What changed in this filing

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Item 1. Financial Statements

2025-05-14 compared with 2024-11-14 · 263 added, 388 removed, 507 unchanged (56% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

2025 December 31,

8 unchanged sentences

Total current assets 44,929,000 39,489,000

Restricted cash, net of current portion

400,000 400,000

Restricted cash

Property and equipment, net 18,339,000 19,219,000

11 unchanged sentences

Finance lease liability 257,000 260,000

Purchase option liability (at fair value) — 8,534,000

Convertible debentures and High Trail Notes payable (at fair value)

3 unchanged sentences

Finance lease liability, net of current portion 3,526,000 3,539,000

Contingent consideration

Long-term contract liabilities 292,000 267,000

3 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized at September 30, 2024 and December 31, 2023;

no shares issued and outstanding at September 30, 2024 and December 31, 2023

Common stock, $ 0.0001 par value, 400,000,000 shares authorized at September 30, 2024 and December 31, 2023;

88,468,000 and 45,752,000 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

10,000,000 shares authorized at March 31, 2025 and December 31, 2024;

no shares issued and outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 400,000,000 shares authorized at March 31, 2025 and December 31, 2024;

3,101,400 and 1,865,400 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 744,501,000 728,573,000

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Product revenue $ 6,004,000 $ 6,828,000

8 unchanged sentences

Selling, general and administrative 9,033,000 19,088,000

Goodwill impairment

— 77,280,000 — 77,280,000

Intangible assets and other long-lived assets impairment

19,504,000 — 19,951,000 —

Restructuring costs

1,770,000 — 7,616,000 —

Total operating expenses 11,403,000 33,947,000

6 unchanged sentences

Loss before income taxes ( 3,095,000 ) ( 31,440,000 )

Provision for income taxes

Benefit (provision) for income taxes

( 7,000 ) 18,000

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

$ ( 3,102,000 ) $ ( 31,422,000 )

$ ( 44,246,000 ) $ ( 112,566,000 ) $ ( 91,892,000 ) $ ( 188,602,000 )

Other comprehensive income (loss):

Unrealized gain on investment securities

10,000 227,000 12,000 1,014,000

Change in fair value attributable to instrument-specific credit risk

Other comprehensive loss:

Unrealized loss on investment securities

( 3,000 ) ( 13,000 )

Foreign currency translation adjustments ( 10,000 ) ( 26,000 )

Other comprehensive income

Other comprehensive loss

$ ( 13,000 ) $ ( 39,000 )

3 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

Common Stock Additional

Capital Accumulated

3 unchanged sentences

Balance at January 1, 2024

Stock option exercises 4,000 — 23,000 — — 23,000

Stock-based compensation expense — — 3,882,000 — — 3,882,000

Issue common stock, net of issuance costs 950,000 — 14,848,000 — — 14,848,000

Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes 7,000 — — — — —

Net loss — — — ( 37,124,000 ) — ( 37,124,000 )

Other comprehensive income

762,600 $ — $ 677,342,000 $ ( 581,208,000 ) $ 23,000 $ 96,157,000

Balance at March 31, 2023 30,679,000 $ 3,000 $ 617,987,000 $ ( 385,839,000 ) $ ( 665,000 ) $ 231,486,000

Stock option exercises — — 1,000 — — 1,000

Stock-based compensation expense — — 3,015,000 — — 3,015,000

Issue common stock, net of issuance costs 196,300 — 15,059,000 — — 15,059,000

Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes ( 6,000 ) — — — — —

Issue stock for employee stock purchase plan

15,000 — 92,000 — — 92,000

Net loss — — — ( 31,422,000 ) — ( 31,422,000 )

Other comprehensive income

— — — — 355,000 355,000

Balance at June 30, 2023 33,240,000 $ 3,000 $ 639,814,000 $ ( 424,751,000 ) $ ( 310,000 ) $ 214,756,000

Stock-based compensation expense — — 3,992,000 — — 3,992,000

Issue common stock, net of issuance costs 2,109,000 — 12,661,000 — — 12,661,000

Issue stock for warrant exercises — — — — — —

Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes — — ( 61,000 ) — — ( 61,000 )

Net loss — — — ( 112,566,000 ) — ( 112,566,000 )

Other comprehensive income

Other comprehensive loss

— — — ( 39,000 ) ( 39,000 )

Balance at September 30, 2023

Balance at March 31, 2024

958,900 $ — $ 695,416,000 $ ( 612,630,000 ) $ ( 16,000 ) $ 82,770,000

2 unchanged sentences

Stock-based compensation expense — — 1,587,000 — — 1,587,000

Issue common stock, net of issuance costs 11,787,000 1,000 15,059,000 — — 15,060,000

Net loss — — ( 31,422,000 ) — ( 31,422,000 )

Other comprehensive income (loss)

— — ( 39,000 ) ( 39,000 )

Balance at March 31, 2024

Issue common stock and warrants, net of issuance costs

934,000 — 13,982,000 — — 13,982,000

Stock-based compensation expense — — 2,583,000 — — 2,583,000

Issue common stock, net of issuance costs 11,025,000 1,000 11,181,000 — — 11,182,000

Issue stock for warrant exercises 280,000 — 9,000 — — 9,000

Issue stock for employee stock purchase plan 15,000 — 10,000 — — 10,000

Net loss — — — ( 16,224,000 ) — ( 16,224,000 )

Other comprehensive income

— — — — 13,000 13,000

Balance at June 30, 2024

Issuance of common stock for convertible debentures payable

22,000 — 350,000 — — 350,000

Stock option exercises — — — — — —

Stock-based compensation expense — — 2,202,000 — — 2,202,000

Issue common stock, net of issuance costs 11,865,000 1,000 9,034,000 — — 9,035,000

Issue stock for warrant exercises 5,813,000 1,000 2,000 — — 3,000

Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes 14,000 — — — — —

Net loss — — — ( 3,102,000 ) — ( 3,102,000 )

Other comprehensive income

Other comprehensive loss

— — — — ( 13,000 ) ( 13,000 )

Balance at September 30, 2024

Balance at March 31, 2025

3,101,400 $ — $ 744,501,000 $ ( 696,327,000 ) $ 14,000 $ 48,188,000

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

Operating activities:

2 unchanged sentences

Depreciation and amortization expense 2,434,000 3,007,000

Goodwill impairment

Inventory write-offs

Amortization of financing lease right-of-use asset 51,000 51,000

2 unchanged sentences

Non-cash lease expense

Gain on lease modification ( 73,000 ) —

Net realized loss on investments

120,000 27,000

Gain on lease termination/modification

( 397,000 ) ( 73,000 )

Net realized loss on investments

Stock-based compensation 1,587,000 3,015,000

2 unchanged sentences

( 5,472,000 ) ( 7,534,000 )

Loss on issuance of convertible debentures

Gain on High Trail extinguishment ( 3,965,000 ) —

Impairment of internal-use software

Loss on intangible assets and other long-lived assets impairment

Loss on ROU asset impairment

Loss on property and equipment disposal 1,404,000 —

Intangible assets and other long-lived assets impairment

Disposal of property and equipment

19,000 284,000

Cost of leased equipment sold to customer 215,000 98,000

8 unchanged sentences

Investing Activities:

Purigen acquisition, return of purchase consideration from escrow

Purchases of property and equipment — ( 26,000 )

1 unchanged sentence

Sale and maturity of available for sale securities 50,701,000 158,169,000

Net cash provided by investing activities 70,842,000 79,531,000

Net cash (used in)/provided by investing activities

( 14,066,000 ) 47,586,000

Financing activities:

4 unchanged sentences

( 919,000 ) ( 386,000 )

Proceeds from sale of common stock under employee stock purchase plan 10,000 92,000

Proceeds from warrant and option exercises 4,000 23,000

Proceeds from issuance of convertible debentures

Proceeds from warrant exercises

Payments on High Trail Notes

2 unchanged sentences

( 1,500,000 ) —

Debt issuance costs on sale of convertible debentures

( 1,444,000 ) —

Payments of retirement fees for redemption of High Trail Notes

( 5,375,000 ) —

Net cash (used in)/provided by financing activities

Net cash provided by/(used in) financing activities

10,891,000 ( 21,618,000 )

12 unchanged sentences

Transfer of instruments and servers from inventory to property and equipment, net $ 449,000 $ 3,505,000

Property and equipment included in accounts payable $ — $ 434,000

Debt issuance costs included in accounts payable

Issuance of common stock for convertible debentures payable

$ 350,000 $ —

Fees paid in common stock

$ 1,584,000 $ —

See accompanying notes to the unaudited condensed consolidated financial statements.

5 unchanged sentences

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

The Company offers optical genome mapping (“OGM”) solutions for applications across basic, translational and clinical research, and for other applications including bioprocessing.

The Company offers optical genome mapping (“OGM”) solutions, diagnostic services and software for applications across basic, translational and clinical research, and for other applications including bioprocessing.

The Company offers a platform-agnostic software solution, which integrates next-generation sequencing, microarray and OGM data designed to provide analysis, visualization, interpretation and reporting of copy number variants, single-nucleotide variants and absence of heterozygosity across the genome in one consolidated view.

The Company also offers nucleic acid extraction and purification solutions using proprietary isotachophoresis (“ITP”) technology.

Through its Bionano Laboratories, (“Bionano Laboratories”) business, the Company also provides OGM-based diagnostic testing services.

Through its wholly-owned subsidiary, Lineagen Inc.

(doing business as Bionano Laboratories), the Company also provides OGM-based diagnostic testing services.

Reverse Stock Split

On August 4, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a ratio of 1-for-10.

On January 24, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a ratio of 1-for-60.

The reverse stock split did not change the par value or the authorized number of shares of the Company’s common stock.

The accompanying consolidated financial statements and notes to the consolidated financial statements present the retroactive effect of the reverse stock split on the Company’s common stock and per share amounts for all periods presented.

The Company’s condensed consolidated financial statements and notes to the condensed consolidated financial statements present the retroactive effect of the reverse stock split on the Company’s common stock and per share amounts for all periods presented.

Basis of Presentation

9 unchanged sentences

Liquidity and Going Concern

The Company has experienced recurring net losses from operations, negative cash flows from operating activities, and accumulated deficit since its inception and expects to continue to incur net losses into the foreseeable future.

As of September 30, 2024, the Company had approximately $ 8.8 million in cash and cash equivalents, $ 3.2 million in short-term investments and $ 11.4 million in restricted cash and investments.

The amount we are required to hold as restricted cash or investments is equal to the lesser of (a) $ 11.0 million and (b) the then outstanding principal balance of the Debentures (as defined in Note 5 (Debt) below).

As of September 30, 2024 the Company had $ 17.0 million of principal outstanding under the Debentures (see Note 5 (Debt)) and an accumulated deficit of $ 673.1 million.

During the nine months ended September 30, 2024, the Company used $ 62.4 million of cash in operations.

The Company has experienced recurring net losses from operations and negative cash flows from operating activities since its inception, has a significant accumulated deficit and expects to continue to incur net losses into the foreseeable future.

As of March 31, 2025, the Company had approximately $ 3.6 million in cash and cash equivalents, $ 14.6 million in short-term investments, $ 11.0 million in restricted short-term investments and working capital of $ 18.5 million.

The amount the Company is required to hold as restricted cash or investments is equal to the lesser of (a) $ 11.0 million and (b) the then outstanding principal balance of the Debentures (as defined in Note 5 (Debt) in these notes accompanying the unaudited condensed consolidated financial statements).

As of March 31, 2025 the Company had $ 13.6 million of principal outstanding under the Debentures (see Note 5 (Debt) to our unaudited condensed consolidated financial statements) and an accumulated deficit of $ 696.3 million.

During the three months ended March 31, 2025, the Company used $ 2.8 million of cash in operations.

Management expects operating losses and negative cash flows to continue for at least the next year as the Company continues to incur costs related to product development and commercialization efforts.

Management has prepared cash flows forecasts which indicate that based on the Company’s expected operating losses and negative cash flows, there is substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that the unaudited condensed consolidated financial statements for the nine months ended September 30, 2024, are issued.

Management has prepared cash flows forecasts which indicate that based on the Company’s expected operating losses and negative cash flows, there is substantial doubt about the Company’s ability to continue as a going concern within 12 months after the date that the unaudited condensed consolidated financial statements for the three months ended March 31, 2025, are issued.

Management’s ability to continue as a going concern is dependent upon its ability to raise additional funding.

Management’s plans to raise additional capital to fulfill its operating and capital requirements for at least 12 months include public or private equity or debt financings.

However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all, and if the Company is

unable to raise sufficient additional capital in the very near term, it may need to further curtail or cease operations and seek protection by filing a voluntary petition for relief under the United States Bankruptcy Code.

Company may not be able to secure such financing in a timely manner or on favorable terms, if at all, and if the Company is unable to raise sufficient additional capital in the very near term, it may need to further curtail or cease operations and seek protection by filing a voluntary petition for relief under the United States Bankruptcy Code.

Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders.

1 unchanged sentence

Significant Accounting Policies

During the three and nine months ended September 30, 2024, there were no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Restructuring

During the three months ended March 31, 2025, there were no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Restructuring Expenses

The Company’s restructuring expense consists primarily of actions taken in May and October 2023 (the “2023 Workforce Reductions”) and March and September 2024 (the “2024 Workforce Reductions”) in order to reduce costs and improve operations and manufacturing efficiency.

Severance-related costs were accounted for as a one-time termination benefit communicated by period end without an additional service component, so the charge represents the total amount expected to be incurred.

As a result of reducing facility costs and discretionary spending unrelated to headcount and combined with the cost savings from the 2023 Workforce Reductions and 2024 Workforce Reductions, such plans are intended to decrease expenses and maintain a streamlined organization to support its business.

In connection with the Company’s restructuring initiatives, the Company entered into a lease termination agreement on February 28, 2024 with the landlord for the facility in Salt Lake City that resulted in a one-time termination fee of approximately $ 0.2 million in the third quarter of 2024.

As a result of reducing facility costs and discretionary spending unrelated to headcount and combined with the cost savings from the 2023 Workforce Reductions and 2024 Workforce Reductions, such plans were intended to decrease expenses and maintain a streamlined organization to support the Company’s business.

The Company continued to lease the property through June 2024.

The Company accounted for the lease amendment as a lease modification and recorded a gain of $ 0.1 million during the three months ended March 31, 2024.

On March 1, 2024, and September 4, 2024, the Company’s board of directors approved restructuring plans, including reductions in force, that it expects to reduce the Company’s annualized operating expenses.

On March 1, 2024, and September 4, 2024, the Company’s board of directors approved restructuring plans, including reductions in force, that was expected to reduce the Company’s annualized operating expenses.

The 2024 Workforce Reductions were incremental to the 2023 Workforce Reductions.

As part of the 2024 Workforce Reductions, the Company reduced its overall headcount by approximately 120 and 83 employees in March and September 2024, respectively.

The Company has substantially completed the reduction in force from the 2024 Workforce Reductions as of October 4, 2024.

In addition, as of September 30, 2024, Bionano Laboratories has phased out the offering of certain testing services related to neurodevelopmental disorders, including autism spectrum disorders, and other disorders of childhood development.

The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the reduction in force.

See Note 7 (Commitments and Contingencies) for additional information.

Impairment of In-Process Internal-Use Software

In-process internal-use software or cloud computing arrangements are reviewed for impairment if indicators of potential impairment exist.

In September 2024, Bionano announced a change in its business strategy to focus on driving utilization and adoption of OGM from the Company’s existing installed base, with less emphasis on new placements of the Company’s OGM systems, which resulted in a change in the manner in which the Company’s in-process internally developed software would be used;

therefore, it became probable that the software would not be placed into service.

The Company fully impaired the project, and recorded a loss of $ 1.3 million included in intangible assets and other long-lived assets impairments on the unaudited condensed consolidated statement of operations during the three and nine months ended September 30, 2024.

No impairment loss to the Company’s internal-use software was recorded during the same period in 2023.

The Company’s in-process internal-use software was recorded in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets.

The Company had completed the reduction in force from the 2024 Workforce Reductions as of December 31, 2024.

In addition, as part of the 2024 Workforce Reductions, Bionano Laboratories phased out the offering of certain testing services related to neurodevelopmental disorders, including autism spectrum disorders, and other disorders of childhood development.

The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the reductions in force.

See Note 7 (Commitments and Contingencies in these notes accompanying the unaudited condensed consolidated financial statements) for additional information.

Impairment of Long-Lived Assets (including Finite-Lived Intangible Assets)

8 unchanged sentences

The Company recognized an impairment loss of $ 0.4 million during the three months ended March 31, 2024.

During the three months ended September 30, 2024, the Company experienced a triggering event and identified indicators of impairment in all of its asset groups as a result of the restructuring initiatives and change in business strategy announced in September 2024.

The Company assessed the recoverability of each asset group and concluded the legacy OGM Bionano and Purigen asset groups were not recoverable.

Therefore, the Company was required to perform an impairment analysis to determine the fair value of the legacy OGM Bionano and Purigen asset groups as further described below.

The Company evaluated the fair value of the finite-lived assets of the legacy OGM Bionano asset group.

The Company evaluated the fair value of the reagent rental instruments based on expected sales price and recorded an impairment loss of $ 2.6 million.

The estimates and assumptions used in the assessment of the reagent rental instrument impairments represent Level 2 measurements because they are supported by quoted prices for similar assets in markets where trading occurs.

The impairment loss associated with these reagent rental instruments was recorded to cost of product revenue in the Company’s unaudited condensed consolidated statement of operations.

Underperforming assets that were subject to impairment are included in the install base.

The Company evaluated the fair value of the finite-lived intangible assets of the Purigen asset group, consisting of the Purigen trade name, customer relationships and developed technology, as well as the operating lease right-of-use asset and related office equipment and leasehold improvements.

To estimate the fair value of the intangible assets, the Company utilized the discounted cash flow method to estimate the fair value of the asset group.

The Company identified that no projected after-tax cash flows would be generated from the Purigen intangible assets and that the cost to maintain and sell the Purigen products exceeded the expected revenue to be generated from the asset group.

The carrying value of the Purigen intangible assets therefore exceeded its fair value and the Company recorded an impairment loss of $ 17.3 million for the intangible assets.

The Company estimated the fair value of the right-of-use asset and related office equipment and leasehold improvements for the Pleasanton, California facility and recorded an impairment loss of $ 0.8 million.

The fair value of the right-of-use asset and related office equipment and leasehold improvements was estimated using the discounted future cash flow methods, which includes estimates and assumptions for future sublease rental rates that reflect current sublease market conditions as well as discount rates.

The Company also recorded $ 0.1 million of leasehold improvements and office equipment impairments related to the Pleasanton, California facility.

The estimates and assumptions used in the assessment of intangible assets, right-of-use assets and related office equipment and leasehold improvement impairments represent Level 3 measurements because they are supported by little or no market activity and reflect the Company’s assumptions in measuring fair value.

The impairment losses were recognized in intangible assets and other long-lived assets impairment in the unaudited condensed consolidated statement of operations.

No impairment losses were recorded during the three or nine months ended September 30, 2023.

No impairment losses were recorded during the three months ended March 31, 2025.

The Company reviews its inventories for classification purposes.

The value of inventories not expected to be realized in cash, sold or consumed during the next 12 months are classified as non-current within other long-term assets.

As of September 30, 2024, $ 2.0 million of inventories were included in other long-term assets.

During the three months ended September 30, 2024, the Company recorded a $ 7.2 million write-off of its Saphyr instrument spare parts and other obsolete inventory as a result of the Company’s restructuring initiatives and change in business strategy announced in September 2024.

As of March 31, 2025, $ 1.9 million of inventories were included in other long-term assets.

Loss on disposal of property and equipment

Loss on disposal of property and equipment includes the net book value of assets that have been abandoned or retired and consists primarily of our leasehold improvements, furniture, equipment and fixtures that were abandoned and disposed of in the normal course of business.

We recorded a loss on disposal of property and equipment of $ 1.4 million as of September 30, 2024.

We recorded an immaterial loss on disposal of property and equipment during the three months ended March 31, 2025 and $ 0.3 million during the three months ended March 31, 2024.

Change in depreciable lives of property and equipment

1 unchanged sentence

This review indicated that the actual lives of the Company’s Saphyr® and Stratys™ instruments were longer than the estimated useful lives used for depreciation purposes in the Company’s unaudited condensed consolidated financial statements.

As a result, effective January 1, 2024, the Company changed its estimates of the useful lives of the Company’s Saphyr and Stratys instruments to better reflect the

estimated period during which these assets will remain in service.

As a result, effective January 1, 2024, the Company changed its estimates of the useful lives of the Company’s Saphyr and Stratys instruments to better reflect the estimated period during which these assets will remain in service.

The estimated useful lives of the Company’s Saphyr and Stratys instruments were increased from 5 to 7 years.

The effect of this change in estimate reduced depreciation expense by $ 1.8 million for the fiscal year 2024.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires additional disclosure about specific expense categories in the notes to financial statements.

The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures.

There were no changes to the depreciable lives of property and equipment during the three months ended March 31, 2025.

Segment Reporting

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance.

The Company’s CODM is its Chief Executive Officer.

The Company has determined it has one operating and reportable segment.

Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance.

The Company’s measure of segment performance on a consolidated basis is consolidated net loss.

The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total assets.

Refer to the unaudited condensed consolidated statements of operations and comprehensive loss for the Company’s measure of profit (loss).

See Note 9 (Segment Reporting) in these notes accompanying the unaudited condensed consolidated financial statements for additional information.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and related disclosures.

Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses for all public entities, including public entities with a single reportable segment.

On an annual and interim basis, entities are required to disclose significant segment expenses that are regularly provided to the CODM.

The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted the new standard in the fourth quarter of 2024 which did not have a material impact on its consolidated financial statements.

See Note 9 (Segment Reporting) in these notes accompanying the unaudited condensed consolidated financial statements for disclosures related to the Company’s segment reporting.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis.

Early adoption is

The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires additional disclosure about specific expense categories in the notes to financial statements.

The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures.

1 unchanged sentence

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period.

The Pre-Funded Warrants (as defined below) issued in the April 2024 Registered Direct Offering and the July 2024 Registered Direct Offering (each as defined below) were exercised in full and included in the weighted-average number of common shares outstanding (See Note 6 (Stockholder’s Equity and Stock-Based Compensation) for further information).

Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period.

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

The Company’s potentially dilutive securities which include outstanding common warrants to purchase common stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), and outstanding stock options under the Company’s equity incentive plans 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 because all potentially dilutive securities were anti-dilutive.

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):

September 30,

2024 September 30,

Stock options 3,782,000 3,527,000

Warrants 65,456,000 40,000

Convertible debentures into common stock

The Company’s potentially dilutive securities which include outstanding convertible debentures and High Trail Notes (as defined in Note 5), outstanding common warrants to purchase common stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), and outstanding stock options under the Company’s equity incentive plans 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 due to the Company’s net loss position.

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

2025 March 31,

Common stock options

169,000 51,000

Common warrants

2,080,700 362,000

Convertible debentures and High Trail Notes

842,000 142,000

RSUs 5,210 3,000

PSUs 29,000 29,000

Total 3,096,910 558,480

1 unchanged sentence

Revenue by Source

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

2024 2023 2024 2023

Three Months Ended March 31,

Instruments $ 689,000 $ 1,614,000

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Revenue by Geographic Location

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

2024 2023 2024 2023

$ % $ % $ % $ %

Three Months Ended March 31,

Americas $ 3,058,000 47.4 % $ 4,690,000 53.5 %

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

For the three months ended September 30, 2024 and 2023, the United States represented 32.3 % and 51.2 % of total revenue, respectively.

For the nine months ended September 30, 2024 and 2023, the United States represented 38.3 % and 44.2 % of total revenue, respectively.

For the nine months ended September 30, 2023, China represented 10.3 % of total revenue.

No other countries represented greater than 10% of total revenue during the three and nine months ended September 30, 2024 and 2023.

For the three months ended March 31, 2025 and 2024, the United States represented 38.4 % and 42.6 % of total revenue, respectively.

No other countries represented greater than 10% of total revenue during the three months ended March 31, 2025 and 2024.

Remaining Performance Obligations

As of September 30, 2024, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was approximately $ 1.5 million.

As of March 31, 2025, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was approximately $ 1.3 million.

These remaining performance obligations primarily relate to extended warranty, support and maintenance obligations, as well as obligations related to software under hosting arrangements.

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Warranty revenue is included in service and other revenue.

The Company recognized revenue of approximately $ 0.6 million and $ 0.2 million during the three months ended September 30, 2024 and 2023, respectively, which was included in the contract liability balance at the end of the year preceding each period, and revenue of approximately $ 1.3 million and $ 1.3 million during the nine months ended September 30, 2024 and 2023, respectively, which was included in the contract liability balance at the end of the year preceding each period.

The Company recognized revenue of approximately $ 0.7 million and $ 0.6 million during the three months ended March 31, 2025 and 2024, respectively, which was included in the contract liability balance at the end of the year preceding each period .

Balance Sheet Account Details

Accounts Receivable and Allowance for Credit Losses

September 30,

2025 December 31,

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$ 3,354,000 $ 4,752,000 $ 9,319,000

Changes to the allowance for credit losses during the nine months ended September 30, 2024 and 2023 were as follows:

Changes to the allowance for credit losses during the three months ended March 31, 2025 and 2024 were as follows:

Allowance for Credit Losses

Balance as of January 1, 2024

$ ( 483,000 )

Provision for expected credit loss —

Balance as of September 30, 2023

Balance as of March 31, 2024

$ ( 428,000 )

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Provision for expected credit loss —

Balance as of September 30, 2024

Balance as of March 31, 2025

$ ( 108,000 )

The Company’s analysis included an assessment of our aged trade receivables balances and their underlying credit risk characteristics.

Our evaluation of past events, current conditions, and reasonable and supportable forecasts about the future resulted in an expectation of immaterial credit losses.

The Company’s analysis included an assessment of aged trade receivables balances and their underlying credit risk characteristics.

The Company’s evaluation of past events, current conditions, and reasonable and supportable forecasts about the future resulted in an expectation of immaterial credit losses.

The components of inventories are as follows:

September 30,

2025 December 31,

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Intangible assets that are subject to amortization consisted of the following for the periods presented:

September 30, 2024

March 31, 2025

December 31, 2024

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Intangibles, net $ 26,800,000 $ ( 18,537,000 ) $ 8,263,000 $ 26,800,000 $ ( 17,197,000 ) $ 9,603,000

Intangible assets not subject to amortization totaled $ 0.1 million at September 30, 2024 and December 31, 2023, and related to the Company’s domain name.

See Note 1 (Organization and Basis of Presentation) for further discussion on the impairment charges impacting the Company’s intangible assets in the period.

Intangible assets not subject to amortization totaled $ 0.1 million at March 31, 2025 and December 31, 2024, and related to the Company’s domain name.

See Note 1 (Organization and Basis of Presentation) in these notes accompanying the unaudited condensed consolidated financial statements for further discussion on the impairment charges impacting the Company’s intangible assets in the period.

Accrued Expenses

Accrued expenses consist of the following:

September 30,

2025 December 31,

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$ 1,860,000 $ 1,983,000

Customer deposits 17,000 17,000

Taxes payable 660,000 729,000

Insurance 403,000 16,000

Accrued liability for fees to be paid in common stock — 1,584,000

Professional fees and royalties 307,000 402,000

Warranty liabilities 567,000 276,000

Accrued clinical study fees 10,000 138,000

Customer deposits — 17,000

Other 140,000 634,000

Total $ 3,937,000 $ 5,641,000

*Compensation expenses include restructuring costs of $ 1.0 million as of September 30, 2024.

Refer to Note 7 (Commitments and Contingencies).

JGB Debentures

On May 24, 2024, the Company entered into a securities purchase agreement with certain accredited investors (the “Holders”) and JGB Collateral LLC, as collateral agent for the Holders, for the sale by the Company in a private placement (the “JGB Debentures Offering”) of:

• 2.25 million shares (the “Shares”) of the Company’s common stock, par value $ 0.0001 per share (“Common Stock”), and

• 38,000 shares (the “Shares”) of the Company’s common stock, and

• Senior Secured Convertible Debentures in the aggregate principal amount of $ 20.0 million (the “Debentures”), for an aggregate purchase price of $ 18.0 million.

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The Debentures mature on May 24, 2026, and have an interest rate of 11 % per annum payable monthly on the last business day of each calendar month.

As of September 30, 2024, the Company has paid the Holders $ 0.8 million in interest, which is included in the change in fair value within other income (expense), net.

For the three months ended March 31, 2025, the Company had paid the Holders $ 0.4 million in interest, which is included in the change in fair value within other income (expense), net.

The Company recorded the Debentures at their fair value at issuance of $ 19.9 million, per the fair value option under ASC 825 (refer to Note 8 (Investments and Fair Value Measurements)) and they will be measured on a recurring basis and adjusted through other income and expense, net.

The Shares were recorded at $ 0 in common stock and additional paid in capital, which represents the residual amount after allocation of proceeds to the Debentures at fair value.

The Company recognized an initial loss on the issuance of the Debentures of $ 1.9 million for the difference between the fair value of the Debentures and proceeds from the transaction, which is recorded in other income (expense) on the unaudited condensed consolidated statement of operations.

The Company recognized an initial loss on the issuance of the Debentures of $ 1.9 million for the difference between the fair value of the Debentures and proceeds from the transaction, which was recorded in other income (expense) on the unaudited condensed consolidated statement of operations.

The Company incurred debt issuance costs of $ 1.7 million related to the JGB Debentures Offering, which was charged to interest expense and recorded in other income (expense) on the unaudited condensed consolidated statement of operations.

On July 24, 2024, the Holders of the Debentures requested that the Company redeem up to $ 1.0 million per calendar month of its Debentures.

The table below shows the amount of potential redemptions each year until the maturity of the Debentures.

As of September 30, 2024, the Company has paid the Holders $ 3.0 million in principal redemptions.

The Company may redeem the Debentures, subject to certain Equity Conditions (as defined in the Debentures), at any time by paying an amount equal to the entire outstanding principal amount of the Debenture, plus all accrued and unpaid interest, plus the applicable Company Redemption Premium (as defined in the Debentures, the “Premium”) plus any other amounts due and payable under the Debentures.

The Holders of the Debentures requested that the Company redeem up to $ 1.0 million per calendar month of its Debentures may request redemption up to $ 0.5 million per calendar month beginning in January 2025 to July 2025, and up to $ 1.4 million from August 2025 onward.

The table below shows the amount of potential redemptions each year until the maturity of the Debentures as of March 31, 2025.

The Company may redeem the Debentures, subject to certain Equity Conditions (as defined in the Debentures), at any time after August 2025 by paying an amount equal to the entire outstanding principal amount of the Debenture, plus all accrued and unpaid interest, plus the applicable Company Redemption Premium (as defined in the Debentures, the “Premium”) plus any other amounts due and payable under the Debentures.

The Premium is an amount equal to 112 % of the principal amount of the Debenture if the redemption is prior to the first anniversary of the original issue date, or 106 % of the principal amount of the Debenture if the redemption is on or after the first anniversary of the original issue date.

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declared immediately due and payable, including certain types of bankruptcy or insolvency events of default involving the Company and its subsidiaries, and in the event of a change of control or fundamental transaction as defined in the Debentures.

As of September 30, 2024 the Company had $ 17.0 million of principal outstanding under the Debentures reported at fair value of $ 15.0 million (refer to Note 8 (Investments and Fair Value Measurements), for fair value measurements and additional discussion) and activity broken out as follows:

As of March 31, 2025 the Company had $ 13.6 million of principal outstanding, including $ 0.5 million of the “Fill-Up Amount” (as defined in the JGB Amendment).

The Fill-Up Amount represents the shares issuable to adjust for stock price volatility between the date of the settlement agreement and the effective date of the resale registration statement registering such shares for issuance.

The Fill-Up Amount shall be payable by adding each Holder’s pro rata share of the Fill-Up Amount to its Debenture.

Refer to Note 8 (Investments and Fair Value Measurements), for fair value measurements and additional discussion.

The activity for the three months ended March 31, 2025 was as follows:

Principal balance, January 1, 2025

Issuance of convertible debentures

Redemption payments of principal

( 1,500,000 )

Debentures principal balance, September 30, 2024

Debentures principal balance, March 31, 2025

JGB Amendment

On December 31, 2024, the Company entered into an amendment of the Debentures (the “JGB Amendment”) with the Holders thereof.

Pursuant to the JGB Amendment, the parties agreed that (i) no amortization payment would be paid in December 2024;

(ii) the maximum monthly amortization payments due between January 2025 and July 2025 would be reduced from $ 1.0 million per month to $ 0.5 million per month;

(iii) the maximum monthly amortization payments due from August 2025 through repayment in full of the principal aggregate amount would be $ 1.4 million per month;

(iv) the conversion price of the Debentures would be reduced from $ 120.00 to $ 16.20 ;

and (v) the Debentures would become non-callable by the Company until August 2025.

As consideration for the JGB Amendment, the Company issued to the Holders approximately 83,000 shares of its common stock (the “Private Placement Shares”).

The Company accounted for the JGB Amendment as a debt extinguishment and recognized a loss on the extinguishment of the convertible debentures payable of $ 7.3 million, which was recorded in other income (expense) on the consolidated statement of operations as of December 31, 2024.

On January 3, 2025, the Holders had converted $ 0.4 million principal into approximately 22,000 shares of the Company’s common stock, at the conversion price of $ 16.20 per share (as adjusted for the reverse stock split).

High Trail Agreement & Amendment

On February 27, 2024, the Company entered into a letter agreement with High Trail and an amendment to the Registered Note (the “High Trail Amendment”) which provided for, among other things, the following:

On February 27, 2024, the Company entered into a letter agreement and an Amendment to the Registered Note (the “Note Amendment”), with the Purchaser of the High Trail Notes which provided for, among other things, the following:

• Reduction of the minimum available liquidity covenant from $ 50.0 million to $ 25.0 million;

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• Cancellation of the March 2024 partial redemption payment and delay of the April 2024 partial redemption payment;

• Redemption of the outstanding $ 17.0 million balance of the privately placed senior secured convertible notes payable due 2025 (the “High Trail Private Placement Notes”) at a redemption price of 115 % for a total redemption payment of approximately $ 19.6 million;

• Redemption of the outstanding $ 17.0 million balance of the privately placed senior secured convertible notes payable due 2025 (the “High Trail Private Placement Notes” and together with the High Trail Registered Notes, the “High Trail Notes”) at a redemption price of 115 % for a total redemption payment of approximately $ 19.6 million;

• Redemption of approximately $ 10.7 million of the High Trail Registered Notes at a redemption price of 115 % for a total redemption payment of approximately $ 12.3 million;

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High Trail Redemption Agreement

On May 23, 2024, in connection with the JGB Debentures Offering, the Company entered into a redemption agreement with High Trail (the “HT Agreement”).

Pursuant to the HT Agreement, the Company agreed to redeem the entire outstanding principal amount of $ 15.3 million under the High Trail Note at a redemption price of 115 % for a total redemption payment of $ 17.6 million (the “Redemption Payment”).

On May 23,2024, in connection with the JGB Debentures Offering, the Company entered into a redemption agreement with High Trail (the “High Trail Agreement”).

Pursuant to the High Trail Agreement, the Company agreed to redeem the entire outstanding principal amount of $ 15.3 million under the High Trail Note at a redemption price of 115% for a total redemption payment of $ 17.6 million (the “Redemption Payment”).

Upon High Trail’s receipt of the Redemption Payment on May 24, 2024, the High Trail Note and related Option were cancelled.

In addition, the Company agreed to pay High Trail a retirement fee of $ 2.2 million and to reimburse High Trail for all of its reasonable and documented out-of-pocket expenses incurred with the release and termination of security interests relating to the High Trail Note.

The Company recognized a loss on the extinguishment of the High Trail Note of $ 1.1 million, and a gain on the extinguishment of the Purchase Option (as defined in Note 7 (Commitments and Contingencies) below) of $ 5.1 million, for a net gain of $ 4.0 million, which is recorded in other income (expense) on the unaudited condensed consolidated statement of operations.

As of September 30, 2024, the Company had no principal outstanding under the High Trail Note (refer to Note 8 (Investments and Fair Value Measurements), for fair value measurements and additional discussion) and activity broken out as follows:

Principal balance, January 1, 2024

Partial redemption of principal

Redemption payment of principal

In addition to redeeming $ 15.3 million and $ 27.7 million of the principal outstanding under the High Trail Note on May 24, 2024, and March 1, 2024, respectively, for an aggregate principal redemption of $ 43.0 million at the aggregate Redemption Price of $ 49.5 million, the Holders redeemed $ 4.5 million each of principal on January 1, 2024, February 1, 2024, April 20, 2024, and May 1, 2024, for an aggregate principal redemption of $ 18.0 million at an aggregate Repayment Price of $ 20.7 million.

Under the terms of the High Trail Notes, the Holders had the option to redeem a portion of the Notes not to exceed $ 4.5 million principal on the first day of each month beginning November 1, 2023, at the Repayment Price.

The April 2024 payment was delayed to April 20, 2024, under the High Trail Amendment as discussed above.

The Company recognized a loss on the extinguishment of the High Trail Note of $ 1.1 million, and a gain on the extinguishment of the Purchase Option (as defined in Note 8 (Investments and Fair Value Measurements)) of $ 5.1 million, for a net gain of $ 4.0 million, which was recorded in other income (expense) on the unaudited condensed consolidated statement of operations in May 2024 upon extinguishment.

As of March 31, 2025, the Company had no principal outstanding under the High Trail Notes (refer to Note 8 (Investments and Fair Value Measurements), for fair value measurements and additional discussion).

In addition to redeeming $ 15.3 million and $ 27.7 million of the principal outstanding under the High Trail Notes on May 24, 2024, and March 1, 2024, respectively, for an aggregate principal redemption of $ 43.0 million at the aggregate Redemption Price of $ 49.5 million, the Holders redeemed $ 4.5 million each of principal on January 1, 2024, February 1, 2024, April 20, 2024, and May 1, 2024, for an aggregate principal redemption of $ 18.0 million at an aggregate Repayment Price of $ 20.7 million.

Under the terms of the High Trail Notes, the Holders had the option to redeem a portion of the High Trail Notes not to exceed $ 4.5 million principal on the first day of each month beginning November 1, 2023, at the Repayment Price.

The April 2024 payment was delayed to April 20, 2024, under the Note Amendment as discussed above.

Other Income (Expense), Net

The following is a summary of the charges included within other income (expense), net on the unaudited condensed consolidated statement of operations:

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

2024 2023 2024 2023

Debt issuance costs on sale of convertible debenture

$ — $ — $ ( 1,444,000 ) $ —

Three Months Ended March 31,

Other interest expense

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5,071,000 ( 1,153,000 )

Other expense

1,000 26,000 ( 578,000 ) ( 113,000 )

Gain on High Trail extinguishment — — 3,965,000 —

Loss on issuance of convertible debentures

Other income (expense)

94,000 ( 86,000 )

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Reverse Stock Split

On August 4, 2023, the Company completed a reverse stock split of its outstanding shares of common stock pursuant to which every 10 shares of issued and outstanding common stock were exchanged for one share of common stock.

On January 24, 2025, the Company completed a reverse stock split of its outstanding shares of common stock pursuant to which every 60 shares of issued and outstanding common stock were exchanged for one share of common stock.

No fractional shares were issued in the reverse stock split.

Instead, the Company paid cash (without interest) equal to such fraction multiplied by $ 5.90 per share (a price equal to the average of the closing sales prices of the common stock on The Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding August 4, with such average closing sales prices being adjusted to give effect to a Reverse Stock Split).

Instead, the Company paid cash (without interest) equal to such fraction multiplied by $ 9.75 per share (a price equal to the average of the closing sales prices of the common stock on The Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding January 27, 2025, with such average closing sales prices being adjusted to give effect to a Reverse Stock Split).

All share and per share amounts included within these condensed consolidated financial statements have been retrospectively adjusted to reflect the reverse stock split.

Sale of Common Stock

Cowen At-the-Market Facility

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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.

During the nine months ended September 30, 2024, the Company sold approximately 14.2 million shares of common stock under the Cowen ATM at an average share price of $ 1.25 per share, and received gross proceeds of approximately $ 17.7 million before deducting offering costs of $ 0.4 million.

In October 2024, the Company sold approximately 3.6 million shares of common stock under the Cowen ATM at an average share price of $ 0.34 per share, and received gross proceeds of approximately $ 1.2 million before deducting offering costs of approximately $31,000.

In January 2025, the Company sold approximately 0.1 million shares of common stock under the Cowen ATM at an average share price of $ 18.94 per share, and received gross proceeds of approximately $ 1.9 million before deducting offering costs of $ 0.05 million.

On February 4, 2025, the Company provided notice of its termination, effective February 14, 2025, of the Cowen ATM.

Wainwright At-the-Market Facility

On February 21, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 75.0 million, through or to Wainwright, acting as sales agent or principal.

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

In February and March 2025, the Company sold approximately 0.4 million shares of common stock under the ATM Agreement at an average share price of $ 3.84 per share, and received gross proceeds of approximately $ 1.4 million before deducting offering costs of $ 0.05 million.

In April and May 2025, the Company sold approximately 0.3 million shares of common stock under the ATM Agreement at an average share price of $ 4.11 per share, and received gross proceeds of approximately $ 1.3 million before deducting offering costs of $ 0.05 million.

Stock Warrants

A summary of the Company’s warrant activity during the nine months ended September 30, 2024 was as follows:

A summary of the Company’s warrant activity during the three months ended March 31, 2025 was as follows:

Shares of Stock under Warrants Weighted-

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Canceled — — — —

Outstanding at September 30, 2024

Outstanding at March 31, 2025

2,080,700 $ 67.12 0.90 $ —

In connection with the registered direct offerings (as described under the heading “Registered Direct Offerings” below) the Company issued warrants to purchase shares of the Company’s common stock.

Stock Options

A summary of the Company’s stock option activity during the nine months ended September 30, 2024 was as follows:

A summary of the Company’s stock option activity during the three months ended March 31, 2025 was as follows:

Shares of Stock under Stock Options Weighted-

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Canceled ( 3,000 ) 1,016.44 —

Outstanding and expected to vest at September 30, 2024

Outstanding and expected to vest at March 31, 2025

169,000 $ 290.59 9.27 $ —

Vested and exercisable at September 30, 2024

Vested and exercisable at March 31, 2025

30,000 $ 1,375.13 7.01 $ —

For the three months ended September 30, 2024, the weighted-average grant date fair value of stock options granted was $ 0.44 per share.

For the nine months ended September 30, 2024, the weighted-average grant date fair value of stock options granted was $ 0.67 per share.

For the three months ended March 31, 2025, the weighted-average grant date fair value of stock options granted was $ 3.17 per share.

Stock-Based Compensation

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Cost of product revenue $ 37,000 $ 81,000

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Risk-free interest rate 4.1 % 4.0 %

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Restricted Stock Units and Performance Stock Units

The following table summarizes RSU activity during the nine months ended September 30, 2024:

The following table summarizes RSU activity during the three months ended March 31, 2025:

Stock Units Weighted- Average Grant Date Fair Value per Share

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6,000 $ 272.04

Granted 407,000 0.93

Released ( 420 ) 995.24

Forfeited ( 370 ) 193.37

Outstanding at September 30, 2024

Outstanding at March 31, 2025

5,210 $ 235.61

The total fair value of the RSUs that vested during the nine months ended September 30, 2024 was $ 0.8 million, determined as of the date of vesting.

The weighted average remaining contractual term for the RSUs is 3.3 years as of September 30, 2024.

The following table summarizes PSU activity during the nine months ended September 30, 2024:

The total fair value of the RSUs that vested during the three months ended March 31, 2025 was $ 0.4 million, determined as of the date of vesting.

The weighted average remaining contractual term for the RSUs is 2.8 years as of March 31, 2025.

The following table summarizes PSU activity during the three months ended March 31, 2025:

Stock Units Weighted- Average Grant Date Fair Value per Share

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480 $ 2,844.00

Released ( 480 ) 2,844.00

Forfeited — —

Outstanding at September 30, 2024

29,000 $ 47.40

Outstanding at March 31, 2025

During the year ended December 31, 2023, the Company reassessed the implicit service period on its performance-based stock units relative to specified revenue targets and determined that the performance conditions were met from an accounting perspective, but subject to certain certifications and approval from the Compensation Committee;

therefore, the remaining

expense was accelerated as of December 31, 2023.

As a result of the accelerated vesting terms, the weighted average remaining contractual term for the PSUs is 0 years as of September 30, 2024.

therefore, the remaining expense was accelerated as of December 31, 2023.

As a result of the accelerated vesting terms, the weighted average remaining contractual term for the PSUs is 0 years as of March 31, 2025.

On March 14, 2025, the Compensation Committee certified that the Company had achieved the performance goals for the above PSUs.

Executive Option Grants and RSUs

On March 14, 2025, the compensation committee of the Company’s board of directors granted various executive officers stock options to purchase an aggregate of approximately 41,000 shares of common stock at an exercise price of $ 3.47 per share, with an effective grant date and vesting commencement date of March 14, 2025.

These stock option grants were issued from the 2018 Plan.

The shares subject to the stock options shall vest monthly over 48 months beginning on the one-month anniversary of their respective grant dates, such that the stock options shall be fully vested and exercisable on the four-year anniversary of their respective grant dates.

Registered Direct Offerings

On April 4, 2024, the Company entered into a securities purchase agreement (the “April 2024 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “April 2024 Registered Direct Offering”):

(i) an aggregate of approximately 6.5 million shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to an aggregate of approximately 2.2 million shares of common stock (the “April Pre-Funded Warrants”), and (iii) warrants to purchase up to approximately 8.7 million shares of common stock (the “April Purchase Warrants”).

The combined purchase price of each share of common stock and accompanying April Purchase Warrant is $ 1.15 per share.

The combined purchase price of each April Pre-Funded Warrant and accompanying April Purchase Warrant is $ 1.14 (equal to the combined purchase price per share of common stock and accompanying April Purchase Warrant, minus $ 0.001 ).

The gross proceeds to the Company from the April 2024 Registered Direct Offering was $ 10.0 million.

The Company received net proceeds of $ 9.3 million after deducting placement agent fees and other offering expenses of $ 0.7 million payable by the Company.

Each April Purchase Warrant is exercisable for one share of common stock at an exercise price of $ 1.02 per share.

The Purchase Warrants are immediately exercisable as of the date of issuance of April 8, 2024, and will expire on the five-year anniversary of the date of issuance.

The April Pre-Funded Warrants are offered in lieu of shares of common stock and provide that the holder may not exercise any portion of an April Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99 % (or, at the election of the holder, 9.99 %) of the Company’s outstanding common stock immediately following the consummation of the April 2024 Registered Direct Offering.

Each April Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.001 per share.

The April Pre-Funded Warrants are immediately exercisable and were exercised in full at the time of closing.

On July 4, 2024, the Company entered into a securities purchase agreement (the “July 2024 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, (i) in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “July 2024 Registered Direct Offering”):

(a) an aggregate of 11.7 million shares of the Company’s common stock, and (b) pre-funded warrants to purchase up to an aggregate of approximately 5.8 million shares of common stock (the “July Pre-Funded Warrants”), and (ii) in a concurrent private placement (the “Private Placement” and together with the July 2024 Registered Direct Offering, the “July 2024 Offering”), Series A warrants to purchase up to an aggregate of approximately 17.5 million shares of common stock (the “Series A Warrants”) and Series B warrants to purchase up to an aggregate of approximately 17.5 million shares of common stock (the “Series B Warrants”, and together with the Series A Warrants, the “July Purchase Warrants”).

Each share of common stock and each July Pre-Funded Warrant sold pursuant to the July 2024 Purchase Agreement will be accompanied by one Series A Warrant and one Series B Warrant.

The combined purchase price of each share of common stock and accompanying July Purchase Warrants is $ 0.571 per share.

The combined purchase price of each July Pre-Funded Warrant and accompanying July Purchase Warrants is $ 0.571 (equal to the combined purchase price per share of common stock and accompanying July Purchase Warrants, minus $ 0.001 ).

The gross proceeds to the Company from the July 2024 Offering was approximately $ 10.0 million (excluding up to $ 20.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the July Purchase Warrants issued in the Private Placement which is contingent upon the July Stockholder Approval described below), before deducting placement agent fees and other offering expenses payable by the Company.

The Company received net proceeds of $ 9.3 million after deducting placement agent fees and other offering expenses of $ 0.7 million payable by the Company.

Each July Purchase Warrant is exercisable for one share of common stock at an exercise price of $ 0.571 per share beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the July Purchase Warrants (the “July Stockholder Approval”).

The Series A Warrants will expire on the earlier of (i) the 24-month anniversary of the July Stockholder Approval and (ii) 60 days following the later of (a) the date of the public announcement of the occurrence of a medical administrative contractor (including, without limitation, Molecular Diagnostic Services), issuing a final local coverage determination for optical genome mapping for hematological malignancies and (b) the date of the July Stockholder Approval.

The Series B Warrants will expire on the earlier of (i) the five-year anniversary of the July Stockholder Approval and (ii) six months following the later of (a) the date of the public announcement of the occurrence of the Company receiving clearance from the U.S.

Food and Drug Administration for an optical genome mapping system for any indication and (b) the date of the July Stockholder Approval.

Each July Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.001 per share.

The July Pre-Funded Warrants were immediately exercisable and were exercised in full as of September 30, 2024.

The Company adjourned its reconvened Special Meeting of Stockholders originally held on October 2, 2024 and subsequently adjourned to October 30, 2024 (the “Special Meeting”) because a quorum was not present at the time of the reconvened meeting.

The Special Meeting will reconvene on November 27, 2024 to seek stockholder approval for the issuance of the shares of common stock upon exercise of the July Purchase Warrants.

On October 30, 2024, the Company entered into a securities purchase agreement (the “October 2024 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “October 2024 Offering”):

(i) an aggregate of approximately 9.9 million shares (the “Shares”) of the Company’s common stock, (ii) Series C warrants to purchase up to an aggregate of approximately 9.9 million shares of the Company’s common stock (the “Series C Warrants”) and (iii) Series D warrants to purchase up to an aggregate of approximately 9.9 million shares of the Company’s common stock (the “Series D Warrants”, and together with the Series C Warrants, the (“October Purchase Warrants”).

Each share of common stock sold pursuant to the October 2024 Purchase Agreement will be accompanied by one Series C Warrant to purchase one share of common stock and one Series D Warrant to purchase one share of common stock .

The Shares and the October Purchase Warrants are immediately separable and will be issued separately.

The combined purchase price of each Share and accompanying October Purchase Warrants is $ 0.304 per share.

The gross proceeds to the Company from the October 2024 Offering were approximately $ 3.0 million (excluding up to approximately $ 6.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the October Purchase Warrants, which is contingent upon the October Stockholder Approval described below), before deducting placement agent fees and other offering expenses payable by the Company.

Each October Purchase Warrant is exercisable for one share of common stock at an exercise price of $ 0.304 per share beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the October Purchase Warrants (the “October Stockholder Approval”) .

The Series C Warrants will expire on the five-year anniversary of the October Stockholder Approval.

The Series D Warrants will expire on the 18-month anniversary of the October Stockholder Approval.

On January 3, 2025, the Company entered into a securities purchase agreement (the “January 2025 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “January 2025 Offering”) (i) an aggregate of approximately 382,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to an aggregate of approximately 280,000 shares of common stock (the “January Pre-Funded Warrants”) and (iii) warrants to purchase up to an aggregate of approximately 661,000 shares of common stock (the “January Purchase Warrants”).

Each share of common stock and each January Pre-Funded Warrant sold pursuant to the January 2025 Purchase Agreement were accompanied by a January Purchase Warrant.

Both the shares of common stock and the accompanying January Purchase Warrants, and the January Pre-Funded Warrants and the accompanying January Purchase Warrants were immediately separable and were issued separately.

The combined purchase price of each share of common stock and accompanying January Purchase Warrant was $ 15.120 per share.

The combined purchase price of each January Pre-Funded Warrant and accompanying January Purchase Warrant was $ 15.119 (equal to the combined purchase price per share of common stock and accompanying January Purchase Warrant, minus $ 0.001 ).

The gross proceeds to the Company from the January 2025 Offering were approximately $ 10.0 million (excluding up to approximately $ 10.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the January Purchase Warrants which is contingent upon stockholder approval), before deducting placement agent fees and other offering expenses payable by the Company.

Each January Purchase Warrant is exercisable for one share of common stock at an exercise price of $ 15.120 per share beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the January Purchase Warrants (the “Stockholder Approval”).

The January Purchase Warrants will expire on the five-year anniversary of the Stockholder Approval.

The January Pre-Funded Warrants were immediately exercisable and were exercised in full in January 2025.

On January 15, 2025, the Company held a Special Meeting of Stockholders (the “2025 Special Meeting”), and obtained stockholder approval for the issuance of the shares of common stock issuable upon exercise of the Series C warrants and Series D warrants issued in a registered direct offering on October 30, 2024 pursuant to that certain securities purchase agreement and among the Company and certain institutional investors and approval, at the discretion of the Company’s board of directors, of a reverse stock split of the Company’s common stock at a ratio of between 1-for-25 and 1-for-75.

On January 15, 2025, the Company’s board of directors approved a reverse stock split at a ratio of 1-for-60, and on January 24, 2025, the Company filed a certificate of amendment to effect the reverse split ratio chosen by the Company’s board of directors as further described above under the section “Reverse Stock Split.”

Commitments and Contingencies

The Company has entered into various operating lease agreements and a finance lease agreement, primarily relating to our office, laboratory, and manufacturing space.

See Note 11 (Commitments and Contingencies), subsection titled “Leases”, in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2023 for information regarding the Company’s lease agreements.

The future minimum payments under non-cancellable operating and finance leases as of September 30, 2024, are as follows:

The future minimum payments under non-cancellable operating and finance leases as of March 31, 2025, are as follows:

Operating Leases Finance Lease

2 unchanged sentences

47,000 347,000

545,000 346,000

254,000 356,000

Thereafter — 4,857,000

2 unchanged sentences

Total lease liabilities $ 1,592,000 $ 3,783,000

In January 2025, the Company entered into a lease termination agreement with the landlord for the facility in Pleasanton, California, that resulted in a one-time termination fee of approximately $ 0.3 million in the first quarter of 2025.

The Company continued to lease the property through the end of January 2025.

The Company accounted for the lease amendment as a lease termination and recorded a gain of $ 0.4 million during the three months ended March 31, 2025.

Further, the restricted cash of $ 0.4 million held under the letter of credit related to the lease assumed in the acquisition of Purigen in 2022 expired concurrently with the payment of the above termination fee.

Purchase Commitments

The Company is currently negotiating an agreement with its instrument contract manufacturer under which it would make weekly deposits for future inventory purchases through November 21, 2025.

Total payments in 2025 are expected to range from approximately $ 1.7 million to $ 2.0 million.

The payments are intended to create a deposit for inventory Bionano may purchase above the 2025 minimum order quantity and guarantee the availability of certain raw materials previously purchased by the contract manufacturer to build instruments.

The Company will continue to evaluate the financial impact of this commitment and assess the need for future disclosures or accruals in accordance with ASC 450.

As of March 31, 2025, the Company did not accrue any amounts related to this agreement as it was not probable that the amounts would be incurred.

Restructuring

The 2024 Workforce Reductions described in Note 1 (Organization and Basis of Presentation) resulted in total restructuring charges of approximately $ 5.6 million , comprised primarily of severance payments and wages for the 60-day notice period in accordance with the California Worked Adjustment and Retraining Notification (WARN) Act.

The following is a summary of restructuring charges associated with the reduction in force for the three and nine months ended September 30, 2024 including severance and other exit related costs:

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

$ 1,050,000 $ 5,475,000

The 2024 Workforce Reductions described in Note 1 (Organization and Basis of Presentation) comprised primarily of severance payments and wages for the 60-day notice period in accordance with the California Worked Adjustment and Retraining Notification (WARN) Act.

There were no restructuring charges incurred for the three months ended March 31, 2025.

The following is a summary of restructuring charges associated with the reduction in force for the three months ended March 31, 2024 including severance and other exit related costs:

Three Months Ended March 31,

Lease related expenses

720,000 1,767,000

Total restructuring charges including in operating expenses

$ 1,770,000 $ 7,616,000

COGS restructuring

$ 139,000 $ 157,000

Total restructuring charges

$ 1,909,000 $ 7,773,000

The following restructuring liability activity was recorded in connection with the reductions in force for the nine months ended September 30, 2024 included within accrued expenses on the unaudited condensed consolidated financial statements:

The following restructuring liability activity was recorded in connection with the reductions in force for the three months ended March 31, 2025 included within accrued expenses on the unaudited condensed consolidated financial statements:

Accrued restructuring as of January 1, 2025

1 unchanged sentence

Cash payments

( 6,828,000 )

Accrued restructuring as of September 30, 2024

Accrued restructuring as of March 31, 2025

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.

2 unchanged sentences

An estimated loss contingency is accrued in the unaudited condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Based on the Company’s assessment, it currently does not have any material loss exposure as it is not a defendant in any claims or legal actions.

Based on the Company’s assessment, it currently does not have any material loss exposure as it is not a defendant in any material claims or legal actions.

Contingent Consideration

See Note 8 (Investments and Fair Value Measurements) for a discussion of the contingent consideration liability.

See Note 8 (Investments and Fair Value Measurements) to the unaudited condensed consolidated financial statements for a discussion of the contingent consideration liability.

Investments and Fair Value Measurements

3 unchanged sentences

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

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:

September 30, 2024

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024:

March 31, 2025

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

1 unchanged sentence

$ 14,606,000 — $ 14,606,000 —

Total investments:

$ 3,160,000 $ — $ 3,160,000 $ —

Money market funds classified as cash equivalents

1 unchanged sentence

treasuries classified as restricted investments $ 11,000,000 — $ 11,000,000 —

11,000,000 — 11,000,000 —

Total restricted investments:

Convertible debentures payable

$ 13,040,000 $ — $ — $ 13,040,000

Convertible notes payable $ 14,953,000 $ — $ — $ 14,953,000

December 31, 2024

1 unchanged sentence

Level 1 Level 2 Level 3

Corporate notes/bonds 14,360,000 — 14,360,000 —

treasuries $ 302,000 $ 302,000

Total investments:

$ 48,823,000 $ — $ 48,823,000 $ —

Money market funds classified as cash equivalents

$ 5,844,000 $ 5,844,000 $ — $ —

Commercial paper classified as restricted investments 5,432,000 — 5,432,000 —

treasuries classified as restricted investments $ 11,000,000 — $ 11,000,000 —

Total restricted investments:

Convertible debentures payable

$ 20,362,000 $ — $ — $ 20,362,000

Contingent consideration $ 10,890,000 $ — $ — $ 10,890,000

Convertible notes payable $ 69,803,000 $ — $ — $ 69,803,000

Purchase option liability $ 8,534,000 $ — $ — $ 8,534,000

Contingent Consideration

Contingent consideration relates to the acquisitions of BioDiscovery and Purigen.

The outcome of the milestone consideration for all contingent consideration liabilities is binary, meaning the milestones are either achieved or not achieved, and the only other variable factor is the timing of when the milestones are achieved.

The fair value measurement of the contingent consideration liabilities is based on significant inputs not observed in the market (Level 3 inputs).

These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect the Company’s assumptions in measuring fair value.

The BioDiscovery milestone consideration was paid in full in 2023.

Contingent consideration liabilities related to the Purigen acquisition are related to the achievement of two independent milestones with aggregate possible milestone payments totaling $ 32.0 million.

As of September 30, 2024, the Company concluded that the probability of achievement of the two independent milestones was 0 % which resulted in a reduction in the contingent consideration liability to zero.

The fair value of the Purigen contingent consideration as of December 31, 2023 was $ 10.9 million.

The fair value of the Purigen milestones were reassessed on a quarterly basis using a probability weighted model and a Monte Carlo Simulation.

Assumptions used to estimate the fair value of the milestones using a probability weighted model include the probability of achieving independent milestones, anticipated payment date and a discount rate of 13.2 % as of December 31, 2023.

The Company determined the likelihood of each milestone payment which is then applied to the individual payments over the five-year milestone terms.

The probability factors as of December 31, 2023 ranged from 9 % to 49 %.

For the second milestone, a Monte Carlo Simulation was performed to determine the likelihood that the milestone will be achieved to determine the milestone consideration payment.

Assumptions include the projected units, revenue discount rates of 7 % and discount rates of 13.2 % as of December 31, 2023.

JGB Convertible debentures payable, High Trail convertible notes payable and purchase option liability

As of September 30, 2024, the fair value of the JGB convertible debentures maturing in 2026, which were issued on May 24, 2024, was estimated using a scenario-based analysis using a 66.7 % probability attributed to a going concern scenario and 33.3 % attributed to a dissolution scenario.

For the going concern scenario, the fair value was estimated using a lattice model, consistent with previous periods.

The key input assumptions utilized in the going concern scenario are summarized in the table below:

September 30, 2024

December 31, 2023

The fair value of the JGB convertible debentures maturing in 2026, which were issued on May 24, 2024, and the High Trail convertible notes payable that were issued in October 2023, were estimated using a scenario-based analysis as of March 31, 2025 and March 31, 2024, respectively.

The fair value was estimated using a lattice model.

The key input assumptions utilized are summarized in the table below:

Convertible Debentures Payable High Trail Convertible Notes Payable

March 31, 2025

December 31, 2024 March 31, 2024 December 31, 2023

Expected volatility

3 unchanged sentences

Term to maturity (years)

1.08 1.33 0.42 0.80

Debt discount rate

2 unchanged sentences

3.98 % 4.15 % 5.33 % 4.92 %

The September 30, 2024 assumptions in the table above reflect the JGB convertible debentures payable .

For December 31, 2023, the table reflects a weighted average of assumptions based on the fair value of the convertible notes payable from the High Trail Agreement (refer to Note 5 (Debt)).

The volatility is based on an analysis of the Company and its peers’ historical stock price, the risk-free rate is based on US treasury yields, the equity discount rate is based on term-specific US treasury yields, and the debt discount rate is based on the Company’s credit rating.

In the dissolution scenario, the fair value of the JGB convertible debentures was estimated based on an expected recovery rate of 75 % considering certain restricted cash allocable to principal redemption repayments.

The key input assumptions utilized in the dissolution scenario are summarized in the table below:

September 30, 2024

Risk-free interest rate

Expected term to repayment (years)

Dissolution discount rate

The risk-free rate is based on US treasury yields;

the expected term to repayment is based on management’s best estimate calculated by reducing the outstanding principal balance of the debentures as of September 30, 2024 from the $ 11.0 million in restricted cash and investments;

and the dissolution discount rate is based on an analysis of comparable yields for debt instruments with similar credit ratings.

The volatility is based on an analysis of the Company’s historical stock price, the risk-free rate is based on US treasury yields, the equity discount rate is based on term-specific US treasury yields, and the debt discount rate is based on the Company’s credit rating.

In connection with the High Trail Notes, the purchaser was granted an option (the “Purchase Option”) which expired on the maturity date of the High Trail Notes to purchase up to an additional $ 25.0 million aggregate principal amount of private placement notes (the “Subsequently Purchased Notes”) and warrants (refer to Note 5 (Debt)).

1 unchanged sentence

The outstanding amount of the High Trail Notes was redeemed on May 24, 2024, and the Purchase Option rights no longer exist.

The terms used to estimate the fair value of the Subsequently Purchased Notes and warrant underlying the Purchase Option liability (the “Subsequently Purchased Warrants”) as of December 31, 2023 are as follows:

Subsequently Purchased Notes

Subsequently Purchased

December 31, 2023 December 31, 2023

March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023

Expected volatility

3 unchanged sentences

Term to maturity (years)

1.42 1.50 5.00 5.00

Dividend yield

— % — % — % — %

Exercise price

— — $ 3.19 $ 3.19

Debt discount rate

16.50 % 16.60 % — % — %

Equity discount rate

Changes in estimated fair value of contingent consideration liability, convertible debentures payable, convertible notes payable and option liability in the nine months ended September 30, 2024 are as follows:

Consideration

4.79 % 4.46 % — % — %

Changes in estimated fair value of convertible debentures payable in the three months ended March 31, 2025 are as follows:

Debentures Payable (Level 3 Measurement)

Notes Payable (Level 3 Measurement) Option

(Level 3 Measurement)

Balance as of January 1, 2025

Change in estimated fair value, recorded in other income (expense), net

( 5,472,000 )

Issuance of convertible debentures payable, convertible notes payable and option

Conversions to common stock ( 350,000 )

Cash payments on redemptions

( 1,500,000 )

Balance as of March 31, 2025

Changes in estimated fair value of contingent consideration liability, convertible High Trail notes payable and option liability in the three months ended March 31, 2024 is as follows:

Consideration

High Trail Notes Payable (Level 3 Measurement)

(Level 3 Measurement)

Balance as of January 1, 2024

$ 10,890,000 $ 69,803,000 $ 8,534,000

Change in estimated fair value, recorded in selling, general and administrative expenses ( 640,000 ) — —

1 unchanged sentence

— ( 4,060,000 ) ( 3,474,000 )

Change in fair value attributable to instrument-specific credit risk recorded in other comprehensive income (loss)

— ( 1,503,000 ) — —

Cash payments

— — ( 61,000,000 ) —

Cash payments on redemptions

— ( 36,663,000 ) $ —

(Gain)/loss on extinguishment of High Trail

— — 1,095,000 ( 5,060,000 )

Balance as of September 30, 2024

Balance as of March 31, 2024

$ 10,250,000 $ 29,080,000 $ 5,060,000

We evaluated the change in fair value attributable to instrument-specific credit risk as the excess of the total change in fair value over the change in fair value attributable to changes in the valuation model described above and determined that the total change in fair value of $ 1.5 million for the three months ended September 30, 2024 was attributable to instrument-specific credit risk which is recorded in other comprehensive income (loss).

Changes in estimated fair value of contingent consideration liability in the nine months ended September 30, 2023 is as follows:

Consideration

Balance as of January 1, 2023

Change in estimated fair value, recorded in selling, general and administrative expenses 2,528,000

Balance as of September 30, 2023

Available for Sale Investments

8 unchanged sentences

Moreover, the Company continues to receive payments of interest and principal as they become due, and our expectation is that those payments will continue to be received timely.

Based on this evaluation, as of September 30, 2024 and December 31, 2023, the Company determined that unrealized losses of the below securities were primarily attributable to changes in interest rates and non-credit related factors.

Based on this evaluation, as of March 31, 2025 and December 31, 2024, the Company determined that unrealized losses of the below securities were primarily attributable to changes in interest rates and non-credit related factors.

As such, no allowances for credit losses were recorded during these periods.

As of September 30, 2024 and December 31, 2023, the Company held 2 and 15 securities, respectively, which have been in an unrealized loss position for a period of less than 12 months.

As of September 30, 2024 and December 31, 2023, the Company held 0 and 2 securities, respectively, which have been in an unrealized loss position for a period of greater than 12 months.

As of March 31, 2025 and December 31, 2024, the Company held 10 and 1 securities, respectively, which have been in an unrealized loss position for a period of less than 12 months.

As of March 31, 2025 and December 31, 2024, the Company held no securities, which have been in an unrealized loss position for a period of greater than 12 months.

Realized gains and losses are calculated using the specific identification method and recorded in other income (expense) in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.

The Company has the ability, if necessary, to liquidate any of its cash equivalents and marketable securities to meet its liquidity needs in the next 12 months.

During the nine months ended September 30, 2024, the Company sold 18 of its available for sale securities and received proceeds of $ 33.3 million.

During the nine months ended September 30, 2024, the Company recognized an immaterial loss in other income relating to the maturity of its securities.

Amounts are reclassified out of accumulated other comprehensive income into earnings using the specific identification method.

Interest receivable as of September 30, 2024 was immaterial and as of December 31, 2023 was $ 0.3 million.

During the three months ended March 31, 2025, there were no sales of the Company’s available for sale securities.

Amounts are reclassified out of accumulated other comprehensive income into earnings using the specific identification method when sales are realized.

Interest receivable as of March 31, 2025 and December 31, 2024 was immaterial .

Interest receivable is recorded as a component of prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets.

As of September 30, 2024, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments:

As of March 31, 2025, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments:

Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value

1 unchanged sentence

Total maturity less than 1 year $ 14,608,000 $ — $ ( 2,000 ) $ 14,606,000

As of September 30, 2024, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within restricted investments:

As of March 31, 2025, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within restricted investments:

Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value

3 unchanged sentences

Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value

Corporate notes/bonds Less than 1 $ 14,369,000 $ — $ ( 9,000 ) $ 14,360,000

Less than 1 301,000 1,100 ( 100 ) 302,000

2 unchanged sentences

Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value

Commercial paper Less than 1 $ 5,435,000 $ — $ ( 3,000 ) $ 5,432,000

Less than 1 11,000,000 — — 11,000,000

Total maturity less than 1 year $ 11,000,000 $ — $ — $ 11,000,000

As of September 30, 2024, the following table summarizes available-for-sale securities in an unrealized loss position:

As of March 31, 2025, the following table summarizes available-for-sale securities in an unrealized loss position:

Less Than 12 Months 12 Months or Greater Total

2 unchanged sentences

Gross Unrealized Loss

3,160,000 — — — 3,160,000 —

treasuries 14,606,000 ( 2,000 ) — — 14,606,000 ( 2,000 )

Total $ 14,606,000 $ ( 2,000 ) $ — $ — $ 14,606,000 $ ( 2,000 )

As of September 30, 2024, the available-for-sale securities listed as restricted investments in an unrealized loss position was zero .

As of March 31, 2025, the available-for-sale securities listed as restricted investments in an unrealized loss position was zero .

As of December 31, 2024, the following table summarizes available-for-sale securities in an unrealized loss position:

3 unchanged sentences

Gross Unrealized Loss

Corporate Notes/Bonds $ 2,362,000 $ ( 5,000 ) $ 10,001,000 $ ( 4,000 ) $ 12,363,000 $ ( 9,000 )

Total $ 2,362,000 $ ( 5,000 ) $ 10,001,000 $ ( 4,000 ) $ 12,363,000 $ ( 9,000 )

As of December 31, 2023, the following table summarizes available-for-sale securities listed as restricted investments in an unrealized loss position:

Less Than 12 Months 12 Months or Greater Total

Gross Unrealized Loss

Gross Unrealized Loss Fair Value

Gross Unrealized Loss

Commercial paper $ 5,432,000 $ ( 3,000 ) $ — $ — $ 5,432,000 $ ( 3,000 )

$ 80,000 $ ( 100 ) $ — $ — $ 80,000 $ ( 100 )

Total $ 80,000 $ ( 100 ) $ — $ — $ 80,000 $ ( 100 )

As of December 31, 2024, the available-for-sale securities listed as restricted investments in an unrealized loss position was zero .

Segment Reporting

The following table presents financial information with respect to the Company’s single operating segment, including significant segment expenses, which are regularly provided to the CODM and included within consolidated operating loss:

Three Months Ended March 31,

Revenues $ 6,457,000 $ 8,769,000

Cost of revenue 3,519,000 5,945,000

Operating expenses

Salaries, wages, and benefits 5,822,000 19,820,000

Contracted services 2,679,000 5,886,000

Non-inventory materials 81,000 1,584,000

Consulting 513,000 1,863,000

Rent and facilities 572,000 1,207,000

Depreciation and amortization 1,830,000 2,398,000

Travel and entertainment 127,000 891,000

Administrative and other

( 221,000 ) 298,000

Total operating expenses 11,403,000 33,947,000

Loss from operations $ ( 8,465,000 ) $ ( 31,123,000 )

Administrative and other primarily includes operating expenses for gain on lease termination/modification, intangible assets and other long-lived assets impairment, changes in fair value of contingent consideration, disposals of property, plant, and equipment and taxes, interest, and fees.

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