Bionano Genomics, Inc.

Previous wording

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 months ended March 31, 2025 (“Quarterly Report”) and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024 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, 2024, (“Annual Report”), filed with the Securities and Exchange Commission, (“SEC”), on March 31, 2025. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” refer to Bionano Genomics, Inc. and its subsidiaries or, as the context may require, Bionano Genomics, Inc. only.

Current wording

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, 2025 (“Quarterly Report”) and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024 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, 2024, (“Annual Report”), filed with the Securities and Exchange Commission, (“SEC”), on March 31, 2025. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q 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.

Previous wording

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, and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “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 in the forward-looking statements, including, without limitation, the risks set forth- under Part II, Item 1A. Risk Factors in this Quarterly 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.

Current wording

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 in the forward-looking statements, including, without limitation, the risks set forth under Part II, Item 1A. Risk Factors in this Quarterly 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.

Previous wording

•Grew our installed base to 379 as of March 31, 2025, an increase of approximately 9% from a total installed base of 347 as of March 31, 2024. Installed base represents the global number of OGM instruments installed at end-customer locations and therefore having the technology to process OGM.

Current wording

•Grew our installed base to 378 as of June 30, 2025, an increase of approximately 4% from a total installed base of 363 as of June 30, 2024. Installed base represents the global number of OGM instruments installed at end-customer locations and therefore having the technology to process OGM.

Previous wording

•Sold 6,994 flowcells in the three-month period ended March 31, 2025, a decrease of approximately 15% from 8,249 flowcells sold in the same quarter of 2024. The OGM cartridge is the consumable that packages nanochannel arrays for DNA linearization. In its current form, the OGM cartridge can comprise - one, two or three flowcells per cartridge. Flowcells sold refers to the units of genome mapping consumables used for analyzing one genome, purchased by customers to process samples for optical genome mapping.

Current wording

•Sold 7,233 flowcells in the three-month period ended June 30, 2025, an increase of approximately 17% from 6,165 flowcells sold in the same period of 2024. Sold 14,227 flowcells in the six-month period ended June 30, 2025, a decrease of approximately 1% from 14,414 flowcells sold in the same period of 2024. The OGM cartridge is the consumable that packages nanochannel arrays for DNA linearization. In its current form, the OGM cartridge can comprise one, two or three flowcells per cartridge. Flowcells sold refers to the units of genome mapping consumables used for analyzing one genome, purchased by customers to process samples for optical genome mapping.

Previous wording

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 three months ended March 31, 2025, we did not experience material increases in our supply chain costs, but we may experience such increases in future fiscal periods. We expect our costs to remain high for the foreseeable future. As global economic conditions recover, business activity may not recover 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.

Current wording

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, 2025, we did not experience material increases in our supply chain costs, but we may experience such increases in future fiscal periods. We expect our costs to remain high for the foreseeable future. As global economic conditions recover, business activity may not recover 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.

Previous wording

We have incurred losses in each year since our inception. Our net loss was $3.1 million for the three months ended March 31, 2025. As of March 31, 2025, we had an accumulated deficit of $696.3 million.

Current wording

We have incurred losses in each year since our inception. Our net loss was $6.9 million and $10.0 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2025, we had an accumulated deficit of $703.2 million.

Previous wording

While we have implemented restructuring plans in March and September 2024, we expect to continue to incur significant expenses and operating losses as we:

Current wording

While we implemented restructuring plans in March and September 2024, we expect to continue to incur significant expenses and operating losses as we:

Previous wording

We will continue to seek to raise additional capital, but without sufficient additional financing in the very 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. The board of directors has established 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.

Current wording

We will continue to seek to raise additional capital, but without sufficient additional financing in the very 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.

Previous wording

Product revenue decreased by $0.8 million, or 12%, to $6.0 million for the three months ended March 31, 2025, as compared to $6.8 million for the same period in 2024. The decrease in product revenue was driven by a decrease of $0.9 million or 57% in instrument sales and a $0.2 million or 6% decrease in consumable sales, partially offset by an increase of $0.3 million or 18% in software sales. In September 2024, we announced a change in our business strategy to focus on driving utilization and adoption of OGM from our existing installed base, with less emphasis on new placements of our OGM systems. We anticipated that this change in strategy would slow the pace of our revenue growth when compared to historical growth rates and that the reduced pace of our revenue growth will continue in 2025.

Current wording

Product revenue decreased by $0.2 million, or 3%, to $6.3 million for the three months ended June 30, 2025 as compared to $6.5 million for the same period in 2024. The decrease in product revenue was driven by a decrease of $0.9 million or 38% in instrument sales and a $0.05 million or 3% decrease in software sales, partially offset by an increase of $0.7 million or 28% in consumables sales. In September 2024, we announced a change in our business strategy to focus on driving utilization and adoption of OGM from our existing installed base, with less emphasis on new placements of our OGM systems. We expected that this change in strategy would slow the pace of our revenue growth when compared to historical growth rates, and we anticipate that the reduced pace of our revenue growth will continue in the remainder of 2025.

Previous wording

Service and other revenue decreased by $1.5 million or 77% for the three months ended March 31, 2025, compared to the same period in 2024 which is the result of discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024. Such clinical service offerings from Bionano Laboratories contributed to no revenues for the three months ended March 31, 2025, as compared to $1.4 million for the same period in 2024. We expect service and other revenue to decline in 2025 relative to 2024 as these service offerings were fully phased out as of December 31, 2024.

Current wording

Service and other revenue decreased by $0.8 million, or 66%, to $0.4 million for the three months ended June 30, 2025, as compared to the same period in 2024 which is the result of discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024. Such clinical service offerings from Bionano Laboratories contributed no revenues for the three months ended June 30, 2025, as compared to $0.7 million for the same period in 2024. We expect service and other revenue to decline in 2025 relative to 2024 as these service offerings were fully phased out as of December 31, 2024.

Previous wording

Selling, general and administrative (“SG&A”) expenses decreased by $10.1 million, or 53%, to $9.0 million for the three months ended March 31, 2025 compared to $19.1 million for the same period in 2024. The decrease was primarily due to a $5.8 million decrease in salaries, wages and benefits driven by headcount reductions announced in 2023 and 2024, a $0.6 million decrease in the gain/loss recorded on fair value of the contingent consideration due for Purigen milestones, a $2.6 million decrease in professional and consulting fees which is primarily marketing, software, and legal expenses, and a $0.7 million decrease in travel and entertainment. We anticipate that SG&A expenses will continue to decrease throughout 2025 as a result of our cost saving initiatives announced in March and September 2024.

Current wording

Selling, general and administrative (“SG&A”) expenses decreased by $3.2 million, or 28%, to $8.3 million for the three months ended June 30, 2025, as compared to $11.6 million for the same period in 2024. The decrease was primarily due to a $4.3 million decrease in salaries, wages and benefits driven by headcount reductions announced throughout 2023 and 2024; a $2.1 million decrease in professional and consulting fees, which is primarily marketing, software and legal expenses; a $0.3 million decrease in travel and entertainment; and a $0.3 million decrease in information technology and rent and facility costs. These decreases were offset bya $4.5 million gain recorded on the fair value of the contingent consideration due for the Purigen milestones during the same period in 2024 as compared to no gain recorded forthe three months ended June 30, 2025. We anticipate that SG&A expenses will continue to decrease throughout 2025 as a result of our restructuring initiatives announced in March and September 2024.

Previous wording

The Company had no expenses that were classified as restructuring costs during the three months ended March 31, 2025, as compared to $4.6 million during the same period in 2024. These restructuring costs were the result of our cost saving initiatives announced in 2024.

Current wording

The Company had no expenses that were classified as restructuring costs during the three months ended June 30, 2025, as compared to $1.2 million during the same period in 2024. These restructuring costs were the result of our cost saving initiatives announced in 2024.

Previous wording

Interest income was $0.3 million for the three months ended March 31, 2025, as compared to $1.0 million for the same period in 2024. The decrease is the result of a reduction in investments offset by higher returns.

Current wording

Interest income was $0.3 million for the three months ended June 30, 2025, as compared to $0.5 million for the same period in 2024. The decrease was primarily the result of a reduction in investments, partially offset by higher returns.

Previous wording

Cost of product revenue decreased by $1.9 million, or 38%, to $3.1 million for the three months ended March 31, 2025, as compared to $4.9 million for the same period in 2024. The decrease in cost of product revenue was due to lower sales of consumables and instruments offset by higher sales of software. We expect cost of product revenue to fluctuate with the volume of product sales.

Current wording

Cost of product revenue decreased by $3.4 million, or 35%, to $6.2 million for the six months ended June 30, 2025, as compared to $9.6 million for the same period in 2024. The decrease in cost of product revenue was primarily due to lower sales of instruments, partially offset by higher sales of software and consumables. We expect cost of product revenue to fluctuate with the volume of product sales.

Previous wording

Cost of service and other revenue decreased by $0.6 million, or 55%, to $0.5 million for the three months ended March 31, 2025, compared to $1.0 million for the same period in 2024. The decrease in cost of service and other revenue was primarily due to discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024. We expect cost of service and other revenue to remain relatively flat in 2025 as these service offerings were fully phased out as of December 31, 2024.

Current wording

Cost of service and other revenue decreased by $1.0 million, or 62%, to $0.6 million for the six months ended June 30, 2025, compared to $1.5 million for the same period in 2024. The decrease in cost of service and other revenue was primarily due to discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024. We expect cost of service and other revenue to remain relatively flat in 2025 as these service offerings were fully phased out as of December 31, 2024.

Previous wording

Product gross profit increased by $1.0 million, or 53%, to $3.0 million for the three months ended March 31, 2025, compared to $1.9 million for the same period in 2024. The increase in product gross profit was primarily due to an increase in software sales.

Current wording

Product gross profit increased by $2.4 million, or 64%, to $6.1 million for the six months ended June 30, 2025, as compared to $3.7 million for the same period in 2024. The increase in product gross profit was primarily due to an increase in consumable and software sales.

Previous wording

Service and other gross profit (loss) decreased by $0.9 million, or 101%, to $(0.01) million for the three months ended March 31, 2025, as compared to $0.9 million for the same period in 2024. The decrease in service and other gross profit was primarily due to discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024. We expect service and other gross profit to remain relatively flat in 2025 as these service offerings were fully phased out as of December 31, 2024.

Current wording

Service and other gross profit decreased by $1.4 million, or 82%, to $0.3 million for the six months ended June 30, 2025, as compared to $1.7 million for the same period in 2024. The decrease in service and other gross profit was primarily due to discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024. We expect service and other gross profit to remain relatively flat in 2025 as these service offerings were fully phased out as of December 31, 2024.

Previous wording

Research and development (“R&D”) expenses decreased by $7.4 million, or 76%, to $2.4 million for the three months ended March 31, 2025 compared to $9.8 million for the same period in 2024. The decrease was primarily due to a decrease of $4.4 million in salaries, wages and benefits driven by headcount reductions announced throughout 2023 and 2024 and $1.4 million in professional and consulting fees, including decreases in costs incurred to support clinical research studies, development of the Stratys system, foundry expenses, and cloud computing. Lastly, we reduced information technology and rent and facility costs by $0.1 million, and we reduced our internal consumption of inventory, materials and supplies by $1.4 million. We anticipate that R&D expenses will continue to decrease throughout 2025 as a result of our cost saving initiatives announced in March and September 2024.

Current wording

R&D expenses decreased by $11.3 million, or 68%, to $5.3 million for the six months ended June 30, 2025, as compared to $16.6 million for the same period in 2024. The decrease was primarily due to a decrease of $6.8 million in salaries, wages and benefits driven by headcount reductions announced throughout 2023 and 2024 and a decrease of $2.5 million in professional and consulting fees, including decreases in costs incurred to support clinical research studies, development of the Stratys system, foundry expenses, and cloud computing. Lastly, we reduced information technology and rent and facility costs by $0.2 million, and we reduced our internal consumption of inventory, materials and supplies by $1.8 million. We anticipate that R&D expenses will continue to decrease throughout 2025 as a result of our cost saving initiatives announced in March and September 2024.

Previous wording

The Company recognized no impairment losses on intangible assets and other long-lived assets during the three months ended March 31, 2025, as compared to $0.4 million for the same period in 2024. These losses were due to our restructuring initiatives and change in business strategy announced in 2024. 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 further discussion on the impairment charges that were recorded during the quarter.

Current wording

The Company recognized no impairment losses on intangible assets and other long-lived assets during the six months ended June 30, 2025, as compared to $0.4 million for the same period in 2024. These losses were due to our restructuring initiatives and change in business strategy announced in 2024. 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 further discussion on the impairment charges that were recorded during the quarter.

Previous wording

Other income was $5.1 million for the three months ended March 31, 2025 compared to other expense of $1.4 million for the same period in 2024. The increase to other income was primarily driven by a $6.2 million increase (net gain) in the total change in fair value adjustments, principal redemptions and interest payments of the convertible High Trail Notes and purchase option outstanding as of March 31, 2024, as compared to the total change in fair value adjustments, principal redemptions and interest payments of the convertible debentures payable outstanding as of March 31, 2025. 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.

Current wording

Other income was $5.8 million for the six months ended June 30, 2025, as compared to other expense of $1.0 million for the same period in 2024. The change was primarily driven by a loss recorded on the issuance of the JGB Debentures of $1.9 million during the six months ended June 30, 2024, debt issuance costs recorded in connection with the debt instruments of $1.4 million during the six months ended June 30, 2024, an increase in the change in fair value (net gain) of $5.3 million for the convertible High Trail Notes, Purchase Option, and convertible debentures during the six months ended June 30, 2025, and an increase in other income of $2.0 million primarily related to an ERC refundable tax credit received during the six months ended June 30, 2025 from the IRS for eligible businesses affected by the COVID-19 pandemic. These changes were offset by a net gain on the extinguishment of the High Trail Note and Purchase Option of $4.0 million during the six months ended June 30, 2025. 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.

Previous wording

Since our inception, we have incurred net losses and negative cash flows from operations. We incurred net losses of $3.1 million and $31.4 million, and used $2.8 million and $28.1 million of cash from our operating activities for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, we had an accumulated deficit of $696.3 million, cash and cash equivalents of $3.6 million, $14.6 million in short-term investments and $11.0 million in restricted short-term investments.

Current wording

Since our inception, we have incurred net losses and negative cash flows from operations. We incurred net losses of $10.0 million and $47.6 million, and used $6.3 million and $49.1 million of cash from our operating activities for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $703.2 million, cash and cash equivalents of $3.6 million, $12.9 million in short-term investments and $11.0 million in restricted short-term investments.

Previous wording

In the three months ended March 31, 2025, we have 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 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.

Current wording

In the six months ended June 30, 2025, we have 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 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.

Previous wording

As of March 31, 2025, the Company reported $13.0 million of Debentures at fair value, which is classified as current on the unaudited condensed consolidated balance sheet. For the three months ended March 31, 2025, the Company paid $0.4 million in interest and $1.5 million in principal redemption amounts on the Debentures. As of March 31, 2025, the Company may be required to redeem up to $8.9 million of principal and expects to pay an additional $0.9 million in interest on the Debentures for the remainder of 2025.

Current wording

As of June 30, 2025, the Company reported $11.8 million of Debentures at fair value, which is classified as current on the unaudited condensed consolidated balance sheet. For the six months ended June 30, 2025, the Company paid $0.8 million in interest and $3.0 million in principal redemption amounts on the Debentures. As of June 30, 2025, the Company may be required to redeem up to $7.4 million of principal and expects to pay an additional $0.6 million in interest on the Debentures for the remainder of 2025.

Previous wording

On January 3, 2025, the Company entered into a securities purchase agreement (the “January 2025 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “January 2025 Offering”) (i) an aggregate ofapproximately 382,000 shares of the Company’s common stock(as adjusted for the reverse stock split), (ii) pre-funded warrants to purchase up to an aggregate ofapproximately 280,000 shares of common stock(as adjusted for the reverse stock split) (the “January Pre-Funded Warrants”) and (iii) warrants to purchase up to an aggregate ofapproximately 661,000 shares of common stock(as adjusted for the reverse stock split)(the “January Purchase Warrants”). Each share of common stock and each January Pre-Funded Warrant sold pursuant to the January 2025 Purchase Agreement were accompanied by a January Purchase Warrant. Both the shares of common stock and the accompanying January Purchase Warrants, and the January Pre-Funded Warrants and the accompanying January Purchase Warrants were immediately separable and were issued separately. The combined purchase price of each share of common stock and accompanying January Purchase Warrant was$15.120 per share(as adjusted for the reverse stock split). The combined purchase price of each January Pre-Funded Warrant and accompanying January Purchase Warrant was$15.119 (equal to the combined purchase price per share of common stock and accompanying January Purchase Warrant, minus $0.001)(as adjusted for the reverse stock split). The gross proceeds to the Company from the January 2025 Offering were approximately$10.0 million (excluding up to approximately$10.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the January Purchase Warrants which is contingent upon stockholder approval), before deducting placement agent fees and other offering expenses payable by the Company. Each January Purchase Warrant is exercisable for one share of common stock at an exercise price of$15.120 per share beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the January Purchase Warrants (the “Stockholder Approval”). The January Purchase Warrants will expire on the five-year anniversary of the Stockholder Approval. The January Pre-Funded Warrants were immediately exercisable and were exercised in full in January 2025.

Current wording

On January 3, 2025, the Company entered into a securities purchase agreement (the “January 2025 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (i) an aggregate ofapproximately 382,000 shares of the Company’s common stock(as adjusted for the reverse stock split), (ii) pre-funded warrants to purchase up to an aggregate ofapproximately 280,000 shares of common stock(as adjusted for the reverse stock split) (the “January Pre-Funded Warrants”) and (iii) warrants to purchase up to an aggregate ofapproximately 661,000 shares of common stock(as adjusted for the reverse stock split)(the “January Purchase Warrants”). Each share of common stock and each January Pre-Funded Warrant sold pursuant to the January 2025 Purchase Agreement were accompanied by a January Purchase Warrant. Both the shares of common stock and the accompanying January Purchase Warrants, and the January Pre-Funded Warrants and the accompanying January Purchase Warrants were immediately separable and were issued separately. The combined purchase price of each share of common stock and accompanying January Purchase Warrant was$15.120 per share(as adjusted for the reverse stock split). The combined purchase price of each January Pre-Funded Warrant and accompanying January Purchase Warrant was$15.119 (equal to the combined purchase price per share of common stock and accompanying January Purchase Warrant, minus $0.001)(as adjusted for the reverse stock split). The gross proceeds to the Company from the January 2025 registered direct offering were approximately$10.0 million (excluding up to approximately$10.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the January Purchase Warrants which was contingent upon stockholder approval), before deducting placement agent fees and other offering expenses payable by the Company. Each January Purchase Warrant is exercisable for one share of common stock at an exercise price of$15.120 per share beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the January Purchase Warrants (the “Stockholder Approval”). The January Purchase Warrants will expire on the five-year anniversary of the Stockholder Approval. The January Pre-Funded Warrants were immediately exercisable and were exercised in full in January 2025.

Previous wording

As of March 31, 2025, we had $3.6 million in cash and cash equivalents, $14.6 million in short-term investments and $11.0 million in restricted short-term investments. The amount we are required to hold as restricted cash or restricted investments is equal to the lesser of (a) $11.0 million and (b) the then outstanding principal balance of 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.

Current wording

As of June 30, 2025, we had $3.6 million in cash and cash equivalents, $12.9 million in short-term investments and $11.0 million in restricted short-term investments. The amount we are required to hold as restricted cash or restricted investments is equal to the lesser of (a) $11.0 million and (b) the then outstanding principal balance of 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.

Previous wording

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. The board of directors has established 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.

Current wording

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.

Previous wording

Net cash used in operating activities was $2.8 million during the three months ended March 31, 2025 as compared to $28.1 million during the same period in 2024. The decrease in cash used in operating activities of $25.4 million was primarily attributed to a decrease in our net loss and a decrease in our working capital usage as a result of our cost saving initiatives that were initiated in 2024.

Current wording

Net cash used in operating activities was $6.3 million during the six months ended June 30, 2025, as compared to $49.1 million during the same period in 2024. The decrease in cash used in operating activities of $42.9 million was primarily attributed to a decrease in our net loss and a decrease in our working capital usage as a result of our cost saving initiatives that were initiated in 2024.

Previous wording

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 three months ended March 31, 2025, net cash used in investing activities was $14.1 million, as compared to $47.6 million provided by investing activities during the same period in 2024. The decrease in cash provided by investing activities of $61.7 million was primarily attributed to the maturity of $50.7 million in available for sale securities which was offset by a higher purchase of available for sale securities of $64.8 million during the three months ended March 31, 2025, as compared to the maturity of $158.2 million in available for sale securities offset by a purchase of $110.6 million of available for sale securities during the same period in 2024.

Current wording

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, 2025, net cash used in investing activities was $12.1 million, as compared to $76.2 million provided by investing activities during the same period in 2024. The decrease in cash provided by investing activities of $88.3 million was primarily attributed 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 six months ended June 30, 2025, as compared to the maturity of $227.9 million in available for sale securities, which was partially offset by a purchase of $151.6 million of available for sale securities during the same period in 2024.

Previous wording

Net cash provided by financing activities was $10.9 million during the three months ended March 31, 2025 as compared to net cash used in financing activities of $21.6 million during the same period in 2024, an increase of $32.5 million. During the three months ended March 31, 2025, the Company made principal payments of $1.5 million towards the convertible debentures payable, as compared to principal payments of $36.7 million towards the convertible High Trail Notes payable during the same period in 2024, and $13.3 million in gross proceeds from executing sales under our at-the-market facilities with Cowen and Company, LLC (“Cowen”) and H.C. Wainwright & Co., LLC (“Wainwright”) during the three months ended March 31, 2025, as compared to $15.4 million during the same period in 2024.

Current wording

Net cash provided by financing activities was $12.4 million during the six months ended June 30, 2025 as compared to net cash used in financing activities of $23.6 million during the same period in 2024, an increase of $36.0 million. During the six months ended June 30, 2025, the Company made principal payments of $3.0 million towards the convertible debentures payable, as compared to principal payments of $62.4 million towards the convertible High Trail Notes payable and the convertible debentures payable, $5.4 million incurred for the debt issuance costs recorded from the issuance of the convertible debentures, which was partially offset by approximately $18.0 million in gross proceeds received from the issuance of the convertible debentures during the same period in 2024, and $16.4 million in gross proceeds from executing sales under our at-the-market facilities with Cowen and Company, LLC (“Cowen”) and H.C. Wainwright & Co., LLC (“Wainwright”) during the six months ended June 30, 2025, as compared to $27.6 million during the same period in 2024.

Previous wording

As of March 31, 2025, we had approximately $3.6 million in cash and cash equivalents, $14.6 million in short-term investments , $11.0 million in restricted short-term investments and working capital of $18.5 million. The amount we are required to hold as restricted cash or restricted investments is equal to the lesser of (a) $11.0 million and (b) the then outstanding principal balance of the Debentures (as defined in Note 5 (Debt) to our unaudited condensed consolidated financial statements).

Current wording

As of June 30, 2025, we had approximately $3.6 million in cash and cash equivalents, $12.9 million in short-term investments, $11.0 million in restricted short-term investments and working capital of $18.5 million. The amount we are required to hold as restricted cash or restricted investments is equal to the lesser of (a) $11.0 million and (b) the then outstanding principal balance of the Debentures (as defined in Note 5 (Debt) to our unaudited condensed consolidated financial statements).

Previous wording

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. In February and March 2025, the Company sold approximately 0.4 million shares of common stock under the ATM Agreement and received gross proceeds of approximately $1.4 million before deducting offering costs of $0.05 million.

Current wording

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. In February and March 2025, the Company sold approximately 0.4 million shares of common stock under the ATM Agreement and received gross proceeds of approximately $1.4 million before deducting offering costs of $0.05 million. In the three months ended June 30, 2025, the Company sold approximately 0.8 million shares of common stock under the ATM Agreement for gross proceeds of approximately $3.1 million before deducting offering costs of $0.09 million.

Previous wording

On March 31, 2025, upon filing our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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, in no event will we sell shares of our common stock under our Shelf Registration Statement with a value of more than one-third of our public float in any 12-month period, so long as our public float is less than $75.0 million. On April 2, 2025, we filed an amendment to the prospectus dated May 10, 2023 and the prospectus supplement, dated February 21, 2025, relating to the ATM Agreement with Wainwright (the “ATM Prospectus”), to update the amount of shares of our common stock we are eligible to sell under General Instruction I.B.6 of Form S-3, as described above, and pursuant to the ATM Agreement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares of our common stock pursuant to the ATM Prospectus, as amended, with a value of more than one-third of our public float in any 12-month period, so long as our public float is less than $75.0 million. 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.

Current wording

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. On April 2, 2025, we filed an amendment to the prospectus dated May 10, 2023 and the prospectus supplement, dated February 21, 2025, relating to the ATM Agreement with Wainwright (the “ATM Prospectus”), to update the amount of shares of our common stock we are eligible to sell under General Instruction I.B.6 of Form S-3, as described above, and pursuant to the ATM Agreement. 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.

Previous wording

During the three months ended March 31, 2025, there have been no changes to our critical accounting policies and estimates as described in our Annual Report.

Current wording

During the six months ended June 30, 2025, there have been no changes to our critical accounting policies and estimates as described in our Annual Report.