What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-09 compared with 2022-03-01 · 62 added, 113 removed, 151 unchanged (54% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 Internal Control — Integrated Framework.

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2021.

Pursuant to Section 404(c) of the Sarbanes-Oxley Act, our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting for the year ended December 31, 2021, which is included below.

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and Rule 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”).

Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, 2022, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this assessment, our management, including our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were effective as of December 31, 2022.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term as defined in Exchange Act Rule 13a-15(f).

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 BioDiscovery occurred in the fourth quarter of 2021, we excluded the internal control over financial reporting of BioDiscovery from the scope of our assessment of the effectiveness of the Company’s internal controls.

Internal control over financial reporting is a process designed by, or under the supervision and with the participation of our management, including our principal executive and financial officers, 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 of December 31, 2022, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria.

As the acquisition of Purigen occurred in the fourth quarter of 2022, we excluded the internal control over financial reporting of Purigen 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.

BioDiscovery's total net assets excluded from our assessment constituted approximately 3% of the Company’s total assets as of December 31, 2021, and BioDiscovery revenues excluded from our assessment represented approximately 6% of the Company’s total revenue for the year ended December 31, 2021.

Remediation of Previously Disclosed Material Weakness

As disclosed in Item 9A in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 23, 2021, our management previously identified material weaknesses in our internal control environment over financial reporting related to an insufficient number of resources to support the growth and complexity of our financial reporting requirements.

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.

During 2021, our management, with the oversight of the Audit Committee of our Board of Directors, engaged in efforts to remediate the material weaknesses identified and previously disclosed.

We completed these remediation measures in the quarter ended December 31, 2021, including testing of the design and concluding on the operating effectiveness of the related controls.

Specifically, remediation efforts that we implemented during 2021 include the following:

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

• We hired a new Chief Financial Officer, a Senior Manager SEC Reporting & Technical Accounting, a Senior Manager of Accounting, and a Senior Accountant, which has increased the number of qualified full-time employees involved in our financial reporting and the control environment.

Accordingly, we have determined that the material weaknesses are considered to be remediated.

The financial statements and internal control over financial reporting have been audited by BDO USA LLP, an independent registered public accounting firm.

BDO’s reports with respect to fairness of the presentation of the financial statements, and the effectiveness of internal control over financial reporting, are included herein.

Purigen's total net assets excluded from our assessment constituted approximately 2% of the Company’s total assets as of December 31, 2022, and Purigen’s revenues excluded from our assessment represented approximately 0.1% of the Company’s total revenue for the year ended December 31, 2022.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Bionano Genomics, Inc.

San Diego, CA

Opinion on Internal Control over Financial Reporting

We have audited Bionano Genomic, Inc’s.

(the “Company’s”) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes and our report dated March 1, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

As indicated in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of BioDiscovery, LLC., which was acquired during the fourth quarter of 2021, and which is included in the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended.

BioDiscovery, LLC.

constituted approximately 3% of the Company’s total assets as of December 31, 2021 and approximately 6% of revenues for the year then ended.

Management did not assess the effectiveness of internal control over financial reporting of BioDiscovery, LLC.

because of the timing of the acquisition.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of BioDiscovery, LLC.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

San Diego, CA

March 1, 2022

Except as described below, there were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In October 2021, we acquired BioDiscovery LLC.

We have integrated the internal controls of the acquired business into our overall system of internal control over financial reporting as of December 31, 2022.

OTHER INFORMATION

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item will be set forth under the captions “Election of Directors,” “Delinquent Section 16(a) Reports,” “Information Regarding the Board of Directors and Corporate Governance,” in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2022 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, 2021, and is incorporated in this Annual Report by reference.

The information required by this item will be set forth under the captions “Proposal 1 – Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance,” “Information Regarding Committees of the Board of Directors,” “Executive Officers,” and “Delinquent Section 16(a) Reports,” if any, in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2023 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, 2022, and is incorporated in this Annual Report 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.

1 unchanged sentence

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.

If we ever were to amend or waive any provision of our Ethics Code that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing 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.

5 unchanged sentences

The information required by this item will be set forth under the captions “Transaction With Related Persons and Indemnification” and “Information Regarding the Board of Directors and Corporate Governance” in the Proxy Statement and is incorporated in this Annual Report by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item will be set forth under the caption “Principal Accountant Fees and Services” in the Proxy Statement and is incorporated in this Annual Report by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be set forth under the caption “Principal Accountant Fees and Services” and “Pre-Approval Policies and Procedures” in the Proxy Statement and is incorporated in this Annual Report by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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

(1) Financial statements

4 unchanged sentences

• Consolidated Statements of Operations — Years ended December 31, 2022 and 2021

◦ Consolidated Statements of Comprehensive Income — Years ended December 31, 2021 and 2020

• Consolidated Statements of Comprehensive Loss — Years ended December 31, 2022 and 2021

• Consolidated Statements of Stockholders’ Equity (Deficit) – Years ended December 31, 2022 and 2021

• Consolidated Statements of Cash Flows — Years ended December 31, 2022 and 2021

2 unchanged sentences

All schedules have been omitted because they are not required or because the required information is given in the financial statements or notes thereto set forth under Item 8 above.

A list of exhibits file with this Annual Report or incorporated herein by reference can be found in the Exhibit Index below.

A list of exhibits filed with this Annual Report or incorporated herein by reference can be found in the Exhibit Index below.

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.

Agreement and Plan of Merger, dated October 8, 2021, by and among the Company, Starship Merger Sub I, Inc., Starship Merger Sub II, LLC, BioDiscovery, Inc.

and Soheil Shams.

Agreement and Plan of Merger, dated November 23, 2022, by and among the Company, Mazdan Merger Sub, Inc., Purigen Biosystems, Inc.

and Shareholder Representative Services LLC.

Amended and Restated Certificate of Incorporation, as amended.

2 unchanged sentences

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

Form of Warrant to Purchase Common Stock Issued to Underwriters.

Form of Warrant to Purchase Common Stock Issued to Underwriters (attached to Underwriting Agreement).

Form of Warrant Certificate (included in Exhibit 4.

4 unchanged sentences

Form of Warrant to Purchase Common Stock issued to Investors in April 2020 Public Offering.

Underwriting Agreement, dated January 8, 2021, by and among Bionano Genomics, Inc.

and Oppenheimer & Co.

Inc., as representatives of the several underwriters named therein.

Underwriting Agreement, dated January 20, 2021, by and among Bionano Genomics, Inc.

and Oppenheimer & Co.

Inc., as representatives of the several underwriters named therein.

4.10 Description of the Company’s Securities.

4 unchanged sentences

2018 Equity Incentive Plan, as amended (the “2018 Plan”).

Forms of grant notice, stock option agreement and notice of exercise under the 2018 Plan.

10.2A+ Forms of grant notice, stock option agreement and notice of exercise under the 2018 Plan.

10.2B+ Forms of director grant notice, stock option agreement and notice of exercise under the 2018 Plan.

10.2C+ Forms of double-trigger grant notice, stock option agreement and notice of exercise under the 2018 Plan.

Forms of international grant notice, stock option agreement and notice of exercise under the 2018 Plan.

Forms of r estricted s tock u nit g rant n otice and r estricted s tock u nit a ward a greement under the Bionano Genomics, Inc.

2018 Equity Incentive Plan.

Bionano Genomics, Inc.

2018 Employee Stock Purchase Plan.

Form of Indemnification Agreement by and between the Registrant and each director and executive officer.

Bionano Genomics, Inc.

2020 Inducement Plan, as amended.

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

2020 Inducement Plan.

Bionano Genomics, Inc.

Non-Employee Director Compensation Policy, as amended

Number Description

Form of Indemnification Agreement by and between the Registrant and each director and executive officer.

Employment Agreement by and between the Registrant and R.

8 unchanged sentences

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.

(f/k/a Novati Technologies, Inc.

and f/k/a SVTC Technologies, LLC), dated March 2, 2009, as amended.

Manufacturing Services Agreement by and between the Registrant and Paramit Corporation, dated February 18, 2015.

Fifth Amendment to the Lease by and between the Registrant and The Irvine Company, LLC, dated January 12, 2022.

Standard Industrial/Commercial Single-Tenant Lease, made effective as of November 23, 2021, by and between the Company and 6777 Nancy Ridge LLC.

Number Description

Commercial Single-Tenant Lease – Net, dated February 28, 2016, by and between Tesa Beach LLC and BioDiscovery, Inc.

10.14 Lease, dated August 22, 2016, by and between SFF BBC, LLC and Purigen Biosystems, Inc.

10.14A First Amendment to the Lease by and between Purigen Biosystems Inc, and SFF BBC, LLC, dated August 22, 2016

Sales Agreement, dated March 23, 2021, by and between the Company and Cowen and Company, LLC.

License Agreement by and between Princeton University and the Registrant, dated January 7, 2004.

3 unchanged sentences

Fourth Amendment License Agreement by and between Princeton University and the Registrant, dated February 9, 2012.

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

(f/k/a Novati Technologies, Inc.

and f/k/a SVTC Technologies, LLC), dated March 2, 2009, as amended.

License Agreement by and between the Registrant and New York University dated November 4, 2013.

License Agreement by and between the Registrant and Q Biotechnology CV dated May 1, 2014.

Amendment to Non-Exclusive Patent License Agreement by and between the Registrant and Q Biotechnology CV dated May 1, 2014.

License Agreement by and between the Registrant and New York University dated November 4, 2013.

Manufacturing Services Agreement by and between the Registrant and Paramit Corporation, dated February 18, 2015.

Option and Sublicense Agreement by and between the Registrant and Pacific Biosciences of California, Inc.

dated February 2, 2016.

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

Bionano Genomics, Inc.

2020 Inducement Plan, as amended.

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

2020 Inducement Plan.

Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the Bionano Genomics, Inc.

2018 Equity Incentive Plan.

Sales Agreement, dated March 23, 2021, by and between the Company and Cowen and Company, LLC.

Standard Industrial/Commercial Single-Tenant Lease, made effective as of November 23, 2021, by and between the Company and 6777 Nancy Ridge LLC.

Employment Agreement , dated October 8, 2021 and effective October 18 , 2021, by and between the Company and Soheil Shams .

Stock Restriction Agreement , dated O c tober 8, 2021 and effective October 18, 2021, by and between the Company and Soheil Sham s.

10.36+ Employment Agreement, dated June 14, 2021, by and between the Company and Richard Shippy

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

10.38 Commercial Single-Tenant Lease – Net, dated February 28, 2016, by and between Tesa Beach LLC and BioDiscovery, Inc.

10.39 Fifth Amendment to the Lease by and between the Registrant and The Irvine Company, LLC, dated January 12, 2022.

10.22^€ Amended and Restated Exclusive License Agreement with Equity, dated July 16, 2021, by and between The Board of Trustees of the Leland Stanford Junior University and Purigen Biosystems, Inc.

10.22A^€ Amendment No.

1 to the Amended and Restated Exclusive License Agreement Effective the 16th Day of July 2021 Between Stanford University and Purigen Biosystems, Inc., dated November 14, 2022, by and between The Board of Trustees of the Leland Stanford Junior University and Purigen Biosystems, Inc.

21.1 Subsidiaries of the Registrant.

3 unchanged sentences

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.

Number Description

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

9 unchanged sentences

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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 October 19, 2021.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 28, 2022.

Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2021

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

3 unchanged sentences

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

Number Description

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

3 unchanged sentences

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 4, 2021.

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.

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

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 4, 2020.

Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2022.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 11, 2021.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 21, 2021.

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 March 24, 2021.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 19, 2021.

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 4, 2021.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 12, 2021.

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

7 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 1, 2022 By:

Bionano Genomics, Inc.

March 9, 2023

Erik Holmlin, Ph.D.

2 unchanged sentences

POWER OF ATTORNEY

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

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

and Christopher Stewart 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.

33 unchanged sentences

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