What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-04 compared with 2021-08-04 · 170 added, 129 removed, 326 unchanged (48% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

2021 December 31,

1 unchanged sentence

Cash and cash equivalents $ 140,736,000 $ 38,449,000

Accounts receivable, net of allowance for doubtful accounts of $ 2,068,000 and $ 2,119,000 as of June 30, 2021 and December 31, 2020, respectively

Investments 185,333,000 —

Accounts receivable, net of allowance for doubtful accounts of, 2,015,000 and 2,119,000 as of September 30, 2021 and December 31, 2020, respectively

2,996,000 2,775,000

15 unchanged sentences

Long-term contract liabilities 158,000 98,000

Other non-current liabilities 232,000 —

Total liabilities 18,092,000 25,369,000

2 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized and no shares issued or outstanding as of June 30, 2021 and December 31, 2020

Common stock, $ 0.0001 par value, 400,000,000 shares authorized at June 30, 2021 and December 31, 2020;

279,054,000 and 189,953,000 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

10,000,000 shares authorized and no shares issued or outstanding as of September 30, 2021 and December 31, 2020

Common stock, $ 0.0001 par value, 400,000,000 shares authorized at September 30, 2021 and December 31, 2020;

281,441,000 and 189,953,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

28,000 19,000

Additional paid-in capital 534,823,000 178,747,000

518,255,000 178,747,000

Accumulated deficit ( 193,170,000 ) ( 143,684,000 )

( 172,417,000 ) ( 143,684,000 )

Accumulated other comprehensive loss ( 116,000 ) —

Total stockholders’ equity 341,565,000 35,082,000

345,866,000 35,082,000

Total liabilities and stockholders’ equity $ 359,657,000 $ 60,451,000

$ 356,809,000 $ 60,451,000

See accompanying notes to the condensed consolidated financial statements

See accompanying notes to the unaudited condensed consolidated financial statements

BIONANO GENOMICS, INC.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

12 unchanged sentences

Other income (expense):

Interest expense, net ( 210,000 ) ( 561,000 ) ( 748,000 ) ( 1,322,000 )

Interest income (expense) 27,000 ( 589,000 ) ( 721,000 ) ( 1,911,000 )

Gain on forgiveness of Paycheck Protection Program loan — — 1,775,000 —

8 unchanged sentences

280,173,000 132,942,000 274,392,000 86,632,000

See accompanying notes to the condensed consolidated financial statements.

See accompanying notes to the unaudited condensed consolidated financial statements.

BIONANO GENOMICS, INC.

Condensed Consolidated Statements of Comprehensive Loss

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

$ ( 20,753,000 ) $ ( 10,792,000 ) $ ( 49,486,000 ) $ ( 29,376,000 )

Unrealized (loss) on investment securities

( 116,000 ) — ( 116,000 ) —

Comprehensive Loss $ ( 20,869,000 ) $ ( 10,792,000 ) $ ( 49,602,000 ) $ ( 29,376,000 )

See accompanying notes to the unaudited condensed consolidated financial statements.

BIONANO GENOMICS, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)

1 unchanged sentence

Capital Accumulated

Deficit Total Stockholders’ Equity (Deficit)

Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity (Deficit)

Shares Amount

11 unchanged sentences

Balance at June 30, 2020 91,975,000 $ 9,000 $ 126,989,000 $ ( 121,161,000 ) $ — $ 5,837,000

Stock-based compensation expense — — 447,000 — — 447,000

Issue stock for warrant exercises 50,205,000 5,000 15,078,000 — — 15,083,000

Issue stock for acquisition 6,168,000 1,000 4,100,000 — — 4,101,000

Net loss — — — ( 10,792,000 ) — ( 10,792,000 )

Balance at September 30, 2020 148,348,000 $ 15,000 $ 146,614,000 $ ( 131,953,000 ) $ — $ 14,676,000

Balance at January 1, 2021 189,953,000 19,000 178,747,000 ( 143,684,000 ) $ — $ 35,082,000

11 unchanged sentences

Balance at June 30, 2021 279,054,000 $ 28,000 $ 518,255,000 $ ( 172,417,000 ) $ — $ 345,866,000

See accompanying notes to the condensed consolidated financial statements

Stock option exercises 209,000 — 242,000 — — 242,000

Stock-based compensation expense — — 2,788,000 — — 2,788,000

Issue common stock, net of issuance costs 2,178,000 — 13,537,000 — — 13,537,000

Issue stock for warrant exercises — — 1,000 — — 1,000

Net loss — — — ( 20,753,000 ) — ( 20,753,000 )

Comprehensive Loss — ( 116,000 ) ( 116,000 )

Balance at September 30, 2021 281,441,000 $ 28,000 $ 534,823,000 $ ( 193,170,000 ) $ ( 116,000 ) $ 341,565,000

See accompanying notes to the unaudited condensed consolidated financial statements

BIONANO GENOMICS, INC.

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

Operating activities:

23 unchanged sentences

Investing Activities:

Lineagen acquisition, net of cash acquired — ( 2,450,000 )

Purchases of property and equipment

( 344,000 ) —

Purchase of available for sale securities ( 205,334,000 ) —

Sale of available for sale securities 20,000,000 —

Sale of property and equipment 126,000 —

22 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Fair value of common stock issued related to Lineagen acquisition $ — $ 4,100,000

Transfer of instruments and servers from property and equipment into inventory $ 544,000 $ 134,000

Transfer of instruments and servers from inventory to property and equipment $ 5,074,000 $ 2,618,000

Forgiveness of PPP Loan $ 1,775,000 $ —

Stock issued for services $ 15,000 $ —

Issue stock for covenant waiver $ 116,000 $ 300,000

Warrant exercise pursuant to cashless exercise $ 129,000 $ —

See accompanying notes to the condensed consolidated financial statements

See accompanying notes to the unaudited condensed consolidated financial statements

BIONANO GENOMICS, INC.

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Bionano Genomics, Inc.

(collectively, with its consolidated subsidiaries, the “Company”) is a life sciences instrumentation company in the genome analysis space that provides tools and services based on its Saphyr system to scientists and clinicians conducting genetic research and patient testing, and provides diagnostic testing for those with autism spectrum disorder (“ASD”) and other neurodevelopmental disabilities through newly acquired Lineagen, Inc., a wholly owned subsidiary of the Company (“Lineagen”).

The Company currently develops and markets the Saphyr system, a platform for ultra-sensitive and ultra-specific structural variation detection that is designed to enable researchers and clinicians to accelerate the search for new diagnostics and therapeutic targets and to streamline the study of changes in chromosomes, which is known as cytogenetics.

The Saphyr system is comprised of an instrument, chip consumables, reagents and a suite of data analysis tools, and genome analysis services to provide access to data generated by the Saphyr system for researchers who want to evaluate Saphyr data quickly and with a low up-front investment.

(collectively, with its consolidated subsidiaries, the “Company”) is a provider of genome analysis solutions that can enable researchers and clinicians to reveal answers to challenging questions in biology and medicine.

The Company’s mission is to transform the way the world sees the genome through optical genome mapping (“OGM”) solutions, diagnostic services and software.

The Company offers OGM solutions for applications across basic, translational and clinical research.

Through its Lineagen, Inc.

(“Lineagen”) business, the Company also provides diagnostic testing for patients with clinical presentations consistent with autism spectrum disorder and other neurodevelopmental disabilities.

Through its BioDiscovery, Inc.

(“BioDiscovery”) business, the Company also offers an industry-leading, platform-agnostic software solution, which integrates next-generation sequencing and microarray data designed to provide analysis, visualization, interpretation and reporting of copy number variants, single-nucleotide variants and absence of heterozygosity across the genome in one consolidated view.

Basis of Presentation

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These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

As of June 30, 2021, the Company had approximately $ 332.6 million in cash and cash equivalents, and working capital of $ 331.2 million as a result of common stock offerings executed in the quarters ended December 31, 2020 and March 31, 2021.

In February 2021, we applied for forgiveness of our Paycheck Protection Program (“the PPP”) Loan, and in March 2021, the PPP Loan, including all accrued interest, was forgiven in full for $ 1.8 million.

As of June 30, 2021, the outstanding term loan with Innovatus was paid in full, including all accrued interest, an end of term fee, and a prepayment fee for a total of $ 17.0 million.

As of September 30, 2021, the Company had approximately $ 140.7 million in cash and cash equivalents, $ 185.3 million in available-for-sale investment securities, and working capital of $ 324.3 million as a result of common stock offerings executed in the quarters ended December 31, 2020, March 31, 2021, and September 30, 2021.

In February 2021, we applied for forgiveness of our Paycheck Protection Program Loan of approximately $ 1.8 million (“the PPP Loan”) , and in March 2021, the PPP Loan, including all accrued interest, was forgiven in full.

During the previous quarter ended June 30, 2021, the outstanding term loan with Innovatus (as defined below) was paid in full, including all accrued interest, an end of term fee, and a prepayment fee for a total of $ 17.0 million.

The Company believes its available cash balance will be sufficient to fund operations, obligations as they become due and capital investments for at least the next twelve months.

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The Company’s manufacturing partners, suppliers, and customers, have implemented similar operational restrictions.

Despite reporting an increase in revenue for the three and six months ended June 30, 2021 when compared to the same period in 2020, the Company believes travel restrictions and overall reduced activity has negatively impacted the Company’s second quarter 2021 financial results.

The future effects of COVID-19 are unknown and the Company’s financial results may continue to be negatively affected in the future.

Despite reporting an increase in revenue for the three and nine months ended September 30, 2021 when compared to the same period in 2020, the Company believes travel restrictions and overall reduced activity had a continued negative impact on the Company’s third quarter 2021 financial results.

Given the continued evolution of the COVID-19 pandemic and the related complexities and uncertainties associated with the additional variants, the future effects of COVID-19 are unknown and the Company’s financial results may continue to be negatively affected in the future.

There may be long-term negative effects of the COVID-19 pandemic, even after it has subsided.

2 unchanged sentences

Significant Accounting Policies

During the three and six months ended June 30, 2021, there were no changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

During the three and nine months ended September 30, 2021, there were no changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, other than the accounting policy indicated below.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis.

Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date.

ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements.

In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets;

quoted prices in markets where trading occurs infrequently;

and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Investment Securities

All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end.

Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments.

Investments with contractual maturities beyond one year are also classified as short-term due to the Company’s ability to liquidate the investment for use in operations within the next 12 months.

Realized gains and losses on investment securities are included in earnings and are derived using the specific identification method for determining the cost of securities sold.

The Company has not realized any significant gains or losses on sales of available-for-sale investment securities during any of the periods presented.

As all the Company’s investment holdings are in the form of debt securities, unrealized gains and losses that are determined to be temporary in nature are reported as a component of accumulated other comprehensive income (loss).

A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security.

Interest income is recognized when earned, as are the amortization of purchase premiums and accretion of purchase discounts on investment securities.

Recently Issued But Not Yet Adopted Accounting Pronouncements

As of June 30, 2021, the market value of the Company’s common stock held by non-affiliates exceeded $700.0 million.

Accordingly, the Company will be a large accelerated filer and therefore will cease to be an emerging growth company effective December 31, 2021.

In February 2015, the FASB issued Accounting Standards Update (“ASU”) 2016-2, Leases (Topic 842) , which amends the accounting guidance for leases and increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosures of key information about leasing arrangements.

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In May 2021, the FASB issued ASU No.

2021-04, Issuer’s Accounting for Certain Modifications or Exchanges for Freestanding Equity-Classified Written Call Options to clarify the accounting for modifications or exchanges of equity-classified warrants.

The standard is effective for fiscal years beginning after December 15, 2021.

2021-04, Issuer’s Accounting for Certain Modifications or Exchanges for Freestanding Equity-Classified Written Call Options to clarify the accounting for modifications or exchanges of equity-

classified warrants.The standard is effective for fiscal years beginning after December 15, 2021.

Early adoption is permitted.

The Company is in the process of evaluating the expected impact of ASU 2021-04 on its financial statements.

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350):

Simplifying the Accounting for Goodwill Impairment.

The revised guidance eliminates step two of the goodwill impairment test, which requires a hypothetical purchase price allocation to measure goodwill impairment.

A goodwill impairment loss will instead be measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

All other goodwill impairment guidance will remain largely unchanged.

Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary.

Public business entities that meet the definition of an U.S.

SEC filer, excluding entities eligible to be smaller reporting companies, should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.

All other entities should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2022.

Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

The Company’s early adoption of this accounting standard on January 1, 2020, did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU No.

2020-06, Debt - Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06") , which simplifies accounting for convertible instruments by removing major separation models required under current U.S.

ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions and also simplifies the diluted earnings per share calculation in certain areas.

The standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years and interim periods within those fiscal years beginning after December 15, 2021.

For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and adoption must be as of the beginning of the Company’s annual fiscal year.

The Company’s early adoption of this accounting standard on January 1, 2021, did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Net Loss Per Share

2 unchanged sentences

Common stock equivalents are only included when their effect is dilutive.

The Company’s potentially dilutive securities which include warrants and outstanding stock options under the Company’s equity incentive plan have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share.

The Company’s potentially dilutive securities which include warrants, outstanding stock options, and Restricted Stock Units (“RSUs”) under the Company’s equity incentive plan have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share.

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding.

Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares):

2021 June 30,

September 30,

2021 September 30,

Stock options 10,661,000 5,331,000

4 unchanged sentences

Revenue by Source

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

5 unchanged sentences

Revenue by Geographic Location

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

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Asia Pacific includes China, Japan, South Korea, Singapore and Australia.

For the three months ended June 30, 2021 and 2020, the United States represented 59.5 % and 60.0 % of total revenue, respectively.

For the six months ended June 30, 2021 and 2020, the United States represented 53.1 % and 63.0 % of total revenue, respectively.

For the three months ended September 30, 2021 and 2020, the United States represented 44.2 % and 40.0 % of total revenue, respectively.

Additionally, for the three months ended September 30, 2021, China and Canada represented 17.9 % and 10.8 % of total revenue, respectively.

For the three months ended September 30, 2020, no countries other than the United States represented greater than 10% of revenue.

For the nine months ended September 30, 2021 and 2020, the United States represented 50.0 % and 51.0 % of total revenue, respectively.

No other countries represented greater than 10% of revenue during the nine months ended September 30, 2021 and 2020.

Remaining Performance Obligations

As of June 30, 2021, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was $ 658,000 .

As of September 30, 2021, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was $ 569,000 .

These remaining performance obligations primarily relate to extended warranty and support and maintenance obligations.

1 unchanged sentence

Warranty revenue is included in Service and other revenue.

The Company recognized revenue of $ 90,000 and $ 106,000 during the three months ended June 30, 2021 and 2020, respectively, and revenue of $ 247,000 and $ 232,000 during the six months ended June 30, 2021 and 2020, respectively, which was included in the contract liability balance at the end of the previous year.

The Company recognized revenue of $ 79,000 and $ 66,000 during the three months ended September 30, 2021 and 2020, respectively, and revenue of $ 326,000 and $ 299,000 during the nine months ended September 30, 2021 and 2020, respectively, which was included in the contract liability balance at the end of the previous year.

Balance Sheet Account Details

Accounts Receivable

September 30,

2021 December 31,

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The Company does not perform credit evaluations and therefore subsequent adjustments to the amount expected to be collected are recorded to revenue.

The balance of our Lineagen accounts receivable balance as of June 30, 2021 was $ 606,000 .

The balance of our Lineagen accounts receivable balance as of September 30, 2021 was $ 680,000 .

For optical genome mapping (“OGM”) products and services, credit is extended based upon an evaluation of each customer’s credit history, financial condition, and other factors.

1 unchanged sentence

Bad debt expense is recorded as necessary to maintain an appropriate level of allowance for doubtful accounts in selling, general and administrative expense.

During the three and six months ended June 30, 2021, the Company recorded a recovery of bad debt expense of $( 15,000 ) and $( 40,000 ), respectively, which is included in selling, general and administrative expenses.

During the three and nine months ended September 30, 2021, the Company recorded a recovery of bad debt expense of $( 10,000 ) and $( 50,000 ), respectively, which is included in selling, general and administrative expenses.

Amounts are charged to the allowance for doubtful accounts when collection efforts have been exhausted and are deemed uncollectible.

1 unchanged sentence

Accounts receivable is subject to concentration risk whenever a customer has a balance that meets or exceeds 10.0% of the Company’s total accounts receivable balance.

As of June 30, 2021, one customer balance represented 10.1 % of the Company’s total accounts receivable balance.

As of September 30, 2021, no customers met or exceeded 10% of the Company’s total accounts receivable balance.

As of December 31, 2020, two customer balances represented 27.4 % of the Company’s total accounts receivable balance.

3 unchanged sentences

The components of inventories are as follows:

September 30,

2021 December 31,

3 unchanged sentences

Paycheck Protection Program

On April 17, 2020, the Company received loan proceeds of approximately $ 1.8 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“the PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S.

On April 17, 2020, the Company received the PPP Loan proceeds of approximately $ 1.8 million pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S.

Small Business Administration (the “SBA”).

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In February 2021, the Company applied for forgiveness of the PPP Loan, and in March 2021, the PPP Loan, including all accrued interest, was forgiven in full.

A gain on forgiveness of Paycheck Protection Program loan of $ 1.8 million was recognized during the six months ended June 30, 2021.

No gain on forgiveness of Paycheck Protection Program loan was recognized during the three months ended June 30, 2021.

A gain on forgiveness of Paycheck Protection Program loan of $ 1.8 million was recognized during the nine months ended September 30, 2021.

Innovatus LSA

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This end of term fee was being recognized as interest expense over the term of the LSA.

As of June 30, 2021, the outstanding term loan with Innovatus was paid in full, including all accrued interest, the end of term fee, and a prepayment fee for a total of $ 17.0 million.

As of September 30, 2021, the outstanding term loan with Innovatus was paid in full, including all accrued interest, the end of term fee, and a prepayment fee for a total of $ 17.0 million.

The LSA also provides for a revolving line of credit in an amount not to exceed $ 5.0 million (the “Revolver”), which was terminated effectively upon payment in full of the above term loan.

Summary of Debt Obligations

The carrying value of the Company’s debt for the periods presented was as follows:

The Company had no debt as of September 30, 2021.

The carrying value of the Company’s debt as of December 31, 2020 was as follows:

Term Loans $ 15,981,000

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On January 25, 2021, the Company completed an underwritten public offering of 38,333,352 shares of common stock, including 5,000,002 shares of common stock sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares.

The price to the public in the offering was $ 6.00 per share and the underwriters purchased the shares from the Company pursuant to the underwriting agreement at a price of $ 5.64 per share.

The price to the public in the offering was $ 6.00 per share and the underwriters purchased the shares from the

Company pursuant to the underwriting agreement at a price of $ 5.64 per share.

The gross proceeds were approximately $ 230.0 million before deducting underwriting discounts and commissions and other offering expenses of $ 435,000 .

Shelf Registration Statement and Ladenburg At-the-Market Facility

In August 2020, the Company filed a shelf registration statement on Form S-3 with the SEC covering the offering, issuance and sale of up to $ 125.0 million of the Company’s securities, including up to $ 40.0 million of common stock pursuant to the Ladenburg ATM, with Ladenburg Thalmann & Co.

acting as sales agent.

Shelf Registration Statements;

Ladenburg and Cowen At-the-Market Facilities

acting as sales agent (the “Ladenburg ATM”).

During October through December 2020, the Company sold 27,025,384 shares of common stock under the Ladenburg ATM at an average share price of $ 0.82 , and received gross proceeds of approximately $ 22.1 million before deducting offering costs of $ 573,000 .

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The Company terminated the Ladenburg ATM in March 2021.

On March 23, 2021, the Company entered into the Cowen ATM which provides for the sale, in the Company’s sole discretion, of shares of common stock having an aggregate offering price of up to $ 350.0 million through or to Cowen, acting as sales agent or principal.

The Company will pay Cowen a commission of up to 3.0 % of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights.

As of the date of this filing, no shares have been issued pursuant to the Cowen ATM.

On January 19, 2021, the Company filed an automatically effective shelf registration statement on Form S-3 with the SEC as a “well-known seasoned issuer,” allowing for the Company to issue an indeterminate number or amount of its securities from time to time in one or more offerings.

On March 23, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”) which provides for the sale, in the Company’s sole discretion, of shares of common stock having an aggregate offering price of up to $ 350.0 million through or to Cowen, acting as sales agent or principal (the “Cowen ATM”) .

The Company agreed to pay Cowen a commission of up to 3.0 % of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights.

In August and September 2021, the Company sold 2,256,000 shares of common stock under the Cowen ATM at an average share price of $ 6.15 per share, and received gross proceeds of approximately $ 13.9 million before deducting offering costs of $ 0.6 million.

Stock Warrants

A summary of the Company’s warrant activity during the six months ended June 30, 2021 was as follows:

A summary of the Company’s warrant activity during the nine months ended September 30, 2021 was as follows:

Shares of Stock under Warrants Weighted-

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Canceled ( 24,000 ) 3.29

Outstanding at June 30, 2021

Outstanding at September 30, 2021

4,361,000 $ 5.95 2.02 $ 1,651,000

Stock Options

A summary of the Company’s stock option activity during the six months ended June 30, 2021 was as follows:

A summary of the Company’s stock option activity during the nine months ended September 30, 2021 was as follows:

Shares of Stock under Stock Options Weighted-

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Canceled ( 802,000 ) 4.35

Outstanding at June 30, 2021

Outstanding at September 30, 2021

10,661,000 $ 4.94 9.01 $ 17,822,000

Vested and exercisable at June 30, 2021

Vested and exercisable at September 30, 2021

3,035,000 $ 3.31 8.11 $ 9,326,000

For the three months ended June 30, 2021 and 2020, the weighted-average grant date fair value of stock options granted was $ 5.06 and $ 0.30 per share, respectively.

For the six months ended June 30, 2021 and 2020, the weighted-average grant date fair value of stock options granted was $ 5.13 and $ 0.55 per share, respectively.

For the three months ended September 30, 2021 and 2020, the weighted-average grant date fair value of stock options granted was $ 3.64 and $ 0.35 per share, respectively.

For the nine months ended September 30, 2021 and 2020, the weighted-average grant date fair value of stock options granted was $ 4.78 and $ 0.43 per share, respectively.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

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Restricted Stock Units

On May 12, 2021, the compensation committee of the Company’s board of directors granted 580,000 restricted stock units (“RSUs”) to R.

On May 12, 2021, the compensation committee of the Company’s board of directors granted 580,000 RSUs to R.

Erik Holmlin, Ph.D., the Company’s President and Chief Executive Officer (the “Holmlin Grant”), and 240,000 RSUs to Mark Oldakowski, the Company’s Chief Operating Officer (the “Oldakowski Grant”), in each case with an effective grant date and vesting commencement date of May 12, 2021.

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The RSUs comprising the Oldakowski Grant are subject to time-based vesting, with 50 % of the shares vesting on each of the first and second anniversaries of the vesting commencement date, subject to continued service through the vesting date.

Commitments and Contingencies

From time to time, the Company may be subject to potential liabilities under various claims and legal actions that are pending or may be asserted.

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Lineagen’s expertise in development, commercialization and reimbursement of laboratory-developed tests provides a platform for accelerating sales growth for the Company’s Saphyr system.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), the shares of capital stock of Lineagen and all options of Lineagen that were issued and outstanding immediately prior to the Effective Time were automatically cancelled and extinguished without any payment with respect thereto.

Certain holders of convertible notes and other indebtedness of Lineagen at the closing of the Merger (the “Closing”) received common stock of the Company.

The total number of shares of the Company’s common stock issued or reserved for issuance as consideration for the Merger was 6,167,510 shares, subject to adjustment for cash, accounts receivable, unpaid indebtedness, unpaid transaction expenses and certain other liabilities of Lineagen (the “Merger Shares”).

925,126 of the Merger Shares (the “Escrowed Shares”) will be held in an escrow fund for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the Merger Agreement.

Also as consideration for the Merger, pursuant to the Merger Agreement, the Company paid approximately $ 1.9 million in cash to certain creditors and assumed certain liabilities of Lineagen totaling approximately $ 2.9 million, reflective of the Company’s preliminary estimate of the post-closing purchase price adjustment (which adjustment is subject to finalization pursuant to the terms of the Merger Agreement).

In addition, on August 21, 2020, concurrent with the Closing, the Company paid approximately $ 1.1 million to satisfy all outstanding principal and accrued interest amounts due pursuant to that certain Promissory Note, dated April 22, 2020, by and between Lineagen and Silicon Valley Bank (the “Lineagen PPP Loan”), issued pursuant to the CARES Act administered by the SBA.

The Lineagen PPP Loan was repaid by the Company prior to maturity without penalty.

The Company accounted for its acquisition of Lineagen using the acquisition method of accounting pursuant to ASC 805.

The tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date, and the excess of the purchase price over the estimated fair value assigned to the tangible and identifiable intangible assets acquired and liabilities assumed was recorded to goodwill.

Goodwill relates to the expected synergies from combining the operations of the companies.

The acquisition was structured as a stock sale and therefore goodwill is non-tax deductible.

As permitted under ASC 805, the Company is allowed a measurement period, which may not exceed one year, in which to complete its accounting for the acquisition.

The Company has recognized provisional amounts for tax assets and liabilities, and subsequent adjustments during the measurement period to any of these items may affect the amount of goodwill recognized.

During the fourth quarter of 2020, the Company recorded a $ 232,000 adjustment to the original purchase price allocation to reduce the estimated fair value of accounts receivable, with the offsetting amount recorded to goodwill.

There were no additional purchase price adjustments made during the second quarter of 2021.

The Company is still finalizing working capital adjustments with the seller.

As discussed above, the purchase price for the acquisition of Lineagen is subject to adjustment for cash, accounts receivable, unpaid indebtedness, unpaid transaction expenses and certain other liabilities of Lineagen.

The following is the estimated purchase price for the acquisition of Lineagen:

Cash (a) $ 1,940,000

Cash transferred for repayment of Lineage PPP Loan (b) $ 1,105,000

Shares common stock issued as consideration (c) 6,167,510

Estimated shares of common stock to be returned to the Company (c) ( 138,247 )

Stock price per share on closing date $ 0.68

Value of estimated common stock consideration (c) $ 4,100,000

Total estimated purchase price (c) $ 7,144,000

(a) The Company paid approximately $ 1.9 million in cash to certain creditors of Lineagen.

(b) The Company paid approximately $ 1.1 million to satisfy all outstanding principal and accrued interest amounts due pursuant to the Lineagen PPP Loan.

(c) The total number of shares of the Company’s common stock issued or reserved for issuance as consideration for the Merger was 6,167,510 shares.

925,126 of the Merger Shares will be held in an escrow fund for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the Merger Agreement.

The total number of Merger Shares is subject to adjustment for cash, accounts receivable, unpaid indebtedness, unpaid transaction expenses and certain other liabilities of Lineagen.

The value of the estimated common stock consideration and the total estimated purchase price incorporate the return of an estimated 138,247 Escrowed Shares to the Company based on a preliminary estimate of this adjustment.

The total estimated purchase price was allocated to Lineagen’s tangible and identifiable intangible assets acquired and liabilities assumed on based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill, as follows:

Cash and cash equivalents $ 596,000

Accounts receivable 337,000

Other assets 209,000

Property and equipment, net 111,000

Intangible assets 1,580,000

Goodwill 7,173,000

Accounts payable and other accrued liabilities ( 2,862,000 )

Net assets acquired $ 7,144,000

The acquisition date fair values of identifiable intangible assets acquired are as following:

Customer relationships $ 950,000

Trade name 630,000

Fair value of identifiable intangible assets $ 1,580,000

The customer relationships and trade name intangibles are both being amortized on a straight-line basis over their estimated useful lives of five years .

Straight-line amortization was determined to be materially consistent with the pattern of expected use of the intangible assets.

The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Lineagen as if the companies had been combined as of January 1, 2019.

The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisition had taken place as of January 1, 2019.

Six Months Ended June 30,

Three Months Ended September 30,

(Unaudited) Nine Months Ended September 30,

Revenue $ 3,018,000 $ 7,948,000

1 unchanged sentence

Basic and diluted net loss per share

$ ( 0.07 ) $ ( 0.33 )

Acquisition of BioDiscovery

On October 8, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company agreed to acquire BioDiscovery, Inc (“Biodiscovery”).

Under the terms of the Merger Agreement,, Bionano purchased 100 % of the outstanding shares of BioDiscovery on October 18, 2021.

Pursuant to the Merger Agreement, the Company paid upfront consideration consisting of a combination of approximately $ 50 million in cash and $ 40 million in shares of Company common stock.

The upfront consideration is subject to adjustment for, among other things, cash, unpaid indebtedness, unpaid transaction expenses and working capital relative to a target.

Approximately $ 27 million worth of shares of Company common stock issued as upfront consideration pursuant to the Merger Agreement are subject to vesting based on continued service, subject to the terms and conditions of a stock restriction agreement.

Under the Merger Agreement, the Company has also agreed to pay a milestone payment of $ 10 million in cash based on the achievement of certain commercial milestones.

The Merger Agreement has a customary post-closing purchase price adjustment mechanism.

Fair Value Measurements

The Company holds investment securities that consist of highly liquid, investment grade debt securities.

The Company determines the fair value of its investment securities based upon one or more valuations reported by its investment accounting and reporting service provider.

The investment service provider values the securities using a hierarchical security pricing model that relies primarily on valuations provided by an industry-recognized valuation service.

Such valuations may be based on trade prices in active markets for identical assets or liabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curves, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, and broker and dealer quotes, as well as other relevant economic measures.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis in the Unaudited Consolidated Balance Sheets:

September 30, 2021

Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category

Level 1 Level 2 Level 3

Commercial Paper $ 97,939,000 $ — $ 97,939,000 $ —

Corporate Notes/Bonds $ 87,394,000 $ — $ 87,394,000 $ —

Total Investments:

$ 185,333,000 $ — $ 185,333,000 $ —

Money Market Funds $ 114,331,000 $ 114,331,000 $ — $ —

Money Market Funds are classified as cash equivalents on the balance sheet.

The Company did not hold any investments as of December 31, 2020.

As of September 30, 2021, the Company held 44 securities in an unrealized loss position.

None of the Company’s available-for-sale investment securities were in a material unrealized loss position at September 30, 2021.

As such, the Company has not recognized any impairment in its financial statements related to its available-for-sale investment securities.

As of September 30, 2021, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities:

Commercial Paper Corporate Notes/Bonds

Amortized Cost

Unrealized gains (losses)

Amortized Cost

Unrealized gains (losses)

Less than 1 year $ 97,957,000 $ ( 18,000 ) $ 12,234,000 $ ( 7,000 )

Due after one year through five years — — 75,258,000 ( 91,000 )

Total $ 97,957,000 $ ( 18,000 ) $ 87,492,000 $ ( 98,000 )

Included in interest income for the three-month period ended September 30, 2021 was interest income related to the Company’s available for sale securities of $ 13,000 .

All interest income related to the available for sale securities in 2021 related to three-month period ended September 30, 2021.

All available-for-sale securities are classified as current assets, even if the maturity when acquired by the Company is greater than one year due to the ability to liquidate within the next 12 months.

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-Q

Item 1. Financial Statements