-lived asset is not recoverable when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense.
10
Inventories
The Company reviews its inventories for classification purposes. The value of inventories not expected to be realized in cash, sold or consumed during the next 12 months are classified as non-current within other long-term assets. As of June 30, 2026, $
As of June 30, 2026, the Company’s excess and obsolete inventory reserve balance was $
Loss on disposal of property and equipment
Loss on disposal of property and equipment includes the net book value of assets that have been abandoned or retired and consists primarily of our leasehold improvements, furniture, equipment and fixtures that were abandoned and disposed of in the normal course of business. The Company recorded an immaterial loss on disposal of property and equipment during the six months ended June 30, 2026 and a $
Segment Reporting
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Interim . The Company has determined it has
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure about specific expense categories in the notes to financial statements. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This ASU will improve the navigability of required interim disclosures and clarify when that guidance is applicable, and will require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company will adopt the standard for the interim periods within the year ending December 31, 2028. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU addresses suggestions received from stakeholders regarding the ASC and makes other incremental improvements to GAAP. The update represents changes to the ASC that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply, including amendments to clarify the calculation of earnings per share when a loss from continuing operations exists. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or
11
retrospectively. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures.
Recently Issued Tax Legislation
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The provisions of OBBBA did not have a material impact on the Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026. The Company will continue to evaluate the impact of OBBBA provisions with future effective dates on the Company’s consolidated financial statements and related disclosures for the year ending December 31, 2026.
2. Net Loss Per Share
Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common share equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include outstanding convertible debentures payable into common stock, outstanding common warrants to purchase common stock, restricted stock units (“RSUs”), and outstanding stock options under the Company’s equity incentive plans. For all periods presented, there was no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.
Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive were as follows (in common stock equivalent shares):
|
June 30, |
|
||||
|
2026 |
|
2025 |
|
||
Common stock options |
|
|
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|
||
Common warrants |
|
|
|
|
||
Convertible debentures |
|
|
|
|
||
RSUs |
|
|
|
|
||
Total |
|
|
|
|
||
3. Revenue Recognition
Revenue by Source (in thousands)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Instruments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consumables |
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|
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Software |
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Total product revenue |
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|
||||
Services and other |
|
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|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
Revenue by Geographic Location (in thousands)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||||
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
||||||||
Americas |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||||
EMEA |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||||||
Asia Pacific |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||||
The tables above provide revenue from contracts with customers by source and geographic region (based on the customer’s billing address) on a disaggregated basis. Americas consists of North America and South America. EMEA consists of Europe, the Middle East and Africa. Asia Pacific includes China, Japan, South Korea, Singapore, India and Australia.
For the three months ended June 30, 2026 and 2025, the United States represented approximately
Remaining Performance Obligations
As of June 30, 2026, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was $
The Company recognized revenue of $
4. Balance Sheet Account Details
Accounts Receivable and Allowance for Credit Losses (in thousands)
|
|
June 30, |
|
|
December 31, |
|
|
December 31, |
|
|||
Accounts receivable, net: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, trade |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total accounts receivable, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
13
Changes to the allowance for credit losses during the six months ended June 30, 2026 and 2025 were as follows (in thousands):
|
|
Allowance for |
|
|
Balance as of January 1, 2025 |
|
$ |
( |
) |
Provision for expected credit loss |
|
|
|
|
Write-offs |
|
|
|
|
Balance as of June 30, 2025 |
|
|
( |
) |
|
|
|
|
|
Balance as of January 1, 2026 |
|
|
( |
) |
Provision for expected credit loss |
|
|
|
|
Write-offs |
|
|
|
|
Balance as of June 30, 2026 |
|
$ |
( |
) |
The Company’s analysis included an assessment of aged trade receivables balances and their underlying credit risk characteristics. The Company’s evaluation of past events, current conditions, and reasonable and supportable forecasts about the future resulted in an expectation of immaterial credit losses.
Inventory
The components of inventories, net of reserve, are as follows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Inventory: |
|
|
|
|
|
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventory |
|
$ |
|
|
$ |
|
||
Inventories current |
|
$ |
|
|
$ |
|
||
Inventories non-current (included in other long-term assets) |
|
$ |
|
|
$ |
|
||
Property and Equipment, Net
Property and equipment, net consist of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
Computer and office equipment |
|
$ |
|
|
$ |
|
||
Lab equipment |
|
|
|
|
|
|
||
Service equipment placed at customer sites |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Total property and equipment, gross |
|
|
|
|
|
|
||
Less accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
$ |
|
|
$ |
|
||
For the three months ended June 30, 2026 and 2025, the Company recorded depreciation expense of $
14
Intangible Assets
Intangible assets that are subject to amortization consisted of the following at June 30, 2026 and December 31, 2025 (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net Carrying |
|
|
Gross |
|
|
Accumulated |
|
|
Net Carrying |
|
||||||
Trade name |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Developed technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Intangibles, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Intangible assets not subject to amortization totaled $
Accrued Expenses
Accrued expenses consist of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
Compensation expenses |
|
$ |
|
|
$ |
|
||
Taxes payable |
|
|
|
|
|
|
||
Insurance |
|
|
|
|
|
|
||
Professional fees and royalties |
|
|
|
|
|
|
||
Warranty liabilities |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Compensation expenses include accrued restructuring costs of $
5. Debt
JGB Debentures
On May 24, 2024, the Company entered into a securities purchase agreement with certain accredited investors (the “Holders”) and JGB Collateral LLC, as collateral agent for the Holders, for the sale by the Company in a private placement (the “JGB Debentures Offering”) of:
In connection with the closing of the JGB Debentures Offering, the Company received net proceeds of approximately $
The Debentures had an aggregate face value of $
15
The Company recorded the Debentures at their fair value, per the fair value option under ASC 825 (refer to Note 8 (Investments and Fair Value Measurements)) and they were measured on a recurring basis and adjusted through other income and expense, net.
At the election of the holder, each Debenture was convertible, in whole or in part, at any time and from time to time at a conversion price of $
As of June 30, 2026, the Debentures have been repaid in full and the principal outstanding balance was zero. The activity for the six months ended June 30, 2026 was as follows (in thousands):
|
|
Debentures |
|
|
Principal balance, January 1, 2026 |
|
$ |
|
|
Less: |
|
|
|
|
Conversions |
|
|
|
|
Redemption payments of principal |
|
|
( |
) |
Debentures principal balance, June 30, 2026 |
|
$ |
|
|
On January 3, 2025, the Holders converted $
Other Income (Expense), Net
The following is a summary of the charges included within other income (expense), net on the unaudited condensed consolidated statement of operations (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Other interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Changes in estimated fair value on convertible debentures |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total other income (expense) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
6. Stockholders’ Equity and Stock-Based Compensation
Sale of Common Stock
Cowen At-the-Market Facility
On March 23, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”) which provides for the sale, in the Company’s sole discretion, of shares of common stock having an aggregate offering price of up to $
Wainwright At-the-Market Facility
On February 21, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $
16
legal fees and disbursements and provide Wainwright with customary indemnification and contribution rights. During the six months ended June 30, 2026, the Company sold approximately
Stock Warrants
A summary of the Company’s warrant activity during the six months ended June 30, 2026 was as follows:
|
|
Shares of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate Intrinsic Value (in thousands) |
|
||||
Outstanding at January 1, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Canceled |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Outstanding at June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Stock Options
A summary of the Company’s stock option activity during the six months ended June 30, 2026 was as follows:
|
|
Shares of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate Intrinsic Value (in thousands) |
|
||||
Outstanding at January 1, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Canceled |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||
Outstanding and expected to vest at June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested and exercisable at June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
For the three and six months ended June 30, 2026, the weighted-average grant date fair value of stock options granted was $
Stock-Based Compensation
The Company recognized stock-based compensation expense for the periods presented as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of service and other revenue |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
17
The weighted-average assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of the employee stock option grants during the periods presented were as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Risk-free interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Expected volatility |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Expected term (in years) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected dividend yield |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Restricted Stock Units
The following table summarizes RSU activity during the six months ended June 30, 2026:
|
|
Stock Units |
|
|
Weighted- Average |
|
||
Outstanding at January 1, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Released |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding at June 30, 2026 |
|
|
|
|
$ |
|
||
The total fair value of the RSUs that vested during the six months ended June 30, 2026 was $
Executive Option Grants
On February 2, 2026, the compensation committee of the Company’s board of directors granted various executive officers stock options to purchase an aggregate of approximately
These stock option grants were issued from the 2018 Plan. The shares subject to the stock options shall vest monthly over
18
7. Commitments and Contingencies
Leases
The Company has entered into various operating lease agreements and a finance lease agreement, primarily relating to the Company’s office, laboratory, and manufacturing space.
The future minimum payments under non-cancellable operating and finance leases as of June 30, 2026, are as follows (in thousands):
|
|
Operating Leases |
|
|
Finance Lease |
|
||
Remainder of 2026 |
|
|
|
|
|
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total future lease payments |
|
|
|
|
|
|
||
Less: imputed interest |
|
|
( |
) |
|
|
( |
) |
Total lease liabilities |
|
|
|
|
|
|
||
Less: lease liability, current portion |
|
|
|
|
|
|
||
Lease liability, net of current portion |
|
$ |
|
|
$ |
|
||
Restructuring
The 2024 Workforce Reductions described in Note 1 (Organization and Basis of Presentation) comprised primarily of severance payments and wages for the 60-day notice period in accordance with the California Worker Adjustment and Retraining Notification (“WARN”) Act.
There were no restructuring charges incurred for the three and six months ended June 30, 2026 and 2025.
Accrued restructuring as of January 1, 2025 |
|
$ |
|
|
Restructuring charges incurred during the period |
|
|
|
|
Cash payments |
|
|
( |
) |
Accrued restructuring as of December 31, 2025 |
|
$ |
|
|
|
|
|
|
|
Accrued restructuring as of January 1, 2026 |
|
$ |
|
|
Restructuring charges incurred during the period |
|
|
|
|
Cash payments |
|
|
( |
) |
Accrued restructuring as of June 30, 2026 |
|
$ |
|
|
Litigation
From time to time, the Company may be subject to potential liabilities under various claims and legal actions that are pending or may be asserted. These matters arise in the ordinary course and conduct of the business. The Company regularly assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in the unaudited condensed consolidated financial statements. An estimated loss contingency is accrued in the unaudited condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the Company’s assessment, it currently does not have any material loss exposure as it is not a defendant in any material claims or legal actions.
19
8. Investments and Fair Value Measurements
The Company often holds investment securities that consist of highly liquid, U.S. treasuries and investment grade debt securities. The Company determines the fair value of its investment securities based upon one or more valuations reported by its investment accounting and reporting service provider. The investment service provider values the securities using a hierarchical security pricing model that relies primarily on valuations provided by an industry-recognized valuation service. Such valuations may be based on trade prices in active markets for identical assets or liabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curves, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, and broker and dealer quotes, as well as other relevant economic measures.
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 (in thousands):
|
|
June 30, 2026 |
|
|||||||||||||
|
|
|
|
|
Fair Value Measurement Category |
|
||||||||||
|
|
Total Fair Value and Carrying Value on Balance Sheet |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries classified as short-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Money market funds classified as cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
December 31, 2025 |
|
|||||||||||||
|
|
|
|
|
Fair Value Measurement Category |
|
||||||||||
|
|
Total Fair Value and Carrying Value on Balance Sheet |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries classified as short-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Money market funds classified as cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Money market funds classified as restricted cash and investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. treasuries classified as restricted cash and investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible debentures payable |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company’s restricted cash and investments balance of $
20
JGB Convertible Debentures Payable
The fair value of the JGB convertible debentures, which were issued on May 24, 2024, and fully redeemed shortly after maturity on May 26, 2026, were estimated using a scenario-based analysis on a quarterly basis. The fair value was estimated using a lattice model.
|
|
Convertible Debentures |
|
|
|
|
December 31, 2025 |
|
|
Expected volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Term to maturity (years) |
|
|
|
|
Debt discount rate |
|
|
% |
|
Equity discount rate |
|
|
% |
|
The volatility is based on an analysis of the Company’s historical stock price, the risk-free rate is based on US treasury yields, the equity discount rate is based on term-specific US treasury yields, and the debt discount rate is based on the Company’s credit rating.
Changes in estimated fair value of convertible debentures payable in the six months ended June 30, 2026 and 2025 are as follows (in thousands):
|
|
Convertible Debentures Payable (Level 3 Measurement) |
|
|
Balance as of January 1, 2025 |
|
$ |
|
|
Changes in estimated fair value, interest and redemption payments, recorded in other income (expense), net |
|
|
( |
) |
Conversions to common stock |
|
|
( |
) |
Cash payments on redemptions |
|
|
( |
) |
Balance as of June 30, 2025 |
|
$ |
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
|
$ |
|
|
Changes in estimated fair value, interest and redemption payments, recorded in other income (expense), net |
|
|
|
|
Conversions to common stock |
|
|
|
|
Cash payments on redemptions |
|
|
( |
) |
Balance as of June 30, 2026 |
|
$ |
|
|
Available for Sale Investments
The Company invests its excess cash in U.S. treasury and agency securities, corporate debt securities, and commercial paper, which are classified as available-for-sale investments. These investments are carried at fair value and are included in the tables below. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. At each reporting date, the Company evaluates securities with unrealized losses to determine whether such losses, if any, are due to credit-related factors. The Company evaluates, among others, whether the Company has the intention to sell any of these investments and whether it is not more likely than not that the Company will be required to sell any of them before recovery of the amortized cost basis. Neither of these criteria were met in any period presented. The credit ratings of the securities held remain of the highest quality. Moreover, the Company continues to receive payments of interest and principal as they become due, and our expectation is that those payments will continue to be received timely. Based on this evaluation, as of June 30, 2026 and December 31, 2025, the Company determined that unrealized losses of the below securities were primarily attributable to changes in interest rates and non-credit related factors. As such,
As of June 30, 2026 and December 31, 2025, the Company held
21
Realized gains and losses are calculated using the specific identification method and recorded in other income (expense) in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. The Company has the ability, if necessary, to liquidate any of its cash equivalents and marketable securities to meet its liquidity needs in the next 12 months.
During the six months ended June 30, 2026, the Company did
Interest receivable was immaterial as of June 30, 2026 and December 31, 2025. Interest receivable is recorded as a component of prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets.
As of June 30, 2026, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments (in thousands):
|
|
Remaining Contractual Maturity (in years) |
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Aggregate |
|
||||
U.S. treasuries classified as short-term investments |
|
Less than 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total maturity less than 1 year |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of December 31, 2025, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments and restricted cash and investments (in thousands):
|
|
Remaining Contractual Maturity (in years) |
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Aggregate |
|
||||
U.S. treasuries classified as short-term investments |
|
Less than 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries classified as restricted cash and investments |
|
Less than 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total maturity less than 1 year |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of June 30, 2026, there was an immaterial amount of available-for-sale securities listed as investments in an unrealized loss position for a period of less than 12 months, and none, for a period greater than 12 months.
As of December 31, 2025, there were
22
As of December 31, 2025, there was an immaterial amount of available-for-sale securities in an unrealized loss position for the available for sale securities presented within restricted cash and investments for a period of less than 12 months, and none, for a period greater than 12 months.
9. Segment Reporting
The following table presents financial information with respect to the Company’s operating segment, including significant segment expenses, which are regularly provided to the CODM and included within consolidated operating loss (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries, wages, and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contracted services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-inventory materials |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consulting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rent and facilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Travel and entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Administrative and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Administrative and other primarily includes operating expenses for gain on lease termination/modification, disposals of property, plant, and equipment and taxes, interest, and fees.
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026 (this “Quarterly Report”) and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on March 23, 2026. Unless the context requires otherwise, references in this Quarterly Report to “we,” “us,” and “our” refer to Bionano Genomics, Inc. and its subsidiaries or, as the context may require, Bionano Genomics, Inc. only. “Lineagen” (doing business as “Bionano Laboratories”), “BioDiscovery” and “Purigen” refer to our wholly owned subsidiaries, Lineagen, Inc., BioDiscovery, LLC and Purigen Biosystems, Inc., respectively.
Forward-Looking Statements
The information in this Quarterly Report contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, any statements concerning our strategy, future operations, future financial position, future revenues, projected costs, expected savings including from restructuring initiatives, projected cash runway, prospects and plans, expected growth in sales of instruments and consumables, installed bases and provision of clinical services, objectives of management and any other statements that are not historical facts. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “could,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risks set forth under Part I, Item 1A. Risk Factors in our Annual Report and in our other filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.
Overview
We are a provider of genome analysis solutions that can enable researchers and clinicians to reveal answers to challenging questions in biology and medicine. Our mission is to transform the way the world sees the genome through optical genome mapping (“OGM”) solutions, diagnostic services and software. We offer OGM solutions for applications across basic, translational and clinical research, and for other applications including bioprocessing. We offer a platform-agnostic software solution, which integrates next-generation sequencing, microarray and OGM data designed to provide analysis, visualization, interpretation and reporting of copy number variants, single-nucleotide variants and absence of heterozygosity across the genome in one consolidated view. The Company also offers nucleic acid extraction and purification solutions using proprietary isotachophoresis (“ITP”) technology. Through our Bionano Laboratories business, we also provide OGM-based diagnostic testing services.
Recent Highlights
Commercial Adoption of Offerings for OGM Systems
In executing on our commercialization strategy, we expanded the utilization of our OGM systems (our Saphyr system and our Stratys system) and:
24
Macroeconomic and Geopolitical Developments
We are subject to additional risks and uncertainties as a result of adverse geopolitical and macroeconomic developments, such as recent and potential future bank failures, ongoing international conflicts, related sanctions, any effects of global pandemics and uncertain market conditions, including inflation and supply chain disruptions, and international trade policies (including trade protection measures, such as tariffs, sanctions and other trade barriers), changes in monetary and fiscal policy, United States political developments and other sources of instability, which have not had a material impact on our business and financial results to date, but could result in a material impact to our business or financial results in the future. Also, we have seen, and expect to continue to see, an impact on our costs due to higher computing component costs, specifically memory, which may result in material cost pressures and supply constraints in future periods. Additionally, for the three months ended June 30, 2026, we experienced slower growth in our Asia Pacific business, including as a result of headwinds in the region. We do not anticipate that these headwinds will change in the near term.
We closely monitor and comply with various applicable guidelines and legal requirements in the jurisdictions in which we operate. In the past, we have experienced supply chain challenges, attributable to such adverse geopolitical and macroeconomic developments including increased costs to secure certain component parts in our products and to produce our products at our contract manufacturers. During the six months ended June 30, 2026, we did not experience overall material increases in our supply chain costs, but we have and may continue to experience increases in our computing component costs, specifically memory, and may experience increases in future fiscal periods for other parts of our business as well. We expect our costs to remain high for the foreseeable future. As global economic conditions continue to be volatile, business activity may not grow as quickly as anticipated, and it is not possible at this time to estimate the long-term impact that these and related events could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. For instance, product demand may be reduced due to an economic recession, a decrease in corporate capital expenditures, prolonged unemployment, high inflation rates, labor shortages, reduction in consumer confidence, adverse geopolitical and macroeconomic developments, or any similar negative economic condition. These negative effects could have a material impact on our operations, business, earnings, and liquidity.
Financial Overview
Revenue
We generate product revenue from sales of our OGM and Ionic® Purification systems and consumables, which includes our instruments, and our VIA™ software. VIA has a simple integrated workflow for visualization, interpretation and reporting of NGS, microarray and OGM data to create a standard software tool for use across molecular pathology and cytogenomics applications. We currently sell our systems for research use only applications and our customers are primarily laboratories associated with academic and governmental research institutions, academic and commercial clinical laboratories, as well as pharmaceutical, biotechnology and contract research companies. In addition, we provide instruments to certain customers under our reagent rental program, where the cost of the instrument is factored into the price of a consumable and, the customer agrees to purchase minimum quantities of consumables. Consumable revenue consists of sales of reagents and chips necessary to process a sample. We believe that the growth in our consumable sales has been primarily driven by increased clinical adoption, and we expect future growth will continue to be driven by clinical adoption and increased utilization at existing and new clinical sites. Sales of our VIA software, which provides customers with solutions for analysis, interpretation and reporting of genomics data, are made on a subscription basis. We generate service revenue from the sale of diagnostic testing services through Bionano Laboratories, as well as services performed related to customer sample evaluations using an OGM system. Other revenue consists of warranty and other service-based revenue, including support, repair and maintenance services.
25
The following table presents our revenue for the periods indicated (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Product revenue |
|
$ |
7,693 |
|
|
$ |
6,310 |
|
|
$ |
13,787 |
|
|
$ |
12,314 |
|
Service and other revenue |
|
|
478 |
|
|
|
423 |
|
|
|
1,071 |
|
|
|
876 |
|
Total |
|
$ |
8,171 |
|
|
$ |
6,733 |
|
|
$ |
14,858 |
|
|
$ |
13,190 |
|
The following table reflects total revenue (in thousands) by geography and as a percentage of total revenue, based on the billing address of our customers. Americas consists of North America and South America. EMEA consists of Europe, the Middle East and Africa. Asia Pacific includes China, Japan, South Korea, Singapore, India and Australia.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||||
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
||||||||
Americas |
|
$ |
3,023 |
|
|
|
37.0 |
% |
|
$ |
2,926 |
|
|
|
43.5 |
% |
|
$ |
5,517 |
|
|
|
37.1 |
% |
|
$ |
5,984 |
|
|
|
45.4 |
% |
EMEA |
|
|
4,841 |
|
|
|
59.2 |
% |
|
|
3,228 |
|
|
|
47.9 |
% |
|
|
8,393 |
|
|
|
56.5 |
% |
|
|
6,294 |
|
|
|
47.7 |
% |
Asia Pacific |
|
|
307 |
|
|
|
3.8 |
% |
|
|
579 |
|
|
|
8.6 |
% |
|
|
948 |
|
|
|
6.4 |
% |
|
|
912 |
|
|
|
6.9 |
% |
Total |
|
$ |
8,171 |
|
|
|
100 |
% |
|
$ |
6,733 |
|
|
|
100 |
% |
|
$ |
14,858 |
|
|
|
100 |
% |
|
$ |
13,190 |
|
|
|
100 |
% |
Cost of Revenue
Cost of product revenue for our systems and consumables includes raw material parts costs and associated freight, shipping and handling costs, contract manufacturing costs, salaries and other personnel costs, equipment depreciation, overhead and other direct costs related to those sales recognized as product revenue in the period. Cost of service and other revenue consists of third-party laboratory costs to process the diagnostic samples, salaries of our clinical technicians who interpret and deliver the results to patients, warranty services, and other costs of servicing equipment at customer sites.
Research and Development Expenses
Research and development expenses consist of salaries and other personnel costs, stock-based compensation, research supplies, third-party development costs for new products, materials for prototypes, equipment depreciation, and allocated overhead costs that include facility and other overhead costs. We have made substantial investments in research and development since our inception. Our research and development efforts have focused primarily on the tasks required to support development and commercialization of existing products. We believe that our continued investment in research and development is essential to our long-term competitive position.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of salaries and other personnel costs, amortization expense related to acquired intangibles, and stock-based compensation for our sales and marketing, finance, legal, human resources and general management, as well as professional services, such as legal and accounting services.
Results of Operations
We have incurred losses in each year since our inception. Our net loss was $7.4 million and $15.7 million for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, we had an accumulated deficit of $735.3 million.
We expect to continue to incur significant expenses and operating losses as we:
26
Accordingly, based on recurring losses from operations incurred since inception, the expectation of continued operating losses, and the need to raise additional capital to finance our future operations, we determined that there is substantial doubt about our ability to continue as a going concern within 12 months after the date that the financial statements included in this Quarterly Report are issued.
We will continue to seek to raise additional capital, but without sufficient additional financing in the near term we will not be able to continue as a going concern. If we are unable to continue as a going concern, we may have to reorganize or liquidate our business and may receive less than the value at which those assets are carried on our consolidated financial statements, and investors may lose all or a part of their investment. From time to time, the board of directors maintains a strategy committee to work with the Company and outside advisors in evaluating our options and considering alternatives that we believe will maximize stakeholder value, including any of the following or a combination thereof: debt financing, equity investments, combinations with other companies, or the sale of all or part of the company. There can be no assurances that any transactions will be available to us or completed and if we are not able to raise sufficient additional capital in the very near term to fund our operation, we may seek relief available under applicable insolvency laws. We do not intend to make further announcements regarding this process unless and until the board of directors approves a specific transaction or otherwise determines that further disclosure is appropriate.
Comparison of the Three Months Ended June 30, 2026 and 2025
The following table sets forth our results of operations for the three months ended June 30, 2026 and 2025 (in thousands):
|
|
Three Months Ended June 30, |
|
|
Period-to-Period Change |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product revenue |
|
$ |
7,693 |
|
|
$ |
6,310 |
|
|
$ |
1,383 |
|
|
|
22 |
% |
Service and other revenue |
|
|
478 |
|
|
|
423 |
|
|
|
55 |
|
|
|
13 |
% |
Total revenue |
|
|
8,171 |
|
|
|
6,733 |
|
|
|
1,438 |
|
|
|
21 |
% |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of product revenue |
|
|
3,724 |
|
|
|
3,150 |
|
|
|
574 |
|
|
|
18 |
% |
Cost of service and other revenue |
|
|
133 |
|
|
|
106 |
|
|
|
27 |
|
|
|
25 |
% |
Total cost of revenue |
|
|
3,857 |
|
|
|
3,256 |
|
|
|
601 |
|
|
|
18 |
% |
Research and development |
|
|
2,988 |
|
|
|
2,931 |
|
|
|
57 |
|
|
|
2 |
% |
Selling, general and administrative |
|
|
8,544 |
|
|
|
8,346 |
|
|
|
198 |
|
|
|
2 |
% |
Total operating expenses |
|
|
11,532 |
|
|
|
11,277 |
|
|
|
255 |
|
|
|
2 |
% |
Loss from operations |
|
|
(7,218 |
) |
|
|
(7,800 |
) |
|
|
582 |
|
|
|
(7 |
)% |
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
146 |
|
|
|
277 |
|
|
|
(131 |
) |
|
|
(47 |
)% |
Other income (expenses) |
|
|
(344 |
) |
|
|
676 |
|
|
|
(1,020 |
) |
|
|
(151 |
)% |
Total other income (expenses) |
|
|
(198 |
) |
|
|
953 |
|
|
|
(1,151 |
) |
|
|
(121 |
)% |
Loss before income taxes |
|
|
(7,416 |
) |
|
|
(6,847 |
) |
|
|
(569 |
) |
|
|
8 |
% |
Benefit (provision) for income taxes |
|
|
(7 |
) |
|
|
(10 |
) |
|
|
3 |
|
|
|
(30 |
)% |
Net loss |
|
$ |
(7,423 |
) |
|
$ |
(6,857 |
) |
|
$ |
(566 |
) |
|
|
8 |
% |
27
Revenue
|
|
Three Months Ended June 30, |
|
|
Period-to-Period Change |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Instruments |
|
$ |
2,037 |
|
|
$ |
1,399 |
|
|
$ |
638 |
|
|
|
46 |
% |
Consumables |
|
|
4,285 |
|
|
|
3,276 |
|
|
|
1,009 |
|
|
|
31 |
% |
Software |
|
|
1,371 |
|
|
|
1,635 |
|
|
|
(264 |
) |
|
|
(16 |
)% |
Total product revenue |
|
|
7,693 |
|
|
|
6,310 |
|
|
|
1,383 |
|
|
|
22 |
% |
Services and other |
|
|
478 |
|
|
|
423 |
|
|
|
55 |
|
|
|
13 |
% |
Total revenue |
|
$ |
8,171 |
|
|
$ |
6,733 |
|
|
$ |
1,438 |
|
|
|
21 |
% |
Total revenue increased by $1.4 million, or 21% to $8.2 million for the three months ended June 30, 2026, as compared to $6.7 million for the same period in 2025, driven primarily by an increase in instrument, consumables, service and other revenue, partially offset by a decrease in software revenue.
Instrument revenue increased by $0.6 million, or 46%, to $2.0 million for the three months ended June 30, 2026, as compared to $1.4 million for the three months ended June 30, 2025, due to an increase in the number of OGM and Ionic instruments sold. As of June 30, 2026, our installed base grew to 397 OGM systems compared to the 378 OGM systems as of June 30, 2025, which represented a 5% increase year-over-year.
Consumables revenue increased by $1.0 million, or 31%, to $4.3 million for the three months ended June 30, 2026, as compared to $3.3 million for the three months ended June 30, 2025. The increase is primarily driven by an increase in both the number and the average selling price of flowcells sold, partially offset by certain supply constraints due to manufacturing delays that were initiated in the fourth quarter of 2025 and continued through the current period. For the three months ended June 30, 2026, we sold 9,219 flowcells, an increase of approximately 27% from 7,233 flowcells sold in the same period of 2025.
Software revenue decreased by $0.3 million, or 16%, to $1.4 million for the three months ended June 30, 2026, as compared to $1.6 million for the three months ended June 30, 2025. The decrease is primarily attributed to a decrease in the number of VIA software licenses sold.
The change in service and other revenue was immaterial.
Cost of Revenue, Gross Profit, and Gross Margin ($ in thousands)
|
|
Three Months Ended June 30, |
|
|
Period-to-Period Change |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of product revenue |
|
|
3,724 |
|
|
|
3,150 |
|
|
|
574 |
|
|
|
18 |
% |
Cost of service and other revenue |
|
|
133 |
|
|
|
106 |
|
|
|
27 |
|
|
|
25 |
% |
Total cost of revenue |
|
|
3,857 |
|
|
|
3,256 |
|
|
|
601 |
|
|
|
18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
3,969 |
|
|
$ |
3,160 |
|
|
$ |
809 |
|
|
|
26 |
% |
Service and other |
|
|
345 |
|
|
|
317 |
|
|
|
28 |
|
|
|
9 |
% |
Total gross profit |
|
$ |
4,314 |
|
|
$ |
3,477 |
|
|
$ |
837 |
|
|
|
24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
52 |
% |
|
|
50 |
% |
|
|
|
|
|
|
||
Service and other |
|
|
72 |
% |
|
|
75 |
% |
|
|
|
|
|
|
||
Total gross margin |
|
|
53 |
% |
|
|
52 |
% |
|
|
|
|
|
|
||
Cost of product revenue increased by $0.6 million or 18%, to $3.7 million for the three months ended June 30, 2026, as compared to $3.2 million for the three months ended June 30, 2025. The increase was primarily attributable to higher instrument and consumable sales. We expect cost of product revenue to vary with sales volume and product mix.
28
Product gross profit increased by $0.8 million, or 26%, to $4.0 million for the three months ended June 30, 2026, compared to $3.2 million for the three months ended June 30, 2025. The increase was primarily driven by an increase in instrument and consumable sales, offset by a decrease in software sales.
Research and Development (“R&D”) Expenses
R&D expenses increased by $0.1 million, or 2%, to $3.0 million for the three months ended June 30, 2026, as compared to $2.9 million for the same period in 2025. The increase was primarily due to increases of $0.2 million in salaries, wages and benefits driven by a slight increase in headcount and an increase in salaries and bonuses which were not offered during the same period in 2025 due to the cost savings initiatives announced in 2024; an increase of $0.3 million in professional and consulting fees, including increases in costs incurred to support development of the Stratys system and foundry expenses. These increases were offset by decreases in our internal consumption of inventory, materials and supplies, depreciation, and rent and facilities costs by a combined total of $0.3 million. Lastly, in the prior period we recognized a loss on disposal of assets of $0.2 million which did not reoccur in the current period.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses increased by $0.2 million, or 2%, to $8.5 million for the three months ended June 30, 2026, as compared to $8.3 million for the same period in 2025. The increase was primarily due to $0.5 million in combined one-time executive transition costs and an increase in salaries and accrued bonuses, and a $0.2 million increase in information technology, travel, rent and facility costs. These increases were partially offset by a $0.5 million decrease in professional and consulting fees which is primarily marketing, software, and legal expenses.
Interest Income
Interest income decreased by $0.1 million, or 47%, to $0.1 million for the three months ended June 30, 2026, as compared to $0.3 million for the same period in 2025 resulting from a reduction in investments offset by higher returns.
Other Income (Expense)
Other expense was $0.3 million for the three months ended June 30, 2026, as compared to other income of $0.7 million for the same period in 2025. The year-over-year change was primarily attributable to the following:
See Note 5 (Debt) and Note 8 (Investments and Fair Value Measurements) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion.
29
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table sets forth our results of operations for the six months ended June 30, 2026 and 2025 (in thousands):
|
|
Six Months Ended June 30, |
|
|
Period-to-Period Change |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product revenue |
|
$ |
13,787 |
|
|
$ |
12,314 |
|
|
$ |
1,473 |
|
|
|
12 |
% |
Service and other revenue |
|
|
1,071 |
|
|
|
876 |
|
|
|
195 |
|
|
|
22 |
% |
Total revenue |
|
|
14,858 |
|
|
|
13,190 |
|
|
|
1,668 |
|
|
|
13 |
% |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of product revenue |
|
|
6,929 |
|
|
|
6,202 |
|
|
|
727 |
|
|
|
12 |
% |
Cost of service and other revenue |
|
|
363 |
|
|
|
572 |
|
|
|
(209 |
) |
|
|
(37 |
)% |
Total cost of revenue |
|
|
7,292 |
|
|
|
6,774 |
|
|
|
518 |
|
|
|
8 |
% |
Research and development |
|
|
6,127 |
|
|
|
5,299 |
|
|
|
828 |
|
|
|
16 |
% |
Selling, general and administrative |
|
|
16,554 |
|
|
|
17,379 |
|
|
|
(825 |
) |
|
|
(5 |
)% |
Total operating expenses |
|
|
22,681 |
|
|
|
22,678 |
|
|
|
3 |
|
|
|
0 |
% |
Loss from operations |
|
|
(15,115 |
) |
|
|
(16,262 |
) |
|
|
1,147 |
|
|
|
(7 |
)% |
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
369 |
|
|
|
566 |
|
|
|
(197 |
) |
|
|
(35 |
)% |
Other income (expenses) |
|
|
(963 |
) |
|
|
5,756 |
|
|
|
(6,719 |
) |
|
|
(117 |
)% |
Total other income (expenses) |
|
|
(594 |
) |
|
|
6,322 |
|
|
|
(6,916 |
) |
|
|
(109 |
)% |
Loss before income taxes |
|
|
(15,709 |
) |
|
|
(9,940 |
) |
|
|
(5,769 |
) |
|
|
58 |
% |
Provision for income taxes |
|
|
(17 |
) |
|
|
(18 |
) |
|
|
1 |
|
|
|
(6 |
)% |
Net loss |
|
$ |
(15,726 |
) |
|
$ |
(9,958 |
) |
|
$ |
(5,768 |
) |
|
|
58 |
% |
Revenue
|
|
Six Months Ended June 30, |
|
|
Period-to-Period Change |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Instruments |
|
$ |
2,999 |
|
|
$ |
2,088 |
|
|
$ |
911 |
|
|
|
44 |
% |
Consumables |
|
|
8,185 |
|
|
|
6,523 |
|
|
|
1,662 |
|
|
|
25 |
% |
Software |
|
|
2,603 |
|
|
|
3,703 |
|
|
|
(1,100 |
) |
|
|
(30 |
)% |
Total product revenue |
|
|
13,787 |
|
|
|
12,314 |
|
|
|
1,473 |
|
|
|
12 |
% |
Services and other |
|
|
1,071 |
|
|
|
876 |
|
|
|
195 |
|
|
|
22 |
% |
Total revenue |
|
$ |
14,858 |
|
|
$ |
13,190 |
|
|
$ |
1,668 |
|
|
|
13 |
% |
Total revenue increased by $1.7 million, or 13% to $14.9 million for the six months ended June 30, 2026, as compared to $13.2 million for the same period in 2025, driven primarily by an increase in instrument, consumables, service and other revenue partially offset by a decrease in software revenue.
Instrument revenue increased by $0.9 million, or 44%, to $3.0 million for the six months ended June 30, 2026, as compared to $2.1 million for the six months ended June 30, 2025, due to an increase in the number of OGM and Ionic instruments sold. As of June 30, 2026, our installed base grew to 397 OGM systems compared to the 378 OGM systems as of June 30, 2025, which represented a 5% increase year-over-year.
Consumables revenue increased by $1.7 million, or 25%, to $8.2 million for the six months ended June 30, 2026, as compared to $6.5 million for the six months ended June 30, 2025. The increase is primarily driven by an increase in both the number and the average selling price of flowcells sold, partially offset by certain supply constraints due to manufacturing delays that were initiated in the fourth quarter of 2025 and continued through the current period. For the six months ended June 30, 2026, we sold 17,397 flowcells, an increase of approximately 22% from 14,227 flowcells sold in the same period of 2025.
Software revenue decreased by $1.1 million, or 30%, to $2.6 million for the six months ended June 30, 2026, as compared to $3.7 million for the six months ended June 30, 2025. The decrease is primarily attributed to a decrease in the number of VIA samples sold.
30
Service and other revenue increased by $0.2 million, or 22%, to $1.1 million for the six months ended June 30, 2026, as compared to $0.9 million for the six months ended June 30, 2025. The increase was primarily due to an increase in clinical service offerings from Bionano Laboratories, in addition to an increase in extended warranty and maintenance sales.
Cost of Revenue, Gross Profit, and Gross Margin ($ in thousands)
|
|
Six Months Ended June 30, |
|
|
Period-to-Period Change |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of product revenue |
|
|
6,929 |
|
|
|
6,202 |
|
|
|
727 |
|
|
|
12 |
% |
Cost of service and other revenue |
|
|
363 |
|
|
|
572 |
|
|
|
(209 |
) |
|
|
(37 |
)% |
Total cost of revenue |
|
|
7,292 |
|
|
|
6,774 |
|
|
|
518 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
6,858 |
|
|
$ |
6,112 |
|
|
$ |
746 |
|
|
|
12 |
% |
Service and other |
|
|
708 |
|
|
|
304 |
|
|
|
404 |
|
|
|
133 |
% |
Total gross profit |
|
$ |
7,566 |
|
|
$ |
6,416 |
|
|
$ |
1,150 |
|
|
|
18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
50 |
% |
|
|
50 |
% |
|
|
|
|
|
|
||
Service and other |
|
|
66 |
% |
|
|
35 |
% |
|
|
|
|
|
|
||
Total gross margin |
|
|
51 |
% |
|
|
49 |
% |
|
|
|
|
|
|
||
Cost of product revenue increased by $0.7 million, or 12%, to $6.9 million for the six months ended June 30, 2026, as compared to $6.2 million for the six months ended June 30, 2025. The increase was primarily attributable to higher instrument and consumable sales. We expect cost of product revenue to vary with sales volume and product mix.
Cost of service and other revenue decreased by $0.2 million, or 37%, to $0.4 million for the six months ended June 30, 2026, as compared to $0.6 million for the six months ended June 30, 2025. The prior year period included a non-recurring increase in warranty expense associated with a refinement of the Company’s warranty reserve calculation methodology, while the current-year period reflects more normalized warranty expense levels.
Product gross profit increased by $0.7 million, or 12%, to $6.9 million for the six months ended June 30, 2026, compared to $6.1 million for the six months ended June 30, 2025. The increase was primarily driven by an increase in instrument and consumable sales, offset by a decrease in software sales.
Service and other gross profit increased by $0.4 million, or 133% to $0.7 million for the six months ended June 30, 2026, compared $0.3 million for the six months ended June 30, 2025. The increase in service and other gross profit was primarily driven by the non-recurring increase in warranty expense recognized in the prior period. In addition, revenues increased from clinical service offerings through Bionano Laboratories and instrument service contracts.
Research and Development (“R&D”) Expenses
R&D expenses increased by $0.8 million, or 16%, to $6.1 million for the six months ended June 30, 2026, as compared to $5.3 million for the same period in 2025. The increase was primarily due to increases of $0.4 million in salaries, wages and benefits driven by a slight increase in headcount and an increase in salaries and bonuses which were not offered during the same period in 2025 due to the cost savings initiatives announced in 2024; an increase of $0.7 million in professional and consulting fees, including increases in costs incurred to support development of the Stratys system and foundry expenses. Lastly, we increased internal consumption of inventory, materials and supplies by $0.1 million. These increases were partially offset by a decrease in depreciation, rent and facility costs of $0.4 million
31
Selling, General and Administrative Expenses
SG&A expenses decreased by $0.8 million, or 5%, to $16.6 million for the six months ended June 30, 2026, as compared to $17.4 million for the same period in 2025. The decrease was primarily due to a $1.8 million decrease in professional and consulting fees which is primarily marketing, software, and legal expenses, a $0.7 million decrease in stock-based compensation driven by a decrease in our stock price, and a $0.2 million reduction in the amount of property, plant, and equipment disposed of in the current period as compared to the prior period. These decreases were offset by an increase of $1.0 million in combined one-time executive transition costs and an increase in salaries and accrued bonuses, the absence of a $0.5 million gain on lease modification recorded in the prior period, and a $0.4 million increase in information technology, travel, rent and facility costs.
Interest Income
Interest income decreased by $0.2 million, or 35%, to $0.4 million for the six months ended June 30, 2026, as compared to $0.6 million for the same period in 2025 resulting from a reduction in investments offset by higher returns.
Other Income (Expense)
Other expense was $1.0 million for the six months ended June 30, 2026, as compared to other income of $5.8 million for the same period in 2025. The year-over-year change was primarily attributable to the following:
See Note 5 (Debt) and Note 8 (Investments and Fair Value Measurements) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion.
Liquidity and Capital Resources
Since our inception, we have incurred net losses and negative cash flows from operations. We incurred net losses of $15.7 million and $10.0 million, and used $10.4 million and $6.3 million of cash from our operating activities for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $735.3 million, cash and cash equivalents of $3.7 million, $6.2 million in short-term investments and $0.5 million in restricted cash.
32
Sources of Liquidity and Capital Resources
In the six months ended June 30, 2026, we generated cash flows from sales of common stock and other equity instruments. We anticipate that future sources of liquidity will principally come from sales of common stock and other equity instruments, borrowings from credit facilities and revenue from our commercial operations. See Note 5 (Debt) and Note 6 (Stockholder’s Equity and Stock-Based Compensation) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for a discussion of our recent debt and equity activity.
On May 24, 2024, we entered into a securities purchase agreement with certain accredited investors (the “Holders”) and JGB Collateral LLC, as collateral agent for the Holders, for the sale by the Company in a private placement (the “JGB Debentures Offering”) of:
The closing of the JGB Debentures Offering occurred on May 24, 2024. In connection with the closing of the JGB Debentures Offering, the Company received net proceeds of approximately $16.3 million, after payment of placement agent fees, and other offering expenses.
On December 31, 2024, the Company entered into an amendment of the Debentures (the “Amendment”) with the Holders. Pursuant to the Amendment, the parties agreed that (i) no amortization payment would be paid in December 2024; (ii) the maximum monthly amortization payments due between January 2025 and July 2025 would be reduced from $1.0 million per month to $0.5 million per month; (iii) the maximum monthly amortization payments due from August 2025 through repayment in full of the principal aggregate amount would be $1.4 million per month; (iv) the conversion price of the Debentures would be reduced from $120.00 to $16.20; and (v) the Debentures will become non-callable by the Company until August 2025. As consideration for the Amendment, the Company issued to the Holders approximately 83,000 shares of its common stock (the “Private Placement Shares”).
The $10.3 million outstanding principal balance was redeemed in full shortly after the May 24, 2026 maturity date, and no principal remained outstanding under the Debentures as of June 30, 2026. For the six months ended June 30, 2026, the Company paid $0.5 million in interest and $10.3 million in principal redemption amounts on the Debentures. See Note 5 (Debt) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further information.
Based on our current business plans, we will continue to require additional capital in the very near term to fund our operating expenses and capital expenditure requirements, or we may need to further curtail or cease operations and seek protection by filing a voluntary petition for relief under the United States Bankruptcy Code. If this were to occur, the value available to our various stakeholders, including our creditors and stockholders, is uncertain and trading prices for our securities may bear little or no relationship to the actual recovery, if any, by holders of our securities in bankruptcy proceedings, if any. Our existing cash and cash equivalents and short-term investments will not be sufficient for us to achieve cash-flow break even, and we expect to need to seek additional capital. Based on the Company’s current business plans we believe we will be able to fund our operating expenses and capital expenditure requirements into at least the first quarter of 2027.
Future Capital Requirements
We expect that our near and longer-term liquidity requirements will consist of working capital and general corporate expenses associated with the growth of our business, including, without limitation, expenses associated with scaling up our operations and continuing to increase our manufacturing capacity, sales and marketing expense, increasing market awareness of our products and services to target customers, instrument placements with customers via the reagent rental sales strategy, additional research and development expenses associated with expanding and proving the utility of our offerings, expenses associated with continuing to build out our corporate infrastructure, enhancements to information technology, restructuring and advisory fees, and expenses associated with being a public company. We expect such expenditures to continue throughout the balance of 2026.
33
As of June 30, 2026, we had $3.7 million in cash and cash equivalents, $6.2 million in short-term investments and $0.5 million in restricted cash. As of June 30, 2026, the Company had fully redeemed the outstanding principal balance under the Debentures. Based on recurring losses from operations incurred since inception and the expectation of continued operating losses, we anticipate our available cash balance will not be sufficient to operate our business for the next twelve months from the issuance of this Quarterly Report. Accordingly, we determined that there is substantial doubt about our ability to continue as a going concern within 12 months after the date that the financial statements included in this Quarterly Report are issued. In order to continue to operate our business beyond that time, we will need to raise substantial additional capital. We are actively evaluating debt and equity financing sources available to us as well as cost reduction strategies, but there can be no assurance that financing will be available on terms acceptable to us, on a timely basis, or at all, or that we are able to effectively reduce our operating expenses. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. Any disruptions to, or volatility in, the credit and financial markets or any deterioration in overall economic conditions may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. If we are unable to raise additional funds through debt or equity financing or other arrangements when needed, we may be required to delay, limit, reduce or terminate our research and development activities or future commercialization efforts. Even if we raise additional capital, we may also be required to modify, delay or abandon some of our plans which could have a material adverse effect on our business, operating results and financial condition and our ability to achieve our intended business objectives.
In addition, our estimate as to the sufficiency of our current cash, cash equivalents and short-term investments and our current operating plan as discussed above are based on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we currently anticipate. See Note 1 (Organization and Basis of Presentation) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for more information. If we are unable to continue as a going concern, we may have to reorganize or liquidate our business and may receive less than the value at which those assets are carried on our consolidated financial statements, and investors may lose all or a part of their investment. From time to time, the board of directors maintains a strategy committee to work with the Company and outside advisors in evaluating our options and considering alternatives that we believe will maximize stakeholder value, including any of the following or a combination thereof: debt financing, equity investments, combinations with other companies, or the sale of all or part of the company. There can be no assurances that any transactions will be available to us or completed and if we are not able to raise sufficient additional capital in the very near term to fund our operation, we may seek relief available under applicable insolvency laws. We do not intend to make further announcements regarding this process unless and until the board of directors approves a specific transaction or otherwise determines that further disclosure is appropriate.
Cash Flows
The following table sets forth the cash flow from operating, investing and financing activities for the periods presented (in thousands):
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Six Months Ended June 30, |
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2026 |
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2025 |
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Net cash provided by (used in): |
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Operating activities |
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$ |
(10,386 |
) |
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$ |
(6,251 |
) |
Investing activities |
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19,138 |
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(12,087 |
) |
Financing activities |
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(9,036 |
) |
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12,360 |
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Operating Activities
We derive cash flows from operations primarily from the sale of our products and services. Our cash flows from operating activities are also significantly influenced by our use of cash for operating expenses to support the growth of our business. We have historically experienced negative cash flows from operating activities as we have developed our technology, expanded our business and built our
34
infrastructure, and this may continue in the future. As discussed above, we anticipate our available cash balance will not be sufficient for the next twelve months from the issuance of this report. We expect to seek to raise additional capital through equity or debt financings to fulfill our operating and capital requirements for at least 12 months; however, we may not be able to secure such financing in a timely manner or on favorable terms, if at all, and if we are unable to raise sufficient additional capital in the very near term, we may need to further curtail or cease operations and seek protection by filing a voluntary petition for relief under the United States Bankruptcy Code. Our recent restructuring activities are anticipated to reduce the cash used in operating activities over the next 12 months; however, our financial condition may result in certain additional restructuring or advisory expenses which may result in our corporate expenditures increasing, potentially materially, and we may observe fluctuations in the cash used in operating activities on a quarterly basis to sustain our current commercial offerings.
Net cash used in operating activities was $10.4 million during the six months ended June 30, 2026, as compared to $6.3 million during the same period in 2025. The increase in cash used in operating activities of $4.1 million was primarily attributed to an increase in inventory purchases and an increase in salaries, wages, and benefits driven by a slight increase in headcount and an increase in accrued salaries, wages, and bonuses.
Investing Activities
Historically, our primary investing activities have consisted of capital expenditures for the purchase of capital equipment to support our expanding infrastructure, as well as the acquisitions of Lineagen, BioDiscovery and Purigen to grow our business. We expect to continue to incur additional costs for capital expenditures related to these efforts in future periods. During the six months ended June 30, 2026, net cash provided by investing activities was $19.1 million, as compared to net cash used in investing activities was $12.1 million during the same period in 2025. The increase in cash provided by investing activities of $31.2 million was primarily attributed to the maturity of $99.3 million in available for sale securities, which was offset by the purchase of available for sale securities of $80.1 million during the six months ended June 30, 2026, as compared to the maturity of $104.6 million in available for sale securities, which was offset by a higher purchase of available for sale securities of $116.6 million during the same period in 2025.
Financing Activities
Net cash used in financing activities was $9.0 million during the six months ended June 30, 2026 as compared to net cash provided by financing activities of $12.4 million during the same period in 2025, a decrease of $21.4 million. During the six months ended June 30, 2026, the Company fully redeemed the outstanding principal balance of $10.3 million of the convertible debentures payable, as compared to principal payments of $3.0 million during the same period in 2025, and $1.3 million in gross proceeds from executing sales under our at-the-market facilities with H.C. Wainwright & Co., LLC (“Wainwright”) during the six months ended June 30, 2026, as compared to $16.4 million in gross proceeds from executing sales under our at-the-market facilities with Cowen and Company, LLC (“Cowen”) and Wainwright during the same period in 2025.
Capital Resources
As of June 30, 2026, we had approximately $3.7 million in cash and cash equivalents, $6.2 million in short-term investments, $0.5 million in restricted cash and working capital of $14.8 million. As of June 30, 2026, the Company had fully redeemed the outstanding principal balance under the Debentures.
In order to fund our future operations, on March 10, 2023, we filed a universal shelf registration statement (the “Shelf Registration Statement”) with the SEC, which provides for aggregate offerings of up to $400.0 million of common stock, preferred stock, debt securities and warrants or any combination thereof. We also previously had in place a Sales Agreement with Cowen (the “Cowen ATM”), as amended, pursuant to which we were permitted to offer and sell from time to time shares of our common stock having an aggregate offering price of up to $200.0 million through or to Cowen, acting as sales agent or principal, pursuant to the Shelf Registration Statement. On February 4, 2025, the Company provided notice of its termination, effective February 14, 2025, of the Cowen ATM.
35
On February 21, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Wainwright, pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $75.0 million, through or to Wainwright, acting as sales agent or principal, pursuant to the Shelf Registration Statement. During the six months ended June 30, 2026, the Company sold approximately 1.0 million shares of common stock under the ATM Agreement at an average share price of $1.28 per share and received gross proceeds of approximately $1.3 million before deducting offering costs of $0.05 million.
Under the rules of the SEC, the Shelf Registration Statement was set to become unavailable to register the offer or sale of new securities beginning on May 10, 2026. Therefore, on May 8, 2026, we filed a new universal shelf registration statement on Form S-3 (the “New Shelf Registration Statement”) with the SEC to replace the Shelf Registration Statement. The New Shelf Registration Statement provides for aggregate offerings of up to $400.0 million of common stock, preferred stock, debt securities, warrants and units or any combination thereof. During the additional 180-day period following the three-year anniversary date of the effective date of the Shelf Registration Statement afforded by Rule 415(a)(5) under the Securities Act, we may offer and sell any unsold securities under the Shelf Registration Statement until the SEC declares the New Shelf Registration Statement effective. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of any unsold securities under the Shelf Registration Statement will be deemed terminated as of the date of effectiveness of the New Shelf Registration Statement. Upon the filing of an appropriate prospectus supplement or supplements under either the Shelf Registration Statement or, upon its effectiveness, the New Shelf Registration Statement, we may offer and sell our securities from time to time in one or more offerings, at our discretion.
On March 31, 2025, the date we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our public float was less than $75 million. As a result, we became subject to the offering limits in General Instruction I.B.6 of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, for so long as our public float is less than $75 million, the amount we can raise through primary public offerings of securities in any twelve-month period using shelf registration statements is limited to one-third of our public float. If our public float increases or decreases, the number of securities we may sell under our shelf registration statements in accordance with General Instruction I.B.6 of Form S-3 will also increase or decrease, respectively. If our public float increases above $75.0 million such that we may sell additional amounts under the ATM Agreement and the ATM Prospectus, we will file another amendment to the ATM Prospectus prior to making additional sales in excess of the limitations of General Instruction I.B.6 of Form S-3.
Contractual Obligations
There were no material changes to our contractual obligations from those disclosed in the Company’s Annual Report.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. These accounting principles require us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. We have discussed the development, selection and disclosure of the accounting estimates with our audit committee. We believe that the estimates, judgments and assumptions are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. Historically, revisions to our estimates have not resulted in a material change to our financial statements.
During the six months ended June 30, 2026, there have been no changes to our critical accounting policies and estimates as described in our Annual Report.
Recent Accounting Pronouncements
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See Note 1 (Organization and Basis of Presentation) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for information concerning recent accounting pronouncements.
37
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As of June 30, 2026, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this assessment, our management, including our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report.
Changes in Internal Control over Financial Reporting
Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we carried out an evaluation of any potential changes in our internal control over financial reporting during the fiscal quarter covered by this Quarterly Report. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, a number of risks which may materially affect our business, financial condition or results of operations. You should carefully consider those risk factors and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us may also materially adversely affect our business, financial condition and/or results of operations.
39
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2026, no director or officer of the Company
40
ITEM 6. EXHIBITS
Exhibit Number |
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Description |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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4.10 |
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4.11 |
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Form of Warrant to Purchase Series E/F Common Stock issued to Investors in September 2025 Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 18, 2025). |
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10.1+ |
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Offer Letter by and between the Registrant and Albert A. Luderer, dated May 6, 2026. |
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10.2+ |
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Consulting Agreement by and between the Registrant and R. Erik Holmlin, Ph.D., dated May 6, 2026. |
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31.1 |
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41
32.1* |
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101.INS |
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Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL Document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents. |
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104 |
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Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
+ Indicates management contract or compensatory plan.
42
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BIONANO GENOMICS, INC. |
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Dated: August 10, 2026 |
By: /s/ Albert A. Luderer, Ph.D. |
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Albert A. Luderer, Ph.D. |
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Interim Chief Executive Officer (Interim Principal Executive Officer and Interim Principal Financial Officer) |
43
Exhibit 10.1
May 6, 2026
Albert Luderer, Ph.D.
Dear Dr. Luderer:
It is a pleasure to confirm an offer of employment with Bionano Genomics, Inc. (the “Company”) to you for the full-time position of Interim Chief Executive Officer. Your employment will terminate upon the appointment by the Company of a permanent Chief Executive Officer. However, your employment will be “at will” and can be terminated by you or the Company at any earlier time for any reason. You will not be entitled to any severance benefits upon your cessation of employment, irrespective of the reason for your cessation of employment.
During your employment, you will receive an annual base salary of $600,000, payable in accordance with the Company’s regular payroll practices (and pro-rated for partial years of employment). For the 2026 calendar year, you will be eligible to earn an annual incentive bonus. Your maximum annual incentive bonus opportunity for 2026 will be $400,000 based upon a full year of service; however, it will be pro-rated for the time you are actually employed during 2026. It may be earned based on the achievement of performance metrics approved by the Compensation Committee of the Company’s Board of Directors. If earned, the bonus will be paid in calendar year 2027, and no later than March 15, 2027. In order to earn the bonus, you must remain employed through the earlier of (i) the bonus payment date and (ii) the date upon which a permanent Chief Executive Officer is appointed by the Company. During your employment, you will also be entitled to a monthly stipend of $4,000, which is intended to help defray housing and travel costs that you may incur in connection with your employment. All amounts earned hereunder will be subject to applicable federal, state and local withholding taxes.
Unless otherwise determined by the Compensation Committee, you will not be entitled to receive an equity grant in 2026. In addition, please note that as an employee of the Company, you will cease to be separately compensated for your service on the Company’s Board of Directors.
Other than as provided above, you will be entitled to participate in the Company’s standard health and welfare benefit plans offered to its employees, in accordance with the eligibility requirements and other terms and conditions set forth in those plans. Subject to applicable law, for the purpose of determining “years of vesting service” (or a similar concept) under any program, plan or arrangement maintained by the Company or its affiliates, you will not receive service credit for the time that you served as a non-employee director on the Company’s Board of Directors prior to your commencement of employment under this letter. You will be entitled to paid time off in accordance with the Company’s standard policies. Nothing in this letter restricts the Company from amending or terminating any of its benefit plans at any time.
Your principal place of employment will be in San Diego, California.
Albert Luderer
Page 2
As a condition of employment, you must execute and agree to abide by the Confidential Information and Inventions Assignment Agreement and other standard executive onboarding documentation provided to you.
During your employment, you agree to serve, if elected or appointed, as an officer, director or trustee of the Company and any of its affiliates, and in such capacity to carry out the duties and responsibilities reasonably appropriate to any such position. Contemporaneous with the cessation of your employment for any reason, if requested by the Company’s Board of Directors, you agree to resign from all officer, director and trustee positions with the Company and its affiliates and execute any documents requested by the Company and its affiliates to confirm that resignation.
You agree to comply and be bound by the policies of the Company and its affiliates as in effect from time to time, including (without limitation) policies regarding ethics, personal conduct, stock ownership, securities trading, clawback and hedging and pledging of securities.
We look forward to working with you. To accept our offer of employment on the terms and conditions outlined in this letter, please sign below.
Sincerely,
/s/ Jonathan Dixon
Jonathan Dixon, General Counsel
ACKNOWLEDGED AND ACCEPTED:
/s/ Albert Luderer
Albert Luderer, Ph.D.
Exhibit 10.2
BIONANO GENOMICS, INC.
CONSULTING AGREEMENT
This Consulting Agreement (“Agreement”) is entered into as of May 06, 2026 by and between Bionano Genomics, Inc., a Delaware corporation having its principal place of business located at 9540 Towne Centre Drive, Suite 100, San Diego, CA 92121 (collectively with its affiliates, “Company”), and R. Erik Holmlin, Ph.D. (“Consultant”).
The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on the terms described below.
Agreement
In consideration of the mutual promises contained herein, the parties agree as follows:
1 of 8
2 of 8
3 of 8
4 of 8
6.4 Section 409A. The intent of the Parties is that payments under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) to the extent applicable and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Nonetheless, Consultant understands and agrees that Consultant shall be solely responsible for the payment of any taxes, penalties, interest or other expenses incurred by Consultant on account of non-compliance with Section 409A. Each amount to be paid under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. For the avoidance of doubt, Consultant experienced a “separation from service” from the Company on the date that his employment as President and Chief Executive Officer of the Company ceased; as of such date, the Parties reasonably anticipated that the level of bona fide services Consultant will perform for the Company after such date will permanently decrease to no more than 20 percent of the average level of bona fide services over the immediately preceding 36-month period.
The Company shall defend, indemnify and hold Consultant harmless from and against any and all claims, demands, losses, damages, liabilities (including without limitation product liability), settlement amounts, costs and expenses whatsoever (including without limitation reasonable attorneys’ fees and costs and including, without limitation, product liability claims) arising from or relating to any claim, action or proceeding made or brought against Consultant or the Company as a result of, or associated with, the development, use, manufacture, marketing or sale of products regarding which Consultant has provided Services unless such liability arises from Consultant’s or Consultant’s assistants’, employees’ or agents’ gross negligence or intentional misconduct.
5 of 8
If to the Company, to:
Bionano Genomics, Inc.
Attention: Chief Executive Officer
9540 Towne Centre Drive, Suite 100
San Diego, CA 92121
With a copy to:
contracts@bionano.com
If to Consultant, to:
R. Erik Holmlin, Ph.D.
6 of 8
R. Erik Holmlin, Inc.
[**]
With a copy to:
[**]
The address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company.
[Signature Page Follows]
7 of 8
In Witness Whereof, the parties hereto have executed this Consulting Agreement as of the date first written above.
CONSULTANT
By: /s/ Erik Holmlin Name: R. Erik Holmlin, Ph.D. Date: 5/11/2026
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BIONANO GENOMICS, INC.
By: /s/ Albert Luderer Name: Albert Luderer, Ph.D. Title: Interim CEO Date: 5/11/2026 |
[Signature Page to Consulting Agreement]
EXHIBIT A
SERVICES AND COMPENSATION
1. Services. The Services shall include, but shall not be limited to, the following activities, as requested by the Company:
• consulting with the Company’s interim CEO or others as directed by the interim CEO.
Consultant shall not incur more than 10 hours with respect to providing the Services without the Company’s prior written consent.
The manner and means that Consultant chooses to complete the Services are in Consultant’s sole discretion and control. Consultant agrees to provide his own equipment, tools, and other materials at his own expense; however, the Company will make its facilities and equipment available to Consultant when necessary.
2. Compensation.
A. The Company will pay Consultant a consulting fee of $5,000.00 per week (“Weekly Fee”) during the Term. The Weekly Fee shall be paid regardless of how many hours the Consultant works in performing Services for the Company and any Services performed in excess of 10 hours per week will be billed to the Company at a rate of $500.00 per hour. The Consulting fee shall be payable weekly but no later than 14 days of the Company receiving an invoice from Consultant detailing the Services provided and the time spent providing such Services, and all of which fees shall be net of any applicable withholding taxes.
B. The Company will reimburse Consultant for all reasonable expenses, including non-local travel, incurred by Consultant in performing the Services pursuant to this Agreement, provided that Consultant receives written consent from the Company’s interim CEO prior to incurring such expenses and submits receipts for such expenses to the Company.
Exhibit 31.1
CERTIFICATION
I, Albert A. Luderer, certify that:
Dated: August 10, 2026 |
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/s/ Albert A. Luderer. |
Albert A. Luderer, Ph.D. |
Interim Chief Executive Officer |
(Interim Principal Executive Officer and Interim Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Albert A. Luderer, Interim Chief Executive Officer of Bionano Genomics, Inc., a Delaware corporation (the “Company”), hereby certifies that, to the best of his knowledge:
Dated: August 10, 2026 |
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/s/ Albert A. Luderer, Ph.D. |
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Albert A. Luderer, Ph.D. |
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Interim Chief Executive Officer |
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(Interim Principal Executive Officer and Interim Principal Financial Officer) |
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This certification accompanies and is being “furnished” with the Periodic Report, shall not be deemed “filed” by the Company for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of the Periodic Report, irrespective of any general incorporation language contained in such filing.