Bionano Genomics Inc
For the period ended Dec 31, 2023. Filed Mar 5, 2024.
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FY2023 · Filed Mar 5, 2024
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Item 15. Exhibit and Financial Statement Schedules
List the following documents filed as a part of the report:
(1)Financial statements
The response to this portion of Item 15 is set forth under Item 8 above.
The following consolidated financial statements of Bionano Genomics, Inc are included in Item 8 of this report:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets — December 31, 2023 and 2022
Consolidated Statements of Operations — Years ended December 31, 2023 and 2022
Consolidated Statements of Comprehensive Loss — Years ended December 31, 2023 and 2022
Consolidated Statements of Stockholders’ Equity (Deficit) – Years ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows — Years ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
(2)Financial statement schedule.
All schedules have been omitted because they are not required or because the required information is given in the financial statements or notes thereto set forth under Item 8 above.
(3)Exhibits
A list of exhibits filed with this Annual Report or incorporated herein by reference can be found in the Exhibit Index below.
Exhibit Index
| ExhibitNumber | Description |
| 2.1^€ (1) | Agreement and Plan of Merger, dated October 8, 2021, by and among the Company, Starship Merger Sub I, Inc., Starship Merger Sub II, LLC, BioDiscovery, Inc. and Soheil Shams. |
| 2.2^€ (2) | Agreement and Plan of Merger, dated November 23, 2022, by and among the Company, Mazdan Merger Sub, Inc., Purigen Biosystems, Inc. and Shareholder Representative Services LLC. |
| 2.3^€ (3) | First Amendment to Agreement and Plan of Merger, dated March 4, 2023, by and between the Company and Soheil Shams, as the Securityholders’ Representative. |
| 2.4^€ (4) | Second Amendment to Agreement and Plan of Merger, dated July 15, 2023, by and among the Company, Starship Merger Sub I, Inc., Starship Merger Sub II, LLC, BioDiscovery, Inc. and Soheil Shams |
| 3.1^€ (5) | Certificate of Elimination of Series A Preferred Stock. |
| 3.1(3) | Amended and Restated Certificate of Incorporation, as amended. |
| 3.2(4) | Amended and Restated Bylaws. |
| 3.4(17) | Amendment to Amended and Restated Bylaws. |
| 4.1(5) | Form of Common Stock Certificate. |
| 4.2(5) | Form of Warrant to Purchase Series D-1 Preferred Stock issued to Midcap Financial Trust. |
| 4.3(8) | Form of Warrant to Purchase Common Stock issued to Investors in October 2019 Public Offering. |
| 4.4(9) | Form of Warrant to Purchase Common Stock issued to Investors in April 2020 Public Offering. |
| 4.5 | Description of the Company’s Securities. |
| 4.6(18) | Form of Note, representing the Company’s Senior Secured Convertible Notes due 2025. |
| 4.7(19) | Form of Warrant to Purchase Common Stock issued to Purchaser in October 2023 Offering. |
| 4.8(62) | Amendment to Initial Registered Note issued to Purchaser dated February 27, 2024 |
| 10.1+(10) | Bionano Genomics, Inc. 2018 Equity Incentive Plan, as amended (the “2018 Plan”). |
| 10.1A+ | Forms of grant notice, stock option agreement and notice of exercise under the 2018 Plan. |
| 10.1B+ | Forms of director grant notice, stock option agreement and notice of exercise under the 2018 Plan. |
| 10.1C+ | Forms of double-trigger grant notice, stock option agreement and notice of exercise under the 2018 Plan. |
| 10.1D+(5) | Forms of international grant notice, stock option agreement and notice of exercise under the 2018 Plan. |
| 10.1E+(11) | Forms of restricted stock unit grant notice and restricted stock unit award agreement under the Bionano Genomics, Inc. 2018 Equity Incentive Plan. |
| 10.2+(12) | Bionano Genomics, Inc. 2018 Employee Stock Purchase Plan. |
| 10.3+(2) | Bionano Genomics, Inc. 2020 Inducement Plan, as amended. |
| 10.3A+(13) | Form of Stock Option Grant Notice and Stock Option Agreement under the Bionano Genomics, Inc. 2020 Inducement Plan. |
| 10.4+(14) | Bionano Genomics, Inc. Non-Employee Director Compensation Policy, as amended |
| 10.5+(5) | Form of Indemnification Agreement by and between the Registrant and each director and executive officer. |
| 10.6+(5) | Employment Agreement by and between the Registrant and R. Erik Holmlin, Ph.D., dated November 7, 2017, as amended. |
| 10.7+(15) | Employment Agreement, effective as of September 1, 2020, by and between Christopher Stewart and the Company. |
| 10.8+(15) | Employment Agreement, effective as of August 31, 2020, by and between Alka Chaubey and the Company. |
| 10.90+(5) | Employment Agreement by and between the Registrant and Mark Oldakowski, dated November 7, 2017. |
| 10.10(5) | Lease by and between the Registrant and The Irvine Company LLC, dated January 16, 2012. |
| 10.10A(5) | First Amendment to the Lease by and between the Registrant and The Irvine Company LLC, dated September 10, 2013. |
| 10.10B(5) | Second Amendment to the Lease by and between the Registrant and The Irvine Company LLC, dated July 1, 2015. |
| 10.10C(3) | Third Amendment to the Lease by and between the Registrant and The Irvine Company LLC, dated December 19, 2019. |
| 10.10D(3) | Fourth Amendment to the Lease by and between the Registrant and The Irvine Company LLC, dated February 15, 2021. |
| 10.10E(14) | Fifth Amendment to the Lease by and between the Registrant and The Irvine Company, LLC, dated January 12, 2022. |
| 10.11(14) | Standard Industrial/Commercial Single-Tenant Lease, made effective as of November 23, 2021, by and between the Company and 6777 Nancy Ridge LLC. |
| ExhibitNumber | Description |
| 10.12(14) | Commercial Single-Tenant Lease – Net, dated February 28, 2016, by and between Tesa Beach LLC and BioDiscovery, Inc. |
| 10.13 | Lease, dated August 22, 2016, by and between SFF BBC, LLC and Purigen Biosystems, Inc. |
| 10.13A | First Amendment to the Lease by and between Purigen Biosystems Inc, and SFF BBC, LLC, dated August 22, 2016 |
| 10.14(16) | Sales Agreement, dated March 23, 2021, by and between the Company and Cowen and Company, LLC. |
| 10.14A(3) | Amendment No. 1 to Sales Agreement, dated March 9, 2023, by and between the Company and Cowen and Company, LLC. |
| 10.15#(5) | License Agreement by and between Princeton University and the Registrant, dated January 7, 2004. |
| 10.15A#(5) | First Amendment to the License Agreement by and between Princeton University and the Registrant, dated December 17, 2004. |
| 10.15B#(5) | Second Amendment to the License Agreement by and between Princeton University and the Registrant, dated February 25, 2010. |
| 10.15C#(5) | Third Amendment to the License Agreement by and between Princeton University and the Registrant, dated October 17, 2011. |
| 10.15D#(5) | Fourth Amendment License Agreement by and between Princeton University and the Registrant, dated February 9, 2012. |
| 10.16#(5) | Master Services Agreement by and between the Registrant and Skorpios Technologies, Inc. (f/k/a Novati Technologies, Inc. and f/k/a SVTC Technologies, LLC), dated March 2, 2009, as amended. |
| 10.17#(5) | License Agreement by and between the Registrant and New York University dated November 4, 2013. |
| 10.18#(5) | License Agreement by and between the Registrant and Q Biotechnology CV dated May 1, 2014. |
| 10.18A#(5) | Amendment to Non-Exclusive Patent License Agreement by and between the Registrant and Q Biotechnology CV dated May 1, 2014. |
| 10.19#(5) | Manufacturing Services Agreement by and between the Registrant and Paramit Corporation, dated February 18, 2015. |
| 10.20#(5) | Option and Sublicense Agreement by and between the Registrant and Pacific Biosciences of California, Inc. dated February 2, 2016. |
| 10.21^€ | Amended and Restated Exclusive License Agreement with Equity, dated July 16, 2021, by and between The Board of Trustees of the Leland Stanford Junior University and Purigen Biosystems, Inc. |
| 10.21A^€ | Amendment No. 1 to the Amended and Restated Exclusive License Agreement Effective the 16th Day of July 2021 Between Stanford University and Purigen Biosystems, Inc., dated November 14, 2022, by and between The Board of Trustees of the Leland Stanford Junior University and Purigen Biosystems, Inc. |
| 10.22 | Employment Agreement, effective as of September 11, 2023, by and between Gülsen Kama and the Company. |
| 10.23 | Transition, Separation and Consulting Agreement dated as of August 11, 2023, by and between Christopher Stewart and the Company. |
| 10.24^(18) | Securities Purchase Agreement, dated October 11, 2023, by and among the Company and the Purchaser named therein. |
| 10.25^(63) | Letter Agreement between the Company and the Purchaser named therein, dated February 27, 2024. |
| 21.1 | Subsidiaries of the Registrant. |
| 22.1 | Affiliates whose securities collateralize securities of the registrant |
| 23.1 | Consent of BDO USA, P.C., independent registered public accounting firm. |
| 24.1 | Power of Attorney (included on signature page). |
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. |
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. |
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Bionano Genomics, Inc. Incentive Compensation Recoupment Policy |
| 101.INS | 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. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| ExhibitNumber | Description |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| (1) | Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 19, 2021. |
| (2) | Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on November 28, 2022. |
| (3) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023. |
| (4) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2023 |
| (5) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 4, 2023. |
| (6) | Incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2021 |
| (7) | Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2018. |
| (8) | Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on April 14, 2023. |
| (9) | Incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2021 |
| (10) | Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2018. |
| (11) | Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on April 14, 2023. |
| (12) | Incorporated by reference to Exhibit 4.13 of the Registrant’s Registration Statement on Form S-1 (File No. 333-233828), as amended. |
| (13) | Incorporated by reference to Exhibit 4.16 of the Registrant’s Registration Statement on Form S-1 (File No. 333-237074), as amended, filed with the SEC on March 24, 2020. |
| (14) | Incorporated by reference to Exhibit 4.10 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 9, 2023. |
| (15) | Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 11, 2023. |
| (16) | Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-3 (File No. 333-275181). |
| (17) | Incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (18) | Incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (19) | Incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-8 (File No. 333-245764), filed with the SEC on August 14, 2020. |
| (20) | Incorporated by reference to Exhibit 10.2A of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 9, 2023. |
| (21) | Incorporated by reference to Exhibit 10.2B of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 9, 2023. |
| (22) | Incorporated by reference to Exhibit 10.2C of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 9, 2023. |
| (23) | Incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (24) | Incorporated by reference to Exhibit 99.5 of the Registrant’s Registration Statement on Form S-8 (File No. 333-227073), filed with the SEC on August 28, 2018. |
| (25) | Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on November 28, 2022. |
| (26) | Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on August 4, 2020. |
| (27) | Incorporated by reference to Exhibit 10.7 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2022. |
| (28) | Incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (29) | Incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (30) | Incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2020. |
| ExhibitNumber | Description |
| (31) | Incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2020. |
| (32) | Incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (33) | Incorporated by reference to Exhibit 10.20 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (34) | Incorporated by reference to Exhibit 10.21 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (35) | Incorporated by reference to Exhibit 10.22 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (36) | Incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2021 |
| (37) | Incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2021 |
| (38) | Incorporated by reference to Exhibit 10.39 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2022. |
| (39) | Incorporated by reference to Exhibit 10.33 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2022. |
| (40) | Incorporated by reference to Exhibit 10.38 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2022. |
| (41) | Incorporated by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 9, 2023. |
| (42) | Incorporated by reference to Exhibit 10.14A of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 9, 2023. |
| (43) | Incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 24, 2021. |
| (44) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023 |
| (45) | Incorporated by reference to Exhibit 10.25 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (46) | Incorporated by reference to Exhibit 10.26 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (47) | Incorporated by reference to Exhibit 10.27 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (48) | Incorporated by reference to Exhibit 10.28 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (49) | Incorporated by reference to Exhibit 10.29 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (50) | Incorporated by reference to Exhibit 10.23 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (51) | Incorporated by reference to Exhibit 10.34 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (52) | Incorporated by reference to Exhibit 10.32 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (53) | Incorporated by reference to Exhibit 10.33 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (54) | Incorporated by reference to Exhibit 10.24 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (55) | Incorporated by reference to Exhibit 10.35 of the Registrant’s Registration Statement on Form S-1 (File No. 333-225970), as amended, filed with the SEC on August 17, 2018. |
| (56) | Incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 9, 2023. |
| (57) | Incorporated by reference to Exhibit 10.22A of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 9, 2023. |
| (58) | Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2023. |
| (59) | Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2023. |
| (60) | Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 11, 2023. |
| ExhibitNumber | Description |
| (61) | Incorporated by reference to Exhibit 21.1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 9, 2023. |
| (62) | Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on February 28, 2024 |
| (63) | Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on February 28, 2024 |
| ^ | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC. |
| + | Indicates management contract or compensatory plan. |
| # | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC. |
| € | Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted (indicated by “[***]”) because the Company has determined that the information is not material and is the type that the Company treats as private or confidential. |
| * | This certification is furnished herewith and 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 (whether made before or after the date of this Annual Report on Form 10-K), irrespective of any general incorporation language contained in such filing. |
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