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Item 9A. Controls and Procedures

2021-03-23 compared with 2020-03-10 · 84 added, 663 removed, 128 unchanged (85% of the section changed)

9 unchanged sentences

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive and financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

As the acquisition of Lineagen occurred in the third quarter of 2020, we excluded the internal control over financial reporting of Lineagen from the scope of our assessment of the effectiveness of the Company’s internal controls.

This exclusion is in accordance with the general guidance issued by the Staff of the SEC that an assessment of a recently-acquired business may be omitted from our scope in the year of acquisition, if specified conditions are satisfied.

Goodwill and net intangibles assets acquired were not excluded from our assessment.

Lineagen's total net assets excluded from our assessment constituted approximately 1% of the Company’s total assets as of December 31, 2020, and Lineagen's revenues and net loss excluded from our assessment represented approximately 24% and 4%, respectively, of the Company’s total revenue and net loss for the year ended December 31, 2020.

Material Weaknesses in Internal Control over Financial Reporting

During the preparation of our consolidated financial statements for the year ended December 31, 2019, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).

Based on this assessment, our management determined that, as of December 31, 2019, there was a material weakness in our internal control environment over financial reporting because we did not have a sufficient number of resources to support the growth and complexity of our financial reporting requirements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

The foregoing material weakness contributed to a material weakness in our control activities based on the criteria set forth in the 2013 Framework.

Specifically, the design of certain controls did not adequately provide appropriate segregation of duties and allow timely completion of financial reporting and accounting activities.

For the year ended December 31, 2020, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).

Based on this assessment, our management determined that, as of December 31, 2020, there was a material weakness in our internal control environment over financial reporting because we did not have a sufficient number of resources to support the growth and complexity of our financial reporting requirements.

This material weakness contributed to a material weakness in our control activities based on the criteria set forth in the 2013 Framework.

Specifically, the design of certain controls did not adequately provide appropriate segregation of duties.

The failure to maintain appropriate segregation of duties had a pervasive impact and as such, this deficiency resulted in a risk that could have impacted all financial statement account balances and disclosures.

The material weaknesses did not result in any identified material misstatements to our financial statements, and there were no changes to previously released financial results.

Changes in Internal Control over Financial Reporting

Other than the continuation of the implementation of measures described below, there were no material changes in our internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation of Material Weaknesses

2 unchanged sentences

• Management has engaged external consultants to assist with our internal accounting functions and further enhance our internal controls which has increased the number of personnel involved in financial reporting.

• we are in the process of hiring a new Chief Financial Officer and other qualified individuals that will increase the number of personnel involved in financial reporting and the control environment.

• We recently hired a new Chief Financial Officer and are in the process of hiring additional qualified individuals that will increase the number of personnel involved in financial reporting and the control environment.

The additional resources and procedures described above are designed to enable us to broaden the scope and quality of our internal review of underlying information related to financial reporting and to formalize and enhance our internal control procedures.

While the implementation of improved controls and procedures is ongoing, we have determined that as of March 10, 2020 the material weaknesses described above have not been fully remediated.

While the implementation of improved controls and procedures is ongoing, we have determined that as of December 31, 2020 that the material weaknesses described above have not been fully remediated.

Changes in Internal Control over Financial Reporting

Other than the continuation of the implementation of measures described above, there were no material changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

1 unchanged sentence

Other Information.

On March 6, 2020, we entered into a Second Amendment to Loan Agreement, or the Second LSA Amendment, with Innovatus to amend the Innovatus LSA.

Among other things, the Second LSA Amendment amended a certain liquidity covenant, the procedure for cure with respect to our trailing 12 month revenue covenant and the projected revenues applicable to our trailing revenue covenant.

The Second LSA Amendment also waived our non-compliance with respect to a trailing 12 month revenue covenant tested as of December 31, 2019.

Pursuant to the Second LSA Amendment, we agreed to make a partial prepayment of principal in the amount of $2.1 million on the date of the Second LSA Amendment, which has been made, and an additional partial prepayment of principal in the amount of $2.9 million upon the earlier of April 30, 2020 or the closing of one or more equity financings during a specified period resulting in at least $15.0 million of gross proceeds to us in the aggregate.

We also agreed to pay a waiver fee of $200,000 and a prepayment fee of $100,000 in connection with the aggregate prepayment of $5.0 million.

The waiver fee and prepayment fee are payable in cash or shares of our common stock at our election.

If we pay such fees in the form of common stock, we have agreed to register the resale of such shares on a Registration Statement on Form S-3 within 45 days following the issuance of such shares.

Forgiveness of Paycheck Protection Program Loan

As previously reported, on April 17, 2020, we received loan proceeds of approximately $1.77 million, or the PPP Loan, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S.

Small Business Administration, or the SBA.

The PPP Loan was evidenced by a promissory note, dated as of April 17, 2020, issued by East West Bank.

We applied for forgiveness of the PPP Loan and on March 18, 2021, we received a notice from East West Bank confirming the SBA’s forgiveness of the PPP Loan together with all accrued interest in full, effective as of March 15, 2021.

Directors, Executive Officers and Corporate Governance.

The following table sets forth information regarding our directors and executive officers as of December 31, 2019.

Executive Officers:

Erik Holmlin, Ph.D.

President, Chief Executive Officer and Director

Warren Robinson

Chief Commercial Officer

Mark Oldakowski

Chief Operating Officer

Non-Employee Directors:

Barker, Ph.D.

Chairman, Director

Albert Luderer, Ph.D.

Christopher Twomey (2)

Junfeng Wang (1)(3)

Kristiina Vuori, M.D., Ph.D.

Member of the compensation committee.

Member of the audit committee.

Member of the nominating and corporate governance committee.

Executive Officers

Erik Holmlin, Ph.D.

Holmlin has served as our President and Chief Executive Officer and as a member of our board of directors since January 2011.

From June 2010 to February 2011, Dr.

Holmlin served as president and Chief Executive Officer of GenVault Corporation, a private biosample management solutions company.

Previously, Dr.

Holmlin held positions as an entrepreneur in residence at Domain Associates, a dedicated life sciences venture capital firm;

Chief Commercial Officer of Exiqon A/S, a publicly traded RNA research solutions company;

founder and executive at GeneOhm Sciences, which was acquired by Becton Dickinson and Company;

and a National Institutes of Health postdoctoral fellow at Harvard University.

Until June 2016, Dr.

Holmlin served as a director of Nanosphere, Inc., a publicly traded molecular diagnostic company, which was subsequently acquired by Luminex Corporation, a publicly traded biological testing company.

Holmlin received his bachelor’s degree in chemistry from Occidental College, his Ph.D.

in chemistry from the California Institute of Technology and MBAs from University of California, Berkeley and Columbia University.

Our board of directors believes that Dr.

Holmlin’s over 17 years of experience in the life sciences and healthcare industries, which includes the areas of technology development, product commercialization and venture financing, qualifies him to serve on our board of directors.

Warren Robinson.

Robinson has served as our Chief Commercial Officer since November 2017 and previously served as a Vice President with us in various sales and marketing functions from October 2015 to November 2017, including most recently as our Vice President of Global Sales and Marketing.

From June 2013 to October 2015, Mr.

Robinson served as Division Vice President of Aegis Chemical Solutions, LLC, a private oil production services company.

Previously, Mr.

Robinson held various leadership roles in sales-focused positions with Life Technologies Corporation, a publicly traded research tools development company acquired by Thermo Fisher Scientific Inc.

in February 2014, and Invitrogen Corporation, a publicly traded research tools development company acquired by Life Technologies in January 2008.

Robinson received his bachelor’s degree in biochemistry from The University of Lethbridge, a research university located in Canada.

Mark Oldakowski.

Oldakowski has served as our Chief Operating Officer since November 2017 and previously served as our Vice President, Product Development and Operations since October 2014.

From December 2011 to August 2014, Mr.

Oldakowski served as the Senior Director of Engineering and Chief Product Officer at Brooks Life Science Systems, a provider of automation and cryogenic solutions for the life science industry, and from April 2009 to October 2011 as a Director of Engineering at Affymetrix, Inc., a private life science systems company that was acquired by Thermo Fisher Scientific in March 2016.

From December 2007 to April 2009, Mr.

Oldakowski served as a Senior Manager and Core Team Leader of R&D for Siemens Healthcare Diagnostics, and for the prior 13 years, he developed sequencing and real-time PCR systems at Applied Biosystems, now a part of Thermo Fisher Scientific.

Oldakowski received both his bachelor’s degree in electrical engineering and his master’s degree in computer and systems engineering from Rensselaer Polytechnic Institute.

Non-Employee Directors

Barker, Ph.D.

Barker has served on our board of directors since May 2010, and as Chairman of our board of directors since August 2016.

Barker also serves as a member of the board of directors of AmideBio, Singular Genomics Systems, Symbiotic

Systems, and Aspen Neuroscience.

He is also a scientific advisor to MiNDERA Corp.

and Luna DNA.

He served as Vice President and Chief Scientific Officer at Illumina, Inc., from 2000 to 2007, and on the Illumina scientific advisory board until May 2016.

He was previously on the Boards of NextBio, which was acquired by Illumina in 2013, ProteinSimple, which was acquired by Bio-Techne in 2014, Zephyrus Biosciences, Inc., acquired by Bio-Techne in 2016, IntegenX, acquired by Thermo Fisher Scientific in 2018, and Integrated Diagnostics, acquired by Biodesix in 2018.

Barker served from 1998 to 2000 as Vice President and Chief Science Advisor at Amersham Biosciences, now part of General Electric.

From 1988 to 1998, Dr.

Barker held senior positions, including Vice President of Research and Business Development, at Molecular Dynamics, Inc., until the acquisition of Molecular Dynamics by Amersham.

In his academic career, Dr.

Barker conducted interdisciplinary research in neurobiology as a postdoctoral fellow at Harvard Medical School, Assistant Professor at the University of Oregon and Associate Professor at Oregon State University.

Barker holds a BS with honors in Chemistry from the California Institute of Technology and a PhD in Biochemistry from Brandeis University.

Our board of directors believes Dr.

Barker’s extensive experience in managing and leading early stage and established companies within the clinical diagnostic and biotechnology industries qualifies him to serve on our board of directors.

Albert Luderer, Ph.D.

Luderer has served on our board of directors since October 2011.

Luderer currently serves as the Chief Executive Officer and a member of the board of directors of Indi Molecular, Inc., a synthetic antibody technology company, and as the Executive Chairman of the board of directors of Prostate Management Diagnostics Inc.

Luderer has over 30 years of experience in executive leadership roles in the areas of technology development, operations and business development.

Luderer received his bachelor’s degree in zoology from Drew University and his MS in immunochemistry and Ph.D.

in immunogenics from Rutgers University.

Our board of directors believes Dr.

Luderer’s experience in the biotechnology sector, with special focuses on technology, business development and commercialization, qualifies him to serve on our board of directors.

Christopher J.

Twomey has served on our board of directors since July 2018.

Since August 2013, Mr.

Twomey has served as a director and Chairman of the Audit Committee of Tandem Diabetes Care, Inc., a medical device company.

From March 1990 to June 2007, Mr.

Twomey served in various roles, including as Senior Vice President, Finance and Chief Financial Officer, at Biosite Incorporated, a medical diagnostics company.

From October 1981 to March 1990, Mr.

Twomey served as an audit manager for Ernst & Young, LLP.

From March 2006 to November 2018, Mr.

Twomey served as a director of Senomyx, Inc., a taste technologies company that was acquired by Firmenich in November 2018.

From July 2006 to March 2014, Mr.

Twomey also served as a director and Chairman of the Audit Committee of Cadence Pharmaceuticals, Inc., a specialty pharmaceutical company that was acquired by Mallinckrodt plc in 2014.

Twomey received his bachelors degree in Business Economics from the University of California at Santa Barbara.

Twomey contributes substantial leadership skills and expertise in accounting and financial reporting that are especially valuable in his role as Chairman of our Audit Committee.

Junfeng Wang.

Wang has served on our board of directors since February 2018.

Since October 2009, Mr.

Wang has served as a Managing Director of Legend Capital, and held previous positions with Legend Capital as Executive Director from October 2007, Senior Vice President from October 2006 and Vice President from October 2005.

Through his tenure at Legend Capital, Mr.

Wang has worked in the healthcare and chemical industries, developing research and investment expertise in growth capital investment.

Wang received his bachelor’s degree in polymer chemistry from Lanzhou University, a research university located in China, and his MBA from McMaster University, a research university located in Canada.

Our board of directors believes Mr.

Wang’s extensive experience as a venture capital investor in the healthcare and chemical industries qualifies him to serve on our board of directors.

Kristiina Vuori, M.D., Ph.D.

has served on our board of directors since May 2019.

Since January 2010, Dr.

Vuori has served as President of Sanford Burnham Prebys Medical Discovery Institute, or the Institute, a non-profit research organization with major research programs in cancer, neurodegeneration, diabetes, and infectious, inflammatory, and childhood diseases.

In addition, Dr.

Vuori has also held the Pauline and Stanley Foster Presidential Chair at the Institute since January 2010 and served as the Institute’s interim Chief Executive Officer from January 2013 to September 2014, and from September 2017 to present.

Since January 1995, Dr.

Vuori has served as a Professor at the Institute’s National Cancer Institute designated Cancer Center, an interdisciplinary basic and translational research effort mobilizing over 400 scientists.

In addition, from July 2014 to September 2017, Dr.

Vuori served on the board of directors of WebMD, and she serves or has served in the past five years on the boards of directors of the American Association for Cancer Research, the California Institute for Regenerative Medicine, and the California Breast Cancer Research Council.

Vuori earned her M.D.

from the University of Oulu, Finland.

Our board of directors believes that Dr.

Vuori’s experience in biomedical research and as an educator of research scientists, her experience managing a large non-profit research organization, and her various leadership roles qualify her to serve on our board of directors.

Family Relationships

There are no family relationships among our directors, executive officers or persons nominated to become executive officers or directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2019, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners of our capital stock were complied with.

Board Leadership Structure

Our board of directors is currently chaired by Dr.

Barker, who has authority, among other things, to call and preside over board of directors meetings, to set meeting agendas and to determine materials to be distributed to the board of directors.

Accordingly, the chairperson of our board of directors has substantial ability to shape the work of the board of directors.

We believe that separation of the positions of chairperson and chief executive officer reinforces the independence of our board of directors in its oversight of our business and affairs.

In addition, we have a separate chair for each committee of our board of directors.

The chair of each committee is expected to report annually to our board of directors on the activities of their committee in fulfilling their responsibilities as detailed in their respective charters or specify any shortcomings should that be the case.

Role of the Board in Risk Oversight

The audit committee of our board of directors is primarily responsible for overseeing our risk management processes on behalf of our board of directors.

Going forward, we expect that the audit committee will receive reports from management at least quarterly regarding our assessment of risks.

In addition, the audit committee reports regularly to our board of directors, which also considers our risk profile.

The audit committee and our board of directors focus on the most significant risks we face and our general risk management strategies.

While our board of directors oversees our risk management, management is responsible for day-to-day risk management processes.

Our board of directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the audit committee and our board of directors.

We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our board of directors’ leadership structure, which also emphasizes the independence of our board of directors in its oversight of its business and affairs, supports this approach.

Director Independence

Under the listing requirements and rules of Nasdaq, independent directors must comprise a majority of our board of directors as a listed company within one year of the listing date.

Our board of directors has undertaken a review of the independence of each director.

Based on information provided by each director concerning her or his background, employment and affiliations, our board of directors has determined that all of our directors, except Dr.

Holmlin, are independent directors, as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules.

Committees of Our Board of Directors

Our board of directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The composition and responsibilities of each of the committees of our board of directors are described below.

Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our audit committee consists of Mr.

Luderer and Dr.

Barker, each of whom our board of directors has determined satisfies the independence requirements under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act.

The chair of our audit committee is Mr.

Twomey, who our board of directors has determined is an “audit committee financial expert” within the meaning of SEC regulations.

Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, the board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The primary purpose of the audit committee is to discharge the responsibilities of our board of directors with respect to our corporate accounting and financial reporting processes, systems of internal control and financial-statement audits, and to oversee our independent registered accounting firm.

Specific responsibilities of our audit committee include:

helping our board of directors oversee our corporate accounting and financial reporting processes;

managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing related person transactions;

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

approving, or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee consists of Dr.

The chair of our compensation committee is Dr.

Our board of directors has determined that each member of the compensation committee is independent under the Nasdaq listing standards, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director” as that term is defined in Section 162(m) of the Code.

The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate.

Specific responsibilities of our compensation committee include:

reviewing and approving the compensation of our chief executive officer, other executive officers and senior management;

reviewing and recommending to our board of directors the compensation paid to our directors;

reviewing and approving the compensation arrangements with our executive officers and other senior management;

administering our equity incentive plans and other benefit programs;

reviewing, adopting, amending and terminating, incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management;

reviewing, evaluating and recommending to our board of directors succession plans for our executive officers;

reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Dr.

The chair of our nominating and corporate governance committee is Dr.

Our board of directors has determined that each member of the nominating and corporate governance committee is independent under the Nasdaq listing standards, a non-employee director, and free from any relationship that would interfere with the exercise of his or her independent judgment.

Specific responsibilities of our nominating and corporate governance committee include:

identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors;

considering and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of directors;

instituting plans or programs for the continuing education of our board of directors and orientation of new directors;

developing and making recommendations to our board of directors regarding corporate governance guidelines and matters;

overseeing periodic evaluations of the board of directors’ performance, including committees of the board of directors and management.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all our employees, officers and directors.

The information required by this item and not set forth below will be set forth in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2021 Annual Meeting of Stockholders, or the Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2020, and is incorporated in this Annual Report on Form 10-K by reference.

We have adopted a code of business conduct and ethics, or the Ethics Code, that applies to all our employees, officers and directors.

This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions.

The full text of our code of business conduct and ethics will be posted on our website at www.bionanogenomics.com.

If we make any substantive amendments to the code of business conduct and ethics or grant any waiver from a provision of the code of business conduct and ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

Information contained in, or that can be accessed through, our website is not incorporated by reference into this Annual Report, and you should not consider information on our website to be part of this Annual Report.

The full text of the Ethics Code is available on our website at www.bionanogenomics.com.

If we make any substantive amendments to the Ethics Code or grant any waiver from a provision of the Ethics Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.

Information contained in, or that can be accessed through, our website is not incorporated by reference herein, and you should not consider information on our website to be part of this Annual Report on Form 10-K.

Executive Compensation.

Our named executive officers for the year ended December 31, 2019, consisting of our principal executive officer, the next two most highly compensated executive officers and a former executive officer who would have been included among our highest compensated executive officers but for the fact that he was not serving as an officer as of December 31, 2019, were:

Erik Holmlin, Ph.D., our Chief Executive Officer;

Mike Ward, our former Chief Financial Officer (1) ;

Warren Robinson, our Chief Commercial Officer;

Mark Oldakowski, our Chief Operating Officer.

Ward terminated service with us effective December 6, 2019.

Summary Compensation Table

The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal year ended December 31, 2019.

Name and Principal Position

Incentive Plan

Compensation (2)

Compensation (3)

Erik Holmlin, Ph.D.

Chief Executive Officer

Former Chief Financial Officer

Warren Robinson

Chief Commercial Officer

Mark Oldakowski

Chief Operating Officer

In accordance with SEC rules, this column reflects the aggregate grant date fair value of stock options granted to our named executive officers during fiscal years ended December 31, 2018 and December 31, 2019 under our 2018 Plan, as determined in accordance with the provisions of FASB ASC Topic 718.

The valuation assumptions used in calculating their fair value of the stock options are included in Note 8 to our financial statements included elsewhere in this Annual Report.

These amounts do not reflect the actual economic value that may be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

Amounts reported represent bonuses earned for 2018 and paid in 2019 and earned in 2019 and paid in 2020 at the discretion of our board of directors.

Amounts for 2018 reflect $11,000 for 401(k) matching contributions and $360 for life insurance premiums and amounts for 2019 reflect $11,200 for 401(k) matching contributions and $360 for life insurance premiums.

Ward terminated services with us effective December 6, 2019.

Annual Base Salary

The compensation of our named executive officers is generally determined and approved by our board of directors, based on the recommendation of the compensation committee of our board of directors.

The 2019 base salaries that became effective as of January 1, 2019 were as follows:

Erik Holmlin, Ph.D.

Warren Robinson

Mark Oldakowski

Bonus Opportunity

In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined annual performance goals and to reward our executives for individual achievement towards these goals.

The annual performance-based bonus each named executive officer is eligible to receive is generally based on the extent to which we achieve the corporate goals that our compensation committee establishes each year and, for all except Dr.

Holmlin, the individual’s contributions to such achievements.

Holmlin’s payout is based entirely on Company performance, Mr.

Robinson’s payout is based upon our achievement of certain specified revenue objectives and Mr.

Ward’s and Mr.

Oldakowski’s payouts are based on Company performance (50% weighting) and individual performance (50% weighting).

At the end of the year, our board of directors reviews each executive’s performance and determines the actual bonus payout to be awarded to each of our named executive officers.

For 2019, the target bonus for Dr.

Holmlin was 40% of base salary, for Mr.

Ward was 30% of base salary, for Mr.

Robinson was a range of 35%-75% of base salary and for Mr.

Oldakowski was 30% of base salary.

Our corporate performance objectives for 2019, as established by our compensation committee, included achievement of our 2019 operating plan, completion of market development goals, accomplishment of product development milestones, and securing additional financing.

In February 2020, our board of directors approved a 82% overall achievement level of our corporate goals and awarded bonuses to our named executive officers, except for Mr.

Ward, who terminated service prior to year-end, based on Company achievements and, except for Dr.

Holmlin, on individual performance in 2019.

Equity-Based Incentive Awards

We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees, consultants and directors with the financial interests of our stockholders.

In addition, we believe that our ability to grant equity-based awards helps us to attract, retain and motivate employees, consultants and directors, and encourages them to devote their best efforts to our business and financial success.

Our board of directors is responsible for approving equity grants.

Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure.

Our executives generally are awarded an initial new hire grant upon commencement of employment.

Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

Prior to our August 2018 initial public offering, or the IPO, we granted all equity awards pursuant to the 2006 Plan.

Following our IPO, we have granted all equity awards pursuant to the 2018 Plan.

All options are granted with a per share exercise price equal to no less than the fair market value of a share of our common stock on the date of the grant of such award.

Generally our stock option awards vest over a four-year period subject to the holder’s continuous service to us.

In March 2019, our board of directors granted options to purchase 145,000 shares to Dr.

Holmlin, 60,000 shares to Mr.

Ward, 60,000 shares to Mr.

Robinson, 60,000 shares to Mr.

Each option has an exercise price of $4.25 per share and vests as follows:

shares subject to the option vest monthly over 48 months beginning on the one-month anniversary of the vesting commencement date, such that the option shall be fully vested and exercisable on the four-year anniversary of the vesting commencement date, provided in each case that the holder is then providing services to us in accordance with the terms of the 2018 Plan.

For additional information, please see below under “Outstanding Equity Awards at Fiscal Year-End.”

Agreements with Our Named Executive Officers

Below are descriptions of our employment agreements with our named executive officers.

For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with our named executive officers, please see “-Potential Payments upon Termination or Change in Control” below.

We entered into an employment agreement with Dr.

Holmlin in January 2011, as amended in March 2011 and in November 2017, which governs the current terms of his employment with us.

Pursuant to the agreement, as amended, Dr.

Holmlin was entitled to an initial annual base salary of $315,000 (subsequently increased to $403,636) and is eligible to receive an annual performance bonus with a target of 40% of his base salary, with a higher amount possible if goals exceeding target are achieved, as determined by our compensation committee and subject to approval by our board of directors.

In addition, Dr.

Holmlin was eligible to receive an option to purchase shares of the Company’s common stock representing 5.0% of the fully-diluted equity shares immediately subsequent to the closing of a Series B transaction, which were equal to 2,992 shares of our common stock and were granted in 2011.

In addition, Dr.

Holmlin’s agreement provided for additional options to be granted in connection with specified events in order to maintain Dr.

Holmlin’s ownership percentage, pursuant to which Dr.

Holmlin was granted additional options to purchase 1,115 shares in 2012 and 2,546 shares in 2015.

No obligations to make additional grants to maintain Dr.

Holmlin’s ownership percentage remain under his employment agreement.

Holmlin’s employment is at will.

We entered into an employment agreement with Mr.

Ward in July 2016, which governed the terms of his employment with us.

Pursuant to the agreement, Mr.

Ward was entitled to an initial annual base salary of $278,250 (subsequently increased to $308,493) and was eligible to receive an annual performance bonus with a target amount of up to 30% of his base salary, as determined by our board of directors.

Ward’s employment with us ceased on December 6, 2019.

We entered into an employment agreement with Mr.

Robinson in November 7, 2017, which governs the current terms of his employment with us.

Pursuant to the agreement, Mr.

Robinson was entitled to an initial annual base salary of $275,392 (subsequently increased to $305,325) and is eligible to receive an annual performance bonus with a target amount of up to 30% of his base salary (subsequently increased to 35%), as determined by our board of directors.

Robinson’s employment is at will.

We entered into an employment agreement with Mr.

Oldakowski in November 7, 2017, which governs the current terms of his employment with us.

Pursuant to the agreement, Mr.

Oldakowski was entitled to an initial annual base salary of $276,925 (subsequently increased to $305,325) and is eligible to receive an annual performance bonus with a target amount of up to 20% of his base salary (subsequently increased to 30%), as determined by our board of directors.

Oldakowski’s employment is at will.

Potential Payments upon Termination or Change in Control

Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation.

In addition, each of our named executive officers is eligible to receive certain benefits pursuant to his employment agreement with us, as described below.

For the definitions of “cause,” “good reason” and “disability” referenced below, please refer to the individual employment agreements with each of our named executive officers.

Holmlin’s termination for any reason other than death, disability, cause or resignation without good reason, and subject to Dr.

Holmlin’s execution of a release, Dr.

Holmlin shall be eligible to receive (i) a lump sum amount equal to nine months of base salary, (ii) accelerated vesting of any options or restricted shares that would have vested within 18 months after the date of termination and (iii) premiums for continued health coverage for nine months following the date of termination, or until Dr.

Holmlin is no longer eligible for continuation coverage, whichever is earlier.

In the event of termination due to disability, and subject to Dr.

Holmlin’s execution of a release, Dr.

Holmlin shall be eligible to receive accelerated vesting in full for any unvested portion of the options granted pursuant to his agreement.

In the event of a deemed liquidation event (as defined in Dr.

Holmlin’s employment agreement), the options granted to Dr.

Holmlin pursuant to his agreement shall vest in full.

Pursuant to the terms of Mr.

Ward’s employment agreement in place prior to his separation, and subject to his execution of a release, Mr.

Ward was eligible to receive (i) six months of continued base salary payments at the rate in effect at the time of termination and (ii) premiums for continued health coverage for six months following the date of termination or until Mr.

Ward is no longer eligible for continuation coverage or he becomes eligible for new healthcare eligibility available through new employment, whichever is earlier.

Ward’s services with us ceased on December 6, 2019, and he did not receive any severance payments in connection with such separation.

Upon termination without cause, and subject to Mr.

Robinson’s execution of a release, Mr.

Robinson will be eligible to receive (i) six months of continued base salary payments at the rate in effect at the time of termination and (ii) premiums for continued health coverage for six months following the date of termination or until Mr.

Robinson is no longer eligible for continuation coverage or he becomes eligible for new healthcare eligibility available through new employment, whichever is earlier.

Upon termination without cause, and subject to Mr.

Oldakowski’s execution of a release, Mr.

Oldakowski will be eligible to receive (i) six months of continued base salary payments at the rate in effect at the time of termination and (ii) premiums for continued health coverage for six months following the date of termination or until Mr.

Oldakowski is no longer eligible for continuation coverage or he becomes eligible for new healthcare eligibility available through new employment, whichever is earlier.

Each of our named executive officers holds stock options under the 2006 Plan and 2018 Plan that were granted subject to the general terms of the 2006 Plan or the 2018 Plan, as applicable, and the relevant form of stock option agreement.

The specific vesting terms of each named executive officer’s stock options are described below under “-Outstanding Equity Awards at Fiscal Year-End.”

Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2019.

Option Awards (1)

Unexercisable

Erik Holmlin, Ph.D (6)

10/1/2018 (4)

Mike Ward (6)

Warren Robinson

10/1/2018 (4)

Mark Oldakowski

10/1/2018 (4)

Option awards were granted under the 2006 Plan and 2018 Plan.

All of the option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, as determined in good faith by our board of directors.

Each option award vests as follows:

The shares subject to the option vest monthly over 48 months beginning on the one-month anniversary of the vesting commencement date, such that the option shall be fully vested and exercisable on the four-year anniversary of the vesting commencement date.

Each option award vests as follows:

25% of the shares subject to the option vest on the date of grant and the balance of the shares vest in a series of 36 successive equal monthly installments thereafter, provided in each case that the holder is then providing services to us in accordance with the terms of the 2018 Plan.

Each option award vests as follows:

25% of the shares subject to the option are fully vested and 6.25% of the shares subject to the option vest at the end of each three month anniversary of the vesting commencement date, subject to single trigger acceleration of vesting in connection with a change of control, provided in each case that the holder is then providing services to us in accordance with the terms of the 2006 Plan.

All outstanding options under the 2006 option plan, held by Dr.

Holmlin and Mr.

Ward were amended by our board of directors in August 2018 to suspend the vesting until such time as the price of our common stock is at least $12.00 per share for 90 consecutive trading days, at which point the suspension will automatically and immediately lapse and the awards will vest to the extent they otherwise would have vested pursuant to their terms and notwithstanding the suspension and will continue to vest thereafter under their original vesting schedules.

In addition, the suspension will lapse as to the awards held by Dr.

Holmlin or Mr.

Ward upon Dr.

Holmlin's or Mr.

Ward`s respective death, disability or upon a change in control of the Company, as such terms are defined in the 2018 Plan.

Perquisites, Health, Welfare and Retirement Benefits

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees.

We pay the premiums for the life, disability, accidental death and dismemberment insurance for all of our employees, including our named executive officers.

In addition, we provide a 401(k) plan to our employees, including our named executive officers, as discussed in the section below entitled “-401(k) Plan.” We generally do not provide perquisites or personal benefits to our named executive officers.

Nonqualified Deferred Compensation

Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2019.

Our board of directors may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests

Equity Benefit Plans

The principal features of our equity plans are summarized below.

These summaries are qualified in their entirety by reference to the actual text of the plans, which are filed as exhibits to the registration statement of which this Annual Report is a part and are incorporated herein by reference.

2018 Equity Incentive Plan

Our 2018 Plan became effective upon the IPO following approval by our board of directors and our stockholders.

As of December 31, 2019, there were 196,731 shares remaining available for the future grant of stock awards under the 2018 Plan.

As of December 31, 2019, there were outstanding stock options covering a total of 1,419,177 shares of our common stock that were granted under the 2018 Plan.

Our 2018 Plan provides for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code, to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other forms of stock awards to employees, directors and consultants, including employees and consultants of our affiliates.

Our 2018 Plan is a successor to and continuation of our 2006 Plan.

Our compensation committee has the authority, concurrent with our board of directors, to administer our 2018 Plan, and may also delegate to one or more of our officers certain authority under the terms of the 2018 Plan.

Stock options under the 2018 Plan are generally granted with an exercise price equal to the fair market value of our common stock on the date of grant.

Options granted under the 2018 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

Options may have a term up to a maximum of 10 years.

Unless the terms of an optionee’s stock option agreement provides otherwise, if an optionee’s service relationship with us, or any of our affiliates, ceases for any reason other than disability, death or cause, the optionee may generally exercise any vested options for a period of three months following the cessation of service.

If an optionee’s service relationship with us, or any of our affiliates, ceases due to disability or death, or an optionee dies within a certain period following cessation of service, the optionee or a beneficiary may generally exercise any vested options for a period of 12 months in the event of disability and 18 months in the event of death.

In the event of a termination for cause, options generally terminate immediately upon the termination of the individual.

In no event may an option be exercised beyond the expiration of its term.

Our 2018 Plan provides that in the event of certain specified significant corporate transactions (or a change in control, as defined below), unless otherwise provided in an award agreement or other written agreement between us and the award holder, the administrator may take one or more of the following actions with respect to such stock awards:

arrange for the assumption, continuation, or substitution of a stock award by a successor corporation;

arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;

accelerate the vesting, in whole or in part, of the stock award and provide for its termination if not exercised (if applicable) at or before the effective time of the transaction;

arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us;

cancel or arrange for the cancellation of the stock award, to the extent not vested or not exercised before the effective time of the transaction, in exchange for a cash payment, if any, as determined by the board;

make a payment, in the form determined by our board of directors, equal to the excess, if any, of (A) the value of the property the participant would have received on exercise of the award immediately before the effective time of the transaction, over (B) any exercise price payable by the participant in connection with the exercise.

The plan administrator is not obligated to treat all stock awards or portions of stock awards, even those that are of the same type, in the same manner and is not obligated to treat all participants in the same manner.

Under the 2018 Plan, a corporate transaction is generally the consummation of:

(1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding securities, (3) a merger or consolidation where we do not survive the transaction, or (4) a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction.

In the event of a change in control, the board of directors may take any of the above-mentioned actions.

Awards granted under the 2018 Plan will not receive automatic acceleration of vesting and exercisability in the event of a change in control, although this treatment may be provided for in an award agreement or other written agreement between the Company and the participant.

Under the 2018 Plan, a change in control is generally (1) the acquisition by any person or company of more than 50% of the combined voting power of our then outstanding stock, (2) a merger, consolidation or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity), (3) a sale, lease, exclusive license or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our stockholders, (4) a complete dissolution or liquidation of the Company, or (5) when a majority of our board of directors becomes comprised of individuals who were not serving on our board of directors on the date of the underwriting agreement related to the IPO, or the incumbent board, or whose nomination, appointment, or election was not approved by a majority of the incumbent board still in office.

Amended and Restated 2006 Equity Compensation Plan

Our board of directors adopted and our stockholders originally approved our 2006 Plan in September 2006, and it was subsequently amended and restated in September 2008 and most recently amended in March 2016.

No further grants may be made under our 2006 Plan following the IPO, however outstanding awards granted under our 2006 Plan remain subject to the terms of our 2006 Plan and applicable award agreements.

As of December 31, 2019, there were options to purchase 323,735 shares of common stock outstanding under the 2006 Plan.

Our 2006 Plan allowed for the grant of ISOs to employees, including employees of any subsidiary, and for the grant of NSOs, stock appreciation rights, restricted stock awards and restricted stock units and other equity awards to employees, directors and consultants, including employees and consultants of our subsidiaries.

Our compensation committee has the authority, concurrent with our board of directors, to administer our 2006 Plan.

In the event of a termination for cause, options generally terminate immediately upon the termination of the individual.

In no event may an option be exercised beyond the expiration of its term.

Our 2006 Plan provides that in the event of a change of control, all awards granted under the 2006 Plan shall become fully vested and exercisable (as applicable), unless the board of directors determines otherwise.

In the event of a change of control, the administrator may take any of the following actions with respect to any or all outstanding awards:

(i) determine that all outstanding options and stock appreciation rights that are not exercised shall be assumed by, or replaced with comparable options by the surviving corporation (or a parent or subsidiary of the surviving corporation), and other outstanding grants that remain in effect after the change of control shall be converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation), (ii) require that grantees surrender their outstanding options and stock appreciation rights in exchange for one or more payments, in cash or Company stock as

determined by the board of directors, in an amount, if any, equal to the amount by which the then fair market value of the shares of Company stock subject to the grantee’s unexercised options and stock appreciation rights exceeds the exercise price or base amount of the options and stock appreciation rights, on such terms as the board of directors determines, or (iii) after giving grantees an opportunity to exercise their outstanding options and stock appreciation rights, terminate any or all unexercised options and stock appreciation rights at such time as the board of directors deems appropriate.

Such assumption, surrender or termination shall take place as of the date of the change of control or such other date as the board of directors may specify.

Under the 2006 Plan, a change of control is generally (1) the acquisition by any person or company of more than 50% of the combined voting power of our then outstanding stock, (2) the consummation of a merger or consolidation with another corporation where our stockholders, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors, (3) the consummation of a sale or other disposition of all or substantially all of our assets, or (4) the consummation of a liquidation or dissolution.

2018 Employee Stock Purchase Plan

Additional long-term equity incentives are provided through the 2018 Employee Stock Purchase Plan, or the ESPP, which became effective in connection with the IPO.

The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code.

Our compensation committee has the authority, concurrent with our board of directors, to administer the ESPP.

Under the ESPP, generally all of our regular employees (including our Named Executive Officers during their employment with us) may participate and may contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of our common stock

The ESPP is implemented through a series of offerings of purchase rights to eligible employees.

Under the ESPP, we may specify offerings with a duration of not more than 27 months, and may specify shorter purchase periods within each offering.

Each offering will have one or more purchase dates on which our common stock will be purchased for employees participating in the offering.

Unless otherwise determined by our compensation committee, shares are purchased for accounts of employees participating in the ESPP at a price per share equal to the lower of (a) 85% of the fair market value of our common stock on the first date of an offering or (b) 85% of the fair market value of our common stock on the date of purchase.

We maintain a defined contribution employee retirement plan, or 401(k) plan, for our employees.

Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees.

The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code.

The plan permits us to make discretionary contributions, including matching contributions and discretionary profit sharing contributions.

The 401(k) plan currently does not offer the ability to invest in our securities.

Director Compensation

Our board of directors adopted a non-employee director compensation policy in July 2018 that became effective upon our IPO and is applicable to each member of our board of directors who is not also serving as an employee or consultant to the Company.

This compensation policy provides that each such non-employee director will receive the following compensation for service on our board of directors:

an annual cash retainer of $30,000;

an additional annual cash retainer of $20,000 for service as chairman of the board of directors;

an additional annual cash retainer of $15,000, $10,000 and $10,000 for service as chair of the audit committee, compensation committee and the nominating and corporate governance committee, respectively;

an additional annual cash retainer of $7,500, $5,000 and $5,000 for service as a member of the audit committee, compensation committee and the nominating and corporate governance committee, respectively (not applicable to committee chairs);

an initial option grant to purchase common stock with an aggregate Black-Scholes option value of $50,000 on the date of each such non-employee director’s appointment to our board of directors;

an annual option grant to purchase common stock with an aggregate Black-Scholes option value of $35,000 on the date of each of our annual stockholder meetings.

Each of the option grants described above will be granted under our 2018 Plan, the terms of which are described in more detail above under “Equity Benefit Plans.” Each such option grant will vest and become exercisable subject to the director’s continuous service to us, provided that each option will vest in full upon a change in control (as defined in the 2018 Plan).

The term of each option will be

10 years, subject to earlier termination as provided in the 2018 Plan, provided that upon a termination of service other than for death, disability or cause, the post-termination exercise period will be 12 months from the date of termination.

An eligible director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be.

We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

Holmlin, our President and Chief Executive Officer, is also a director but did not receive any additional compensation for his service as a director.

The following table sets forth in summary form information concerning the compensation that was earned by each of our non-employee directors during the year ended December 31, 2019:

FEES EARNED OR PAID IN

OPTION AWARDS ($) (1)

Barker, Ph.D.

Darren Cai, Ph.D.

Albert Luderer, Ph.D.

Christopher Twomey

Kristiina Vuori, M.D., Ph.D.

Quan Zhou (4)

The amounts reported reflect the aggregate grant date fair value of each equity award granted to our non-employee directors during the fiscal year ended December 31, 2019, as determined in accordance with the provisions of FASB ASC Topic 718.

The valuation assumptions used in calculating these amounts are included in Note 8 to our financial statements included elsewhere in this Annual Report.

As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

As of December 31, 2019, the aggregate number of shares outstanding under all options to purchase our common stock held by our non-employee directors were:

Barker, 45,813;

Luderer 41,608;

Twomey 32,427;

Wang, 32,427;

Vuori 30,274, and Mr.

Zhou, 15,044.

Cai resigned from our board of directors in August 2019.

Vuori was appointed to our board of directors in May 2019.

Zhou resigned from our board of directors in December 2019.

In accordance with our compensation policy for non-employee directors, in June 2019, Dr.

Vuori was granted an initial option to purchase 30,274 shares of our common stock at an exercise price per share equal to $2.78, the closing price of our common stock on the date of grant, which will vest as described above.

In addition, in accordance with our compensation policy for non-employee directors, in June 2019, each of Dr.

Zhou were granted an option to purchase 21,911 shares of our common stock at an exercise price per share equal to $2.78, the closing price of our common stock on the date of grant, which will vest as described above.

The information required by this item will be set forth in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our capital stock as of December 31, 2019 by:

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

each of our directors;

each of our named executive officers;

all of our current executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are exercisable as of February 29, 2019, which is 60 days after December 31, 2019.

These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The following table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G, if any, filed with the SEC.

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Bionano Genomics, Inc., 9540 Towne Centre Drive, Suite 100, San Diego, California 92121.

Name of Beneficial Owner

Shares Owned Directly

Options Exercisable within 60 Days of 12/31/2019

Greater than 5% Stockholders

LC Fund VI, L.P.

and Affiliates (3)

Wealth Strategy Holding Limited (4)

Hudson Bay Capital Management LP (5)

Entities affiliated with Innovatus Life Sciences GP, LP(6)

Directors and Named Executive Officers

Barker, Ph.D.

Erik Holmlin, Ph.D.

Albert Luderer, Ph.D

Mark Oldakowski

Warren Robinson

Christopher Twomey

Junfeng Wang (3)

Kristiina Vuori, M.D., Ph.D.

All directors and executive officers as a group (9 persons)

Shares outstanding as of 12/31/2019

Represents beneficial ownership of less than 1%.

Beneficial ownership is determined in accordance with SEC rules.

In computing the beneficial ownership we have included shares for which the named person has sole or shared power over voting or investment decisions.

The number of shares of common stock beneficially owned includes common stock which the named person has the right to acquire, through option exercise or otherwise, within 60 days after December 31, 2019.

For each named person, the percentage ownership includes common stock that the person has the right to acquire within 60 days after December 31, 2019, as described in Footnote 1.

However, such shares are not deemed outstanding with respect to the calculation of ownership percentage for any other person.

In some cases, beneficial ownership calculations for five percent or greater stockholders are based solely on publicly-filed Schedules 13D or 13G, which five percent or greater stockholders are required to file with the SEC, and which generally set forth ownership interests as of December 31, 2019 unless otherwise provided.

Based solely on a Schedule 13G filed with the SEC by the reporting persons on June 7, 2019, the indicated ownership consists of (i) 426,900 shares of common stock held by LC Fund VI, L.P., (ii) 20,656 shares of common stock held by LC Parallel Fund VI, L.P., (iii) 1,325,359 shares of common stock held by LC Healthcare Fund I, L.P., and (iv) 1,134,000 shares of common stock held by Rosy Shine Limited and (v) 19,280 shares of common stock subject to options exercisable as of February 29, 2020 held by Junfeng Wang.

Each of LC Fund VI, L.P., LC Parallel Fund VI, L.P., and LC Healthcare Fund I, L.P., collectively referred to as the LC Funds, are ultimately controlled and managed by Legend Capital, a limited liability Chinese company.

Legend Capital is ultimately controlled by a management team consisting of three key individuals, Linan Zhu, Hao Chen, and Nengguang Wang.

In addition, Junfeng Wang and Quan Zhou are Managing Directors of Legend Capital.

Each of these individual managers of Legend

Capital shares voting and investment power over the shares held by the LC Funds.

Rosy Shine Limited is ultimately controlled and managed by Legend Holdings, a limited liability Chinese joint stock company listed on a Stock Exchange of Hong Kong (3396).

The board of directors of Legend Holdings has sole voting and investment power over the shares held by Rosy Shine Limited.

None of the members of the board of directors has individual voting or investment power with respect to such shares and each disclaims beneficial ownership of such shares.

The address of the principal place of business for each of the above entities except Legend Holdings is Legend Capital, 16/F, Tower B, Raycom Infotech Park, No.2 Kexueyuan South Road, Zhongguancun, Haidian District, Beijing 100190, People’s Republic of China.

The Schedule 13G filed by the reporting persons provides information as of April 2, 2019 and, consequently, the beneficial ownership of the reporting persons may have changed between April 2, 2019 and December 31, 2019.

The address of the principal place of business for Legend Holdings is Room 1701, 17/F, Block 1, Court No.

2, Ke Xue Yuan Nanlu, Haidian District, Beijing, People’s Republic of China.

Based solely on a Schedule 13G filed with the SEC by the reporting person on December 14, 2018, the indicated ownership consists of 975,000 shares of common stock and 975,000 shares of common stock issuable upon the exercise of warrants held by Wealth Strategy Holding Limited.

According to the Schedule 13G, Mr.

Kung Hung Ka may be deemed to have sole voting and dispositive power with respect to the shares held by Wealth Strategy Holding Limited.

The Schedule 13G/A filed by the reporting person provides information as of August 21, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between August 21, 2018 and December 31, 2019.

The address for Wealth Strategy Holding Limited listed in the Schedule 13G is Level 12, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.

Based solely on a Schedule 13G filed with the SEC by the reporting person January 31, 2020, the indicated ownership consists of 2,020,000 shares of common stock issuable upon the exercise of warrants held by Hudson Bay Master Fund Ltd.

According to the Schedule 13G, Hudson Bay Capital Management LP acts as investment manager to Hudson Bay Master Fund Ltd., and Mr.

Sander Gerber, a United States citizen, serves as managing member of Hudson Bay Capital GP LLC, which is a general partner of Hudson Bay Capital Management LP.

Hudson Bay Capital Management LP and Mr.

Sander Gerber may be deemed to have shared voting and dispositive power with respect to the shares held by Hudson Bay Master Fund Ltd.

The address for Hudson Bay Capital Management LP and Mr.

Sander Gerber listed in the Schedule 13G is 777 Third Avenue, 30th Floor, New York, NY 10017.

The indicated ownership consists of (i) 839,781 shares of common stock and 332,948 shares of common stock issuable upon the exercise of warrants held by Innovatus Life Sciences Lending Fund I, LP, or Innovatus, and (ii) 514,640 shares of common stock and 204,039 shares of common stock issuable upon the exercise of warrants held by Innovatus Life Sciences Offshore Fund I-A, LP., or Innovatus Offshore.

Innovatus Life Sciences GP, LP, or Innovatus GP, is the general partner of Innovatus Life Sciences Lending Fund I, LP, or Innovatus.

Innovatus Capital Partners LLC, or Innovatus Manager, serves as investment manager to each of Innovatus and Innovatus Life Sciences Offshore Fund I-A, LP, or Innovatus Offshore.

Innovatus Life Sciences Offshore GP, LP, or Innovatus Offshore GP, is the general partner of Innovatus Offshore.

Each of Innovatus GP, Innovatus, Innovatus Manager, Innovatus Offshore GP and Innovatus Offshore are collectively referred to as the Innovatus Entities.

Innovatus Flagship Parent GP, LLC, or Innovatus Holdings, is the parent company of Innovatus GP and Innovatus Offshore Parent GP, LLC, or Innovatus Offshore Holdings.

David Schiff, a citizen of the United States, is the principal shareholder of each of Innovatus Holdings and Innovatus Offshore Holdings, collectively referred to as the Parent Entities, and could be deemed to exercise voting and investment power over the Parent Entities and the Innovatus Entities.

The address of the principal place of business for each of the Parent Entities and David Schiff is 777 Third Avenue, 25th Floor New York, NY 10017.

Equity Compensation Plan Information

The following table provides information as of December 31, 2019 with respect to equity compensation plans (including individual compensation arrangements) under which the Company’s common stock is authorized for issuance.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants, and rights

Weighted average exercise price of outstanding options, warrants, and rights

Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by stockholders

Amended and Restated 2006 Equity Compensation Plan

2018 Equity Incentive Plan

2018 Employee Stock Purchase Plan

Equity compensation plans not approved by stockholders

The information required by this item will be set forth in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

Certain Relationships and Related Transactions, and Director Independence.

Other than compensation arrangements for our directors and executive officers, which are described elsewhere in this Annual Report, below we describe transactions since January 1, 2017 to which we were a party or will be a party, in which:

the amounts involved exceeded or will exceed the lesser of (a) $120,000 or (b) 1% of our total assets at December 31, 2018 or 2019;

any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Series D-1 Convertible Preferred Stock Financing

In February, March, April, May, July, August and November 2017, we issued and sold, in a series of closings, an aggregate of 36,974,586 shares of our Series D-1 convertible preferred stock at a purchase price of $0.48 per share for an aggregate gross proceeds of approximately $17.7 million.

The following table summarizes the Series D-1 convertible preferred stock purchased by affiliates of our executive officers and of members of our board of directors and holders of more than 5% of our outstanding capital stock:

Name of Participant

Shares of Series D-1

Convertible Preferred

Full Succeed International Limited

LC Healthcare Fund I, L.P.

Praise Alliance International Limited

Entities affiliated with Domain Partners VIII, L.P.

Han Cao, Ph.D.

Includes (i) $1,767,801 in cash from Domain Partners VIII, L.P., and (ii) $13,117 in cash from DP VIII Associates, L.P.

Convertible Promissory Note Financing

In February 2018, we issued convertible promissory notes in the aggregate principal amount of approximately $13.4 million with an interest rate of 8% per annum.

In August 2018, $14.9 million of principal and interest outstanding under the convertible promissory notes converted into an aggregate of 3,239,294 shares of common stock upon completion of our IPO.

The participants in this note financing included the following members of our board of directors and holders of more than 5% of our outstanding capital stock:

Name of Participant

Total Principal

Entities affiliated with LC Fund VI, L.P.

Entities affiliated with Domain Partners VIII, L.P.

Includes (i) $3,460,000 in cash from LC Healthcare Fund I, L.P.;

and (ii) $5,000,000 cash from Rosy Shine Limited.

Includes (i) $1,488,952 in cash from Domain Partners VIII, L.P., and (ii) $11,048 in cash from DP VIII Associates, L.P.

One of our current directors, Junfeng Wang, and one of our former directors, Quan Zhou, is affiliated with LC Fund VI, L.P.

(and its affiliated entities that participated in the financings described above).

Investors’ Rights Agreement

In August 2016, we entered into a fifth amended and restated investors’ rights agreement, or the IRA, with certain holders of our preferred stock and common stock, including entities affiliated with LC Fund VI, L.P.

and Domain Partners VIII, L.P.

and including certain members of, and affiliates of, our directors and certain of our executive officers.

The agreement was amended in July and August 2018.

The IRA provides the holders of our preferred stock with certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.

After 12 months following the date of our initial public offering, the holders of 4,948,360 shares of our common stock issuable upon conversion of outstanding preferred stock will be entitled to rights with respect to the registration of their shares of common stock under the Securities Act under this agreement.

Indemnification Agreements

We have entered, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amended and restated bylaws.

These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request.

We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties.

They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders.

A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Policies and Procedures for Transactions with Related Persons

In 2018 , the Company adopted a written Related-Person Transactions Policy that sets forth the Company’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of the Company’s policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company and any “related person” are participants involving an amount that exceeds $120,000.

Transactions involving compensation for services provided to the Company as an employee, director, consultant or similar capacity by a related person are not covered by this policy.

A related person is any executive officer, director, or more than 5% stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by such persons.

Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) or the Board for consideration and approval or ratification.

The presentation must include a description of, among other things, all of the parties, the direct and indirect interests of the related parties, the purpose of the transaction, the material facts, the benefits of the transaction to us and whether any alternative transactions are available, an assessment of whether the terms are comparable to the terms available from unrelated third parties and management’s recommendation.

To identify related-person transactions in advance, the Company relies on information supplied by its executive officers, directors and certain significant stockholders.

In considering related-person transactions, the Audit Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

In the event a director has an interest in the proposed transaction, the director must recuse himself or herself form the deliberations and approval.

The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Audit Committee consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders, as the Audit Committee determines in the good faith exercise of its discretion.

Board Independence

The board has determined that, except for Mr.

Holmlin, all of its members are independent directors as defined in the Nasdaq Stock Market listing standards.

Holmlin is not considered independent because he is employed by us as our CEO.

In addition to the board-level standards for director independence, all members of the audit committee, compensation committee and nominating and corporate governance committee are independent directors.

The information required by this item will be set forth in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

Principal Accounting Fees and Services.

The following table summarizes the aggregate fees billed to the Company by its independent registered public accounting firm, Deloitte & Touche, LLP, for the fiscal years ended December 31, 2019 and 2018:

Audit fees (1)

Audit-related fees (2)

All other fees (4)

Audit fees consist of fees billed for professional services rendered for the audit of the consolidated annual financial statements of the Company, review of the interim condensed consolidated financial statements included in quarterly reports, review of the SEC-filings associated with the Company's IPO in 2018, and services that are normally provided by Deloitte & Touche, LLP in connection with statutory and regulatory filings or engagements.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the consolidated financial statements of the Company and are not reported under "Audit fees." For the fiscal years ended December 31, 2019 and 2018, these fees primarily related to miscellaneous professional services.

Tax fees consist of fees billed for professional services rendered for tax compliance, advice and planning.

For the fiscal years ended December 31, 2019 and 2018, these services included assistance regarding federal and state tax compliance and consultations regarding various income tax issues.

All other fees for the fiscal year ended December 31, 2018 related to software subscription services.

In considering the nature of the services provided by Deloitte & Touche, LLP, the audit committee determined that such services were compatible with the provision of independent audit services.

The audit committee discussed these services with Deloitte & Touche, LLP and Management to determine that they were permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the Public Company Accounting Oversight Board.

The audit committee requires that all services performed by Deloitte & Touche, LLP be pre-approved prior to the services being performed.

During the fiscal years ended December 31, 2019 and 2018, all services were pre-approved in accordance with these procedures.

The information required by this item will be set forth in the Proxy Statement and is incorporated in this Annual Report on Form 10-K by reference.

Exhibits, Financial Statement Schedules.

List the following documents filed as a part of the report:

(a) List the following documents filed as a part of the report:

(1) Financial statements

4 unchanged sentences

Exhibit Index

Number Description

Agreement and Plan of Merger, dated August 21, 2020, by and among the Company, Alta Merger Sub, Inc., Lineagen, Inc.

and Michael S.

3.1 Amended and Restated Certificate of Incorporation.

Amended and Restated Bylaws.

Form of Common Stock Certificate

Form of Warrant to Purchase Series B-1 Preferred Stock issued to Square 1 Bank.

Form of Warrant to Purchase Series D Preferred Stock issued to Western Alliance Bank.

Warrant to Purchase Series D-1 Preferred Stock issued to Western Alliance Bank.

Form of Common Stock Certificat e .

Form of Warrant to Purchase Series D-1 Preferred Stock issued to Midcap Financial Trust.

3 unchanged sentences

Form of Warrant to Purchase Common Stock for Service Providers.

Form of Warrant to Purchase Common Stock for Innovatus.

Registration Rights Agreement, dated March 14, 2019, between the Company and Aspire Capital Fund, LLC.

1 unchanged sentence

Form of Warrant to Purchase Common Stock issued to Investors in October 2019 Public Offering.

Form of Pre-Funded Warrant issued to Investors in October 2019 Public Offering.

Warrant Amendment Agreement, dated October 30, 2019, by and between the Company and Innovatus.

4.10 Description of the Company’s Securities.

14 unchanged sentences

Erik Holmlin, Ph.D., dated November 7, 2017, as amended.

Employment Agreement by and between the Registrant and Han Cao, Ph.D., dated November 7, 2017, as amended .

Employment Agreement by and between the Registrant and Mike Ward, dated July 1, 2016.

Employment Agreement by and between the Registrant and Warren Robinson, dated November 7, 2017.

Employment Agreement, effective as of September 1, 2020, by and between Christopher Stewart and the Company.

Employment Agreement, effective as of August 31, 2020, by and between Alka Chaubey and the Company.

Employment Agreement by and between the Registrant and Mark Oldakowski, dated November 7, 2017.

Loan and Security Agreement by and between the Registrant and Western Alliance Bank, dated March 8, 2016 .

Number Description

First Amendment to the Loan and Security Agreement by and between the Registrant and Western Alliance Bank, dated December 9, 2016.

5 unchanged sentences

Second Amendment to the Lease by and between the Registrant and The Irvine Company LLC, dated July 1, 2015.

10.22 Third Amendment to the Lease by and between the Registrant and The Irvine Company LLC, dated December 19, 2019.

10.23 Fourth Amendment to the Lease by and between the Registrant and The Irvine Company LLC, dated February 15, 2021.

Master Services Agreement by and between the Registrant and Skorpios Technologies, Inc.

15 unchanged sentences

dated February 2, 2016.

Note Purchase Agreement by and among the Registrant and the Investors listed on Exhibit A thereto, dated February 9, 2018.

First Amendment to Note Purchase Agreement by and among the Registrant and the Investors listed on the Schedule of Investors attached thereto, dated April 2, 2018.

Fifth Amendment to Loan and Security Agreement by and between the Registrant and Western Alliance Bank, dated June 13, 2018.

Amendment to Patent Sublicense Agreement by and between the Registrant and Industry 3200, dated June 28, 2018.

Second Amendment to Note Purchase Agreement by and between the Registrant and the Investors listed on the Schedule of Investors attached thereto, dated June 29, 2018.

Omnibus Amendment to Convertible Promissory Notes by and among the Registrant and the Holders identified in the signature pages thereto, dated June 29, 2018.

Omnibus Amendment to Convertible Promissory Notes by and among the Registrant and the Holders identified in the signature pages thereto, dated August 14, 2018.

Omnibus Amendment to Warrants to Purchase Series B-1 Preferred Stock by and among the Registrant and the Holders identified in the signature pages thereto, dated August 14, 2018.

Omnibus Amendment to Warrants to Purchase Series D Preferred Stock by and among the Registrant and the Holders identified in the signature pages thereto, dated August 14, 2018.

Amendment Agreement, by and between the Registrant and Western Alliance Bank, dated November 19, 2018.

Common Stock Purchase Agreement, dated March 14, 2019, between the Company and Aspire Capital Fund, LLC.

Common Stock Purchase Agreement, dated March 14, 2019, by and among the Company and the Innovatus Investors.

Loan and Security Agreement, dated March 14, 2019, by and among the Company, Innovatus Life Sciences Lending Fund I, LP and the Lenders listed on Schedule 1.1 thereto.

1 unchanged sentence

Second Amendment to Loan Agreement, dated March 6, 2020, by and among the Company, Innovatus Life Sciences Lending Fund I, LP and East West Bank.

Consent and Third Amendment to Loan and Security Agreement, dated August 21, 2020, by and among the Company, Lineagen, Inc., Innovatus Life Sciences Lending Fund I, LP and East West Bank.

Fourth Amendment to Loan and Security Agreement, dated December 30, 2020, by and among the Company, Lineagen, Inc., Innovatus Life Sciences Lending Fund I, LP and East West Bank.

Common Stock Purchase Agreement, dated March 14, 2019, by and among the Company and the Innovatus Investors.

At Market Issuance Sales Agreement, dated August 13, 2020, by and between the Company and Ladenburg Thalmann & Co.

Bionano Genomics, Inc.

2020 Inducement Plan.

Form of Stock Option Grant Notice and Stock Option Agreement under the Bionano Genomics, Inc.

2020 Inducement Plan.

Subsidiaries of the Registrant.

Number Description

23.1 Consent of BDO USA LLP, independent registered public accounting firm .

23.2 Consent of Deloitte & Touche LLP , independent registered public accounting firm.

24.1 Power of Attorney (included on signature page).

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on August 24, 2018.

Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2020.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2018.

Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No.

333-225970), as amended.

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2018.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 21, 2018.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 14, 2019.

2 unchanged sentences

Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No.

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2019.

Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2020.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 14, 2020.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 24, 2020.

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.

Indicates management contract or compensatory plan.

4 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized .

March 10, 2020

March 23, 2021 By:

Erik Holmlin, Ph.D.

3 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R.

Erik Holmlin, Ph.D , as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K of Bionano Genomics, Inc., and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Erik Holmlin, Ph.D.

, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K of Bionano Genomics, Inc., and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature Title Date

Erik Holmlin, Ph.D.

Chief Executive Officer and Director

(Principal Executive and Financial Officer)

(Principal Executive Officer)

March 23, 2021

Erik Holmlin, Ph.D.

/s/ Mark Adamchak

(Principal Accounting Officer)

/s/ Christopher Stewart Chief Financial Officer

(Principal Financial and Accounting Officer)

March 23, 2021

Mark Adamchak

Christopher Stewart

Barker, Ph.D.

March 10, 2020

Director March 23, 2021

Barker, Ph.D.

1 unchanged sentence

Luderer, Ph.D.

March 10, 2020

Director March 23, 2021

Luderer, Ph.D.

/s/ Junfeng Wang

March 10, 2020

/s/ Christopher Twomey

March 10, 2020

/s/ Yvonne Linney, Ph.D.

Director March 23, 2021

Yvonne Linney, Ph.D.

/s/ Hannah Mamuszka Director March 23, 2021

Hannah Mamuszka

/s/ Christopher Twomey Director March 23, 2021

Christopher Twomey

/s/ Kristiina Vuori, M.D., Ph.D.

March 10, 2020

Director March 23, 2021

Kristiina Vuori, M.D., Ph.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures