Bionano Genomics, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
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Sep 30, 2026 · Filed Nov 10, 2026
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- 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 September 30, 2026, the Company had approximately$4.4 million in cash and cash equivalents,$3.8 million in short-term investments,$0.5 million in restricted cash and investments, and working capital of$13.2 million. The$0.5 million of restricted cash is included in an Irrevocable Standby Letter of Credit (“Letter of Credit”) that expired on September 30, 2026 and was released on October 7, 2026.
As of September 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 nine months ended September 30, 2026, the Company used$14.9 million of cash in operations and had an accumulated deficit of$741.8 million as of September 30, 2026.
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 nine months ended September 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 nine months ended September 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 nine months ended September 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. No impairment losses were recorded during thethree and nine months ended September 30, 2026 and 2025.
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 September 30, 2026,$2.2 million of inventories were included in other long-term assets.
As of September 30, 2026, the Company’s excess and obsolete inventory reserve balance was$2.6 million.
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 a$0.2 million loss on disposal of property and equipment during the nine months ended September 30, 2026 and a$0.3 million loss on disposal of property and equipment during the nine months ended September 30, 2025.
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 Chief Executive Officer. The Company has determined it hasone operating and reportable segment. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The Company’s measure of segment performance on a consolidated basis is consolidated net loss, which the CODM uses to allocate resources, after considering the Company’s strategic priorities, its cash balance, and its expected use of cash. In making resource allocation decisions, the CODM also evaluates budgeted results compared to actual performance. The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total assets. Refer to the unaudited condensed consolidated statements of operations and comprehensive loss for the Company’s measure of profit (loss). See also Note 9 (Segment Reporting) in the accompanying notes to the unaudited condensed consolidated financial statements.
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 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 nine months ended September 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.
- 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):
| September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Common stock options | 625,000 | 191,000 |
| Common warrants | 11,915,800 | 12,105,500 |
| Convertible debentures | — | 634,000 |
| RSUs | 1,540 | 3,590 |
| Total | 12,542,340 | 12,934,090 |
- Revenue Recognition
Revenue by Source (in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Instruments | $2,092 | $1,619 | $5,091 | $3,707 |
| Consumables | 4,670 | 3,773 | 12,855 | 10,296 |
| Software | 1,065 | 1,542 | 3,668 | 5,245 |
| Total product revenue | 7,827 | 6,934 | 21,614 | 19,248 |
| Services and other | 449 | 433 | 1,520 | 1,309 |
| Total revenue | $8,276 | $7,367 | $23,134 | $20,557 |
Revenue by Geographic Location (in thousands)
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| $ | % | $ | % | $ | % | $ | % | |
| Americas | $3,835 | 46.3% | $2,845 | 38.6% | $9,352 | 40.4% | $8,829 | 42.9% |
| EMEA | 4,128 | 49.9% | 3,632 | 49.3% | 12,521 | 54.1% | 9,926 | 48.3% |
| Asia Pacific | 313 | 3.8% | 890 | 12.1% | 1,261 | 5.5% | 1,802 | 8.8% |
| Total | $8,276 | 100% | $7,367 | 100% | $23,134 | 100% | $20,557 | 100% |
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 September 30, 2026 and 2025, the United States represented approximately 36.6% and 33.4% of total revenue, respectively. For the nine months ended September 30, 2026 and 2025, the United States represented approximately 29.9% and 36.8% of total revenue, respectively. For the three and nine months ended September 30, 2026, France represented approximately 12.7% and 11.2% of total revenue, respectively. No other countries represented greater than 10% of total revenue during the three and nine months ended September 30, 2026 and 2025.
Remaining Performance Obligations
As of September 30, 2026, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was$1.2 million. These remaining performance obligations primarily relate to extended warranty and support and maintenance obligations, as well as obligations related to software under hosting arrangements. The Company expects to recognize approximately 47.1% during theremainder of 2026,47.7% in 2027, and 5.3 % in 2028 andthereafter. Warranty revenue is included in service and other revenue.
The Company recognized revenue of$0.2 million and$0.2 million during the three months ended September 30, 2026 and 2025, respectively, which was included in the contract liability balance at the end of the year preceding each period. The Company recognized revenue of$1.3 million and$1.2 million during the nine months ended September 30, 2026 and 2025, respectively, which was included in the contract liability balance at the end of the year preceding each period.
- Balance Sheet Account Details
Accounts Receivable and Allowance for Credit Losses (in thousands)
| September 30,2026 | December 31,2025 | December 31,2024 | |
|---|---|---|---|
| Accounts receivable, net: | |||
| Accounts receivable, trade | $5,876 | $5,218 | $4,909 |
| Less allowance for credit losses | (22) | (18) | (157) |
| Total accounts receivable, net | $5,854 | $5,200 | $4,752 |
Changes to the allowance for credit losses during thenine months ended September 30, 2026 and 2025 were as follows (in thousands):
| Allowance forCredit Losses | |
|---|---|
| Balance as of January 1, 2025 | $(157) |
| Provision for expected credit loss | — |
| Write-offs | 157 |
| Balance as of September 30, 2025 | — |
| Balance as of January 1, 2026 | (18) |
| Provision for expected credit loss | (4) |
| Write-offs | — |
| Balance as of September 30, 2026 | $(22) |
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):
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Inventory: | ||
| Raw materials | $4,528 | $5,539 |
| Work in process | 2,231 | 663 |
| Finished goods | 1,940 | 1,626 |
| Total inventory | $8,699 | $7,828 |
| Inventories current | $6,511 | $5,448 |
| Inventories non-current (included in other long-term assets) | $2,188 | $2,380 |
Property and Equipment, Net
Property and equipment, net consist of the following (in thousands):
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Computer and office equipment | $2,199 | $2,707 |
| Lab equipment | 12,955 | 14,846 |
| Service equipment placed at customer sites | 23,021 | 22,608 |
| Leasehold improvements | 2,506 | 2,886 |
| Total property and equipment, gross | 40,681 | 43,047 |
| Less accumulated depreciation and amortization | (28,451) | (28,200) |
| Total property and equipment, net | $12,230 | $14,847 |
For the three months ended September 30, 2026 and 2025, the Company recorded depreciation expense of$0.9 million and$1.0 million, respectively, which includes an allocation to cost of revenue of$0.7 million and$0.7 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded depreciation expense of$2.9 million and$3.2 million, respectively, which includes an allocation to cost of revenue of$2.0 million and$1.9 million, respectively.
Intangible Assets
Intangible assets that are subject to amortization consisted of the following at September 30, 2026 and December 31, 2025 (in thousands):
| September 30, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| GrossCarryingAmount | AccumulatedAmortization | Net CarryingAmount | GrossCarryingAmount | AccumulatedAmortization | Net CarryingAmount | |
| Trade name | $1,000 | $(992) | $8 | $1,000 | $(842) | $158 |
| Customer relationships | 3,000 | (2,975) | 25 | 3,000 | (2,525) | 475 |
| Developed technology | 22,800 | (22,610) | 190 | 22,800 | (19,190) | 3,610 |
| Intangibles, net | $26,800 | $(26,577) | $223 | $26,800 | $(22,557) | $4,243 |
Intangible assets not subject to amortization totaled$0.1 million at September 30, 2026 and December 31, 2025 and related to the Company’s domain name.
Accrued Expenses
Accrued expenses consist of the following (in thousands):
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Compensation expenses | $2,816 | $3,537 |
| Taxes payable | 162 | 272 |
| Insurance | 414 | 502 |
| Professional fees and royalties | 90 | 89 |
| Warranty liabilities | 902 | 561 |
| Other | 398 | 499 |
| Total | $4,782 | $5,460 |
Compensation expenses include accrued restructuring costs of$0.2 million and$0.3 million as of September 30, 2026 and December 31, 2025, respectively. Refer to Note 7 (Commitments and Contingencies).
- 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:
38,000 shares (the “Shares”) of the Company’s common stock, and
Senior Secured Convertible Debentures in the aggregate principal amount of$20.0 million (the “Debentures”), for an aggregate purchase price of$18.0 million.
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.
The Debentures had an aggregate face value of$20.0 million and were issued with an original issue discount of$2.0 million. The Debentures matured on May 24, 2026, and had an interest rate of 11.0% per annum payable monthly on the last business day of each calendar month. During the nine months ended September 30, 2026, the Company paid the Holders$0.5 million in interest, which was included in the change in fair value within other income (expense), net. The outstanding principal balance of$10.3 million was redeemed in full shortly after maturity on May 26, 2026.
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$16.20 per share of common stock, subject to adjustment for stock dividends, stock splits, and certain other corporate events.
As of September 30, 2026, the Debentures have been repaid in full and the principal outstanding balance was zero. The activity for the nine months ended September 30, 2026 was as follows (in thousands):
| Debentures | |
|---|---|
| Principal balance, January 1, 2026 | $10,266 |
| Less: | |
| Conversions | — |
| Redemption payments of principal | (10,266) |
| Debentures principal balance, September 30, 2026 | $— |
On January 3, 2025, the Holders converted$0.4 million of principal into approximately 22,000 shares of the Company’s common stock, at the conversion price of$16.20 per share.
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 September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Other interest expense | (65) | (69) | (207) | (226) |
| Changes in estimated fair value on convertible debentures | — | (257) | (745) | 4,227 |
| Other income (expense) | 93 | 107 | 17 | 1,537 |
| Total other income (expense) | $28 | $(219) | $(935) | $5,538 |
- 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 $350.0 million through or to Cowen, acting as sales agent or principal, which was amended on March 9, 2023 to decrease the maximum aggregate offering price to $200.0 million for sales made on and after the date of the amendment (the “Cowen ATM”). The Company agreed to pay Cowen a commission of up to 3.0%of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights. On February 4, 2025, the Company provided notice of its termination, effective February 14, 2025, of the Cowen ATM.
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$75.0 million, through or to Wainwright, acting as sales agent or principal. The Company agreed to pay Wainwright a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Wainwright with customary indemnification and contribution rights. During the nine months ended September 30, 2026, the Company sold approximately 2.8 million shares of common stock under the ATM Agreement at an average share price of$1.51 per share, and received gross proceeds of approximately$4.2 million before deducting offering costs of$0.1 million. During October and November, 2026, the Company sold approximately 0.5 million shares of common stock under the ATM Agreement at an average share price of$1.42 per share, and received gross proceeds of approximately$0.7 million before deducting offering costs of$0.03 million.
Stock Warrants
A summary of the Company’s warrant activity during thenine months ended September 30, 2026 was as follows:
| Shares ofStock under Warrants | Weighted-AverageExercisePrice | Weighted-AverageRemainingContractualTerm | Aggregate Intrinsic Value (in thousands) | |
|---|---|---|---|---|
| Outstanding at January 1, 2026 | 12,080,500 | $13.22 | 2.87 | $— |
| Granted | — | — | — | — |
| Exercised | — | — | — | — |
| Canceled | (164,700) | — | — | — |
| Outstanding at September 30, 2026 | 11,915,800 | $13.40 | 2.19 | $— |
Stock Options
A summary of the Company’s stock option activity during thenine months ended September 30, 2026 was as follows:
| Shares ofStock underStock Options | Weighted- Average Exercise Price | Weighted-AverageRemainingContractual Term | Aggregate Intrinsic Value (in thousands) | |
|---|---|---|---|---|
| Outstanding at January 1, 2026 | 190,000 | $237.26 | 8.71 | $— |
| Granted | 594,000 | 1.24 | — | — |
| Exercised | — | — | — | — |
| Canceled | (159,000) | 99.88 | — | — |
| Outstanding and expected to vest at September 30, 2026 | 625,000 | 46.30 | 9.03 | 157,200 |
| Vested and exercisable at September 30, 2026 | 151,000 | $183.76 | 7.76 | $9,000 |
For the three and nine months ended September 30, 2026, the weighted-average grant date fair value of stock options granted was$0.94 and$1.02 per share, respectively.
Stock-Based Compensation
The Company recognized stock-based compensation expense for the periods presented as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Cost of product revenue | $25 | $31 | $83 | $108 |
| Research and development | 69 | 142 | 218 | 552 |
| General and administrative | 205 | 768 | 1,638 | 2,948 |
| Total stock-based compensation expense | $299 | $941 | $1,939 | $3,608 |
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 September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Risk-free interest rate | 4.4% | 3.9% | 4.0% | 4.1% |
| Expected volatility | 105.7% | 136.2% | 107.7% | 135.1% |
| Expected term (in years) | 6.2 | 6.1 | 5.7 | 5.7 |
| Expected dividend yield | 0.0% | 0.0% | 0.0% | 0.0% |
Restricted Stock Units
The following table summarizes RSU activity during thenine months ended September 30, 2026:
| Stock Units | Weighted- AverageGrant Date FairValue per Share | |
|---|---|---|
| Outstanding at January 1, 2026 | 3,490 | $290.34 |
| Granted | — | — |
| Released | (1,500) | 356.06 |
| Forfeited | (450) | 164.19 |
| Outstanding at September 30, 2026 | 1,540 | $260.32 |
The total fair value of the RSUs that vested during the nine months ended September 30, 2026 was$0.5 million, determined as of the date of vesting. The weighted average remaining contractual term for the RSUs was 1.5 years as of September 30, 2026.
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 0.2 million shares of common stock at an exercise price of$1.27 per share, with an effective grant date and vesting commencement date of February 2, 2026.
These stock option grants were issued from the 2018 Plan. The shares subject to the stock options shall vest monthly over 48 months beginning on the one-month anniversary of their respective grant dates, such that the stock options shall be fully vested and exercisable on thefour-year anniversary of their respective grant dates.
On August 3, 2026, the compensation committee of the Company’s board of directors granted various executive officers stock options to purchase an aggregate of approximately 0.1 million shares of common stock at an exercise price of$1.12 per share, with an effective grant date and vesting commencement date of August 3, 2026.
These stock option grants were issued from the 2018 Plan. The shares subject to the stock options shall vest 50% of the total on each of the first and second anniversaries of the vesting commencement date, in each case subject to the executive officer’s continuous service through each applicable vesting date.
- 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 September 30, 2026, are as follows (in thousands):
| Operating Leases · Finance Lease | ||
|---|---|---|
| Remainder of 2026 | 221 | 87 |
| 2027 | 769 | 357 |
| 2028 | 804 | 365 |
| 2029 | 840 | 373 |
| 2030 | 1,052 | 382 |
| Thereafter | — | 4,474 |
| Total future lease payments | 3,686 | 6,038 |
| Less: imputed interest | (808) | (2,373) |
| Total lease liabilities | 2,878 | 3,665 |
| Less: lease liability, current portion | 621 | 240 |
| Lease liability, net of current portion | $2,257 | $3,425 |
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 nine months ended September 30, 2026 and 2025. The following is a summary of the accrued restructuring liability that was recorded in connection with the reductions in force for thenine months ended September 30, 2026 and the year ended December 31, 2025 included within accrued expenses on the unaudited condensed consolidated financial statements (in thousands):
| Accrued restructuring as of January 1, 2025 | $561 |
|---|---|
| Restructuring charges incurred during the period | — |
| Cash payments | (302) |
| Accrued restructuring as of December 31, 2025 | $259 |
| Accrued restructuring as of January 1, 2026 | $259 |
| Restructuring charges incurred during the period | — |
| Cash payments | (51) |
| Accrued restructuring as of September 30, 2026 | $208 |
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.
- 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 September 30, 2026 and December 31, 2025 (in thousands):
| Fair Value Measurement Category | ||||
|---|---|---|---|---|
| Total Fair Value and Carrying Value on Balance Sheet | Level 1 | Level 2 | Level 3 | |
| Assets: | ||||
| Commercial paper classified as short-term investments | $1,397 | $— | 1,397 | $— |
| Corporate notes/bonds classified as short-term investments | $2,416 | $— | 2,416 | $— |
| Money market funds classified as cash equivalents | $2,463 | $2,463 | $— | $— |
| 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 | $16,279 | $— | $16,279 | $— |
| Money market funds classified as cash equivalents | $1,887 | $1,887 | $— | $— |
| Money market funds classified as restricted cash and investments | $1,519 | $1,519 | $— | $— |
| U.S. treasuries classified as restricted cash and investments | $8,747 | $— | $8,747 | $— |
| Liabilities: | ||||
| Convertible debentures payable | $9,979 | $— | $— | $9,979 |
The Company’s restricted cash and investments balance of $10.3 million as of December 31, 2025 includes $1.5 million of money market funds that were recorded as restricted cash and $8.8 million of U.S. treasuries that were recorded as restricted investments.
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. The key input assumptions utilized are summarized in the table below:
| Convertible DebenturesPayable | |
|---|---|
| Expected volatility | 116.00% |
| Risk-free interest rate | 3.59% |
| Term to maturity (years) | 0.40 |
| Debt discount rate | 18.17% |
| Equity discount rate | 3.59% |
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 thenine months ended September 30, 2026 and 2025 are as follows (in thousands):
| Convertible Debentures Payable (Level 3 Measurement) | |
|---|---|
| Balance as of January 1, 2025 | $20,362 |
| Changes in estimated fair value, interest and redemption payments, recorded in other income (expense), net | (5,312) |
| Conversions to common stock | (350) |
| Cash payments on redemptions | (4,875) |
| Balance as of September 30, 2025 | $9,825 |
| Balance as of January 1, 2026 | $9,979 |
| Changes in estimated fair value, interest and redemption payments, recorded in other income (expense), net | 287 |
| Conversions to common stock | — |
| Cash payments on redemptions | (10,266) |
| Balance as of September 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 September 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, no allowances for credit losses were recorded during these periods.
As of September 30, 2026 and December 31, 2025, the Company held nine andtwo securities, which have been in an immaterial unrealized loss position for a period of less than 12 months. As of September 30, 2026 and December 31, 2025, the Company heldno securities which have been in an unrealized loss position for a period of greater than 12 months.
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 nine months ended September 30, 2026, the Company didnot sell any of its available for sale securities. The Company recognizes losses in other income relating to any sales of its securities. Amounts are reclassified out of accumulated other comprehensive income into earnings using the specific identification method when sales are realized.
Interest receivable was immaterial as of September 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 September 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) | AmortizedCost | UnrealizedGains | UnrealizedLosses | AggregateEstimatedFair Value | |
|---|---|---|---|---|---|
| Commercial paper classified as short-term investments | Less than 1 | 1,397 | — | — | 1,397 |
| Corporate notes/bonds classified as short-term investments | Less than 1 | 2,417 | — | (1) | 2,416 |
| Total maturity less than 1 year | $3,814 | $— | $(1) | $3,813 |
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) | AmortizedCost | UnrealizedGains | UnrealizedLosses | AggregateEstimatedFair Value | |
|---|---|---|---|---|---|
| U.S. treasuries classified as short-term investments | Less than 1 | 16,278 | 1 | — | 16,279 |
| U.S. treasuries classified as restricted cash and investments | Less than 1 | 8,746 | 1 | — | 8,747 |
| Total maturity less than 1 year | $25,024 | $2 | $— | $25,026 |
As of September 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 summarized in the following table:
| Less Than 12 Months | 12 Months or Greater | Total | ||||
|---|---|---|---|---|---|---|
| Fair Value | GrossUnrealizedLoss | Fair Value | GrossUnrealizedLoss | Fair Value | GrossUnrealizedLoss | |
| Commercial paper classified as short-term investments | 1,397 | — | — | — | 1,397 | — |
| Corporate notes/bonds classified as short-term investments | 2,416 | (1) | — | — | 2,416 | (1) |
| Total | $3,813 | $(1) | $— | $— | $3,813 | $(1) |
As of December 31, 2025, there wereno available-for-sale securities listed as investments in an unrealized loss position.
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.
- Segment Reporting
The following table presents financial information with respect to the Company’ssingle operating segment, including significant segment expenses, which are regularly provided to the CODM and included within consolidated operating loss (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Revenues | $8,276 | $7,367 | $23,134 | $20,557 |
| Cost of revenue | 4,327 | 3,997 | 11,619 | 10,771 |
| Operating expenses | ||||
| Salaries, wages, and benefits | 5,504 | 6,615 | 17,455 | 17,908 |
| Contracted services | 1,802 | 2,079 | 6,094 | 7,158 |
| Non-inventory materials | 147 | 396 | 627 | 749 |
| Consulting | 418 | 200 | 935 | 1,015 |
| Rent and facilities | 619 | 569 | 1,989 | 1,703 |
| Depreciation and amortization | 1,676 | 1,772 | 5,080 | 5,413 |
| Travel and entertainment | 157 | 136 | 528 | 382 |
| Administrative and other | 162 | 141 | 458 | 261 |
| Total operating expenses | 10,485 | 11,908 | 33,166 | 34,589 |
| Loss from operations | $(6,536) | $(8,538) | $(21,651) | $(24,803) |
Administrative and other primarily includes operating expenses for gain on lease termination/modification, disposals of property, plant, and equipment and taxes, interest, and fees.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.