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Item 2. Management’s Discussion and Analysis

2026-05-13 compared with 2025-11-13 · 107 added, 254 removed, 171 unchanged (68% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025 (“Quarterly Report”) and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2024, (“Annual Report”), filed with the Securities and Exchange Commission (“SEC”), on March 31, 2025.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” refer to Bionano Genomics, Inc.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (this “Quarterly Report”) and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on March 23, 2026.

Unless the context requires otherwise, references in this Quarterly Report to “we,” “us,” and “our” refer to Bionano Genomics, Inc.

and its subsidiaries or, as the context may require, Bionano Genomics, Inc.

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Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth under Part II, Item 1A.

Risk Factors in this Quarterly Report and in our other filings with the SEC.

These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risks set forth under Part I, Item 1A.

Risk Factors in our Annual Report and in our other filings with the SEC.

The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.

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In executing on our commercialization strategy, we expanded the utilization of our OGM systems (our Saphyr system and our Stratys system) and:

• Grew our installed base to 384 as of September 30, 2025, an increase of approximately 4% from a total installed base of 368 as of September 30, 2024.

• Grew our installed base to 399 as of March 31, 2026, an increase of approximately 5% from a total installed base of 379 as of March 31, 2025.

Installed base represents the global number of OGM instruments installed at end-customer locations and therefore having the technology to process OGM.

• Sold 8,390 flowcells in the three-month period ended September 30, 2025, an increase of approximately 7% from 7,835 flowcells sold in the same period of 2024.

Sold 22,617 flowcells in the nine-month period ended September 30, 2025, an increase of approximately 2% from 22,249 flowcells sold in the same period of 2024.

• Sold 8,178 flowcells in the three-month period ended March 31, 2026, an increase of approximately 17% from 6,994 flowcells sold in the same period of 2025.

The OGM cartridge is the consumable that packages nanochannel arrays for DNA linearization.

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Macroeconomic and Geopolitical Developments

We are subject to additional risks and uncertainties as a result of adverse geopolitical and macroeconomic developments, such as recent and potential future bank failures, the ongoing conflicts between Ukraine and Russia and in the Middle East, related sanctions, any effects of global pandemics and uncertain market conditions, including inflation and supply chain disruptions, and international trade policies (including trade protection measures, such as tariffs, sanctions and other trade barriers), changes in monetary and fiscal policy, United States political developments and other sources of instability which, have not had a material impact on our business and financial results to date, but could result in a material impact to our business or financial results in the future.

We are subject to additional risks and uncertainties as a result of adverse geopolitical and macroeconomic developments, such as recent and potential future bank failures, ongoing international conflicts, related sanctions, any effects of global pandemics and uncertain market conditions, including inflation and supply chain disruptions, and international trade policies (including trade protection measures, such as tariffs, sanctions and other trade barriers), changes in monetary and fiscal policy, United States political developments and other sources of instability, which have not had a material impact on our business and financial results to date, but could result in a material impact to our business or financial results in the future.

Additionally, we have experienced a slowdown in our Asia Pacific business, including as a result of headwinds in the region, which negatively impacted our manufacturing partners who are reliant on government funding.

While our manufacturing partners in the Asia Pacific region have obtained some approvals from the National Medical Products Administration, and are waiting on more, we do not anticipate that the funding headwinds will change in the near term.

Following the invasion of Ukraine by Russia, the U.S.

and global financial markets experienced volatility, which has led to disruptions to trade, commerce, pricing stability, credit availability, supply chain continuity and reduced access to liquidity globally.

In response to the invasion, the United States, UK and EU, along with others, imposed significant new sanctions and export controls against Russia, Russian banks and certain Russian individuals and may implement additional sanctions or take further punitive actions in the future.

The full economic and social impact of the sanctions imposed on Russia and possible future punitive measures that may be implemented, as well as the counter measures imposed by Russia, in addition to the ongoing military conflict between Ukraine and Russia, which could conceivably expand into the surrounding region, remains uncertain;

however, both the conflict and related sanctions have resulted, and could continue to result, in disruptions to trade, commerce, pricing stability, credit availability, supply chain continuity and reduced access to liquidity on acceptable terms, in both Europe and globally, and has introduced significant uncertainty into global markets.

As a result, our business and results of operations may be adversely affected by the ongoing conflict between Ukraine and Russia and related sanctions, particularly to the extent it escalates to involve additional countries, further economic sanctions or wider military conflict.

We closely monitor and comply with various applicable guidelines and legal requirements in the jurisdictions in which we operate.

In the past, we have experienced supply chain challenges, attributable to such adverse geopolitical and macroeconomic developments including increased costs to secure certain component parts in our products and to produce our products at our contract manufacturers.

During the nine months ended September 30, 2025, we did not experience material increases in our supply chain costs, but we may experience such increases in future fiscal periods.

During the three months ended March 31, 2026, we did not experience material increases in our supply chain costs, but we may experience such increases in future fiscal periods.

We expect our costs to remain high for the foreseeable future.

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These negative effects could have a material impact on our operations, business, earnings, and liquidity.

Recent Developments

The Company is currently operating under an agreement with its instrument contract manufacturer under which it would make weekly deposits for future inventory purchases that began in April 2025 and will continue 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.

See Note 7 (Commitments and Contingencies - Purchase Commitments) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.

Government Shutdown

federal government’s new fiscal year began October 1, 2025, without the passage of appropriation acts or a continuing resolution (“CR”) and the government began its shutdown procedures, to include furloughing government civilian employees.

It is unclear at this time when either a CR or appropriations act will be enacted.

Federal agencies have published guidance for identifying those functions that may continue to be carried out in the absence of available appropriations.

At this time, we do not anticipate the shutdown as having a material effect on our business;

however, we are closely monitoring the known and potential impact of any short-term or extended shutdown which may negatively impact our manufacturing partners and customers who may be reliant on government funding.

Additionally, a prolonged shutdown may impact our ability to timely deliver and service our products.

Financial Overview

We generate product revenue from sales of our OGM and Ionic ® Purification systems and consumables, which includes our instruments, and our VIA software.

At the end of July 2023 we began installations of VIA software as a replacement to NxClinical software.

VIA software is our replacement to our NxClinical software.

Like NxClinical, VIA has a simple integrated workflow for visualization, interpretation and reporting of NGS and microarray data.

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Other revenue consists of warranty and other service-based revenue, including support, repair and maintenance services.

The following table presents our revenue for the periods indicated:

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

2025 2024 2025 2024

The following table presents our revenue for the periods indicated (in thousands):

Three Months Ended March 31,

Product revenue

Service and other revenue

Total $ 7,367,000 $ 6,073,000 $ 20,557,000 $ 22,613,000

The following table reflects total revenue by geography and as a percentage of total revenue, based on the billing address of our customers.

The following table reflects total revenue (in thousands) by geography and as a percentage of total revenue, based on the billing address of our customers.

Americas consists of North America and South America.

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

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

2025 2024 2025 2024

$ % $ % $ % $ %

Americas $ 2,845,000 38.6 % $ 2,537,000 41.8 % $ 8,829,000 42.9 % $ 10,613,000 46.9 %

EMEA 3,632,000 49.3 % 2,764,000 45.5 % 9,926,000 48.3 % 9,521,000 42.1 %

Asia Pacific 890,000 12.1 % 772,000 12.7 % 1,802,000 8.8 % 2,479,000 11.0 %

Total $ 7,367,000 100 % $ 6,073,000 100 % $ 20,557,000 100 % $ 22,613,000 100 %

Three Months Ended March 31,

Cost of Revenue

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We have incurred losses in each year since our inception.

Our net loss was $8.5 million and $18.5 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2025, we had an accumulated deficit of $711.7 million.

While we implemented restructuring plans in March and September 2024, we expect to continue to incur significant expenses and operating losses as we:

Our net loss was $8.3 million and $3.1 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we had an accumulated deficit of $727.9 million.

We expect to continue to incur significant expenses and operating losses as we:

• continue our sales and marketing efforts to maintain sales of our existing products;

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• maintain operational, financial and management information systems;

• incur increased costs as a result of operating as a public company.

• continue to incur costs as a result of operating as a public company.

Accordingly, based on recurring losses from operations incurred since inception, the expectation of continued operating losses, and the need to raise additional capital to finance our future operations, we determined that there is substantial doubt about our ability to continue as a going concern within 12 months after the date that the financial statements included in this Quarterly Report are issued.

We will continue to seek to raise additional capital, but without sufficient additional financing in the very near term we will not be able to continue as a going concern.

We will continue to seek to raise additional capital, but without sufficient additional financing in the near term we will not be able to continue as a going concern.

If we are unable to continue as a going concern, we may have to reorganize or liquidate our business and may receive less than the value at which those assets are carried on our consolidated financial statements, and investors may lose all or a part of their investment.

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We do not intend to make further announcements regarding this process unless and until the board of directors approves a specific transaction or otherwise determines that further disclosure is appropriate.

Comparison of the Three Months Ended September 30, 2025 and 2024

The following table sets forth our results of operations for the three months ended September 30, 2025 and 2024:

Three Months Ended September 30, Period-to-Period Change

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table sets forth our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Period-to-Period Change

Product revenue

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Total cost of revenue

Operating expenses:

Research and development

Selling, general and administrative

Intangible assets and other long-lived assets impairment

— 19,504,000 (19,504,000) (100) %

Restructuring costs

— 1,770,000 (1,770,000) (100) %

Total operating expenses

Loss from operations

Other income (expense):

Other income (expenses):

Interest income

Other expense

(219,000) (697,000) 478,000 (69) %

Total other income (expense)

49,000 (321,000) 370,000 (115) %

Other income (expenses)

Total other income (expenses)

Loss before income taxes

Provision for income taxes

Net loss $ (8,503,000) $ (44,246,000) $ 35,743,000 (81) %

Product revenue increased by $0.9 million, or 15%, to $6.9 million for the three months ended September 30, 2025 as compared to $6.0 million for the same period in 2024.

The increase in product revenue was driven by an increase of $0.2 million or 14% in instrument sales, an increase of $0.4 million or 13% in consumables sales, and an increase of $0.27 million or 22% increase in software sales.

In September 2024, we announced a change in our business strategy to focus on driving utilization and adoption of OGM from our existing installed base, with less emphasis on new placements of our OGM systems.

We expected that this change in strategy would slow the pace of our revenue growth when compared to historical growth rates, and we anticipate that the reduced pace of our revenue growth will continue in the remainder of 2025.

Service and other revenue increased by $0.4 million, or 733%, to $0.4 million for the three months ended September 30, 2025, as compared to the same period in 2024.

For the three months ended September 30, 2024, service and other revenue included a $0.5 million write-down of aged receivables tied to discontinued clinical services products.

The write-down was treated as a reversal of revenue.

Such clinical service offerings from Bionano Laboratories contributed no revenues for the three months ended September 30, 2025, as compared to no revenues and a $0.5 million write-down for the same period in 2024.

Cost of Revenue

Cost of product revenue decreased by $10.4 million or 73%, to $3.8 million for the three months ended September 30, 2025, as compared to $14.3 million for the three months ended September 30, 2024.

The decrease in cost of product revenue was primarily due to $9.8 million in total expenses recognized in the three months September 30, 2024.

This included a $7.2 million write-off of excess Saphyr instrument spare parts and other obsolete inventory as well as a $2.6 million disposition expense for reagent rentals that were underutilized.

We expect cost of product revenue to fluctuate with the volume of product sales.

Cost of service and other revenue decreased by $0.1 million, or 42%, to $0.2 million for the three months ended September 30, 2025, as compared to $0.3 million for the three months ended September 30, 2024.

The decrease in cost of service and other revenue was primarily due to discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024.

We expect cost of service and other revenue to remain relatively flat in 2025 as these service offerings were fully phased out as of December 31, 2024.

Gross Profit, and Gross Margin

Three Months Ended September 30, Period-to-Period Change

Gross profit:

Product $ 3,092,000 $ (8,230,000) $ 11,322,000 138%

Service and other 278,000 (216,000) 494,000 229%

Total gross profit $ 3,370,000 $ (8,446,000) $ 11,816,000 140%

Gross margin:

Product 45 % (137) %

Service and other 64 % (415) %

Total gross margin 46 % (139) %

Product gross profit increased by $11.3 million, or 138% , to $3.1 million for the three months ended September 30, 2025, compared to $(8.2) million for the three months ended September 30, 2024.

The increase in product gross profit was primarily due to $9.8 million in total expenses recognized to write-off excess Saphyr instrument spare parts and other obsolete inventory for $7.2 million, as well as dispose of reagent rentals that were underutilized for $2.6 million during the three months ended September 30, 2024 .

We expect cost of product revenue to fluctuate with the volume of product sales.

Service and other gross profit increased by $0.5 million, or 229%, to $0.3 million for the three months ended September 30, 2025, compared to $(0.2) million for the three months ended September 30, 2024.

The increase in service and other gross profit was impacted by a $0.5 million write-down of aged receivables tied to discontinued clinical service offerings from Bionano Laboratories during the three months ended September 30, 2024.

The write-down was treated as a reversal of revenue.

We expect service and other gross profit to remain relatively flat in 2025 as these service offerings were fully phased out as of December 31, 2024.

Research and Development Expenses

Research and development (“R&D”) expenses decreased by $1.9 million, or 40%, to $2.8 million for the three months ended September 30, 2025 compared to $4.7 million for the same period in 2024.

The decrease was primarily due to a decrease of $1.6 million in salaries, wages and benefits driven by headcount reductions announced throughout 2023 and 2024, and a decrease of $0.2 million in foundry expenses.

We anticipate that R&D expenses will decrease throughout 2025, in comparison to the same period in 2024, as a result of our cost saving initiatives announced in March and September 2024.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses decreased by $0.4 million, or 4%, to $9.1 million for the three months ended September 30, 2025, as compared to $9.5 million for the same period in 2024.

The decrease was primarily due to a $2.4 million decrease in salaries, wages and benefits driven by headcount reductions announced throughout 2023 and 2024;

a $1.8 million decrease in professional and consulting fees, which was primarily marketing, software and legal expenses;

a $0.1 million decrease in travel and entertainment;

a $0.4 million decrease in information technology and rent and facility costs;

and a $0.5 million decrease in depreciation and amortization.

These decreases were offset by a $5.8 million gain recorded on the fair value of the contingent consideration due for the Purigen milestones during the same period in 2024 as compared to no gain recorded for the three months ended September 30, 2025 .

We anticipate that SG&A expenses will decrease throughout 2025, in comparison to the same period in 2024, as a result of our cost saving initiatives announced in March and September 2024.

Intangible Assets and Other Long-lived Assets Impairment

The Company recognized no impairment losses on intangible assets and other long-lived assets during the three months ended September 30, 2025, as compared to $19.5 million for the same period in 2024.

These losses were due to our restructuring initiatives and change in business strategy announced in 2024.

See Note 1 (Organization and Basis of Presentation) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion on the impairment charges that were recorded during the prior period.

Restructuring Costs

The Company had no expenses that were classified as restructuring costs during the three months ended September 30, 2025, as compared to $1.8 million during the same period in 2024.

These restructuring costs were the result of our cost saving initiatives announced in 2024.

Interest Income

Interest income was $0.3 million for the three months ended September 30, 2025, as compared to $0.4 million for the same period in 2024.

The decrease was primarily the result of a reduction in investments, partially offset by higher returns.

Other Expense

Other expense was $0.2 million for the three months ended September 30, 2025, as compared to $0.7 million for the same period in 2024.

The decrease in other expense was primarily driven by a change in fair value (net loss) of $0.4 million for the convertible debentures during the three months ended September 30, 2025.

See Note 5 (Debt) and Note 8 (Investments and Fair

Value Measurements) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion.

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table sets forth our results of operations for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30, Period-to-Period Change

Product revenue $ 19,248,000 $ 19,359,000 $ (111,000) (1) %

Service and other revenue 1,309,000 3,254,000 (1,945,000) (60) %

Three Months Ended March 31,

Period-to-Period Change

Total product revenue

Services and other

Total revenue

Total revenue increased by $0.2 million, or 4% to $6.7 million for the three months ended March 31, 2026, as compared to $6.5 million for the same period in 2025, driven primarily by an increase in instrument, consumables, service and other revenue.

Instrument revenue increased by $0.3 million, or 40%, to $1.0 million for the three months ended March 31, 2026, as compared to $0.7 million for the three months ended March 31, 2025, due to an increase in the number of OGM and Ionic instruments sold.

For the three months ended March 31, 2026, our installed base grew to 399 OGM systems compared to the 379 OGM systems for the three months ended March 31, 2025, which represented a 5% increase year-over-year as compared to a 9% year-over-year increase in the prior year.

We expected that this change in strategy would slow the pace of our instrument revenue growth when compared to historical growth rates.

Consumables revenue increased by $0.7 million, or 20%, to $3.9 million for the three months ended March 31, 2026, as compared to $3.2 million for the three months ended March 31, 2025.

The increase is primarily driven by an increase in both the number and the average selling price of flowcells sold, partially offset by certain supply constraints due to manufacturing delays that were initiated in the fourth quarter of 2025.

For the three months ended March 31, 2026, we sold 8,178 flowcells, an increase of approximately 17% from 6,994 flowcells sold in the same period of 2025.

Software revenue decreased by $0.8 million, or 40%, to $1.2 million for the three months ended March 31, 2026, as compared to $2.1 million for the three months ended March 31, 2025.

The decrease is primarily attributed to a decrease in the number of VIA software licenses sold.

Service and other revenue increased by $0.1 million, or 31%, to $0.6 million for the three months ended March 31, 2026, as compared to $0.5 million for the three months ended March 31, 2025.

The increase was primarily due to an increase in clinical service offerings from Bionano Laboratories, in addition to an increase in extended warranty and maintenance sales.

Cost of Revenue, Gross Profit, and Gross Margin ($ in thousands)

Three Months Ended March 31,

Period-to-Period Change

Cost of revenue:

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Total cost of revenue

Operating expenses:

Research and development 8,145,000 21,329,000 (13,184,000) (62) %

Selling, general and administrative 26,444,000 40,109,000 (13,665,000) (34) %

Intangible assets and other long-lived assets impairment

— 19,951,000 (19,951,000) (100) %

Restructuring costs

— 7,616,000 (7,616,000) (100) %

Total operating expenses 34,589,000 89,005,000 (54,416,000) (61) %

Loss from operations (24,803,000) (92,042,000) 67,239,000 (73) %

Other income (expenses):

Interest income 835,000 1,876,000 (1,041,000) (55) %

Other income (expenses)

5,538,000 (1,694,000) 7,232,000 (427) %

Total other income

6,373,000 182,000 6,191,000 3,402 %

Loss before income taxes (18,430,000) (91,860,000) 73,430,000 (80) %

Provision for income taxes

(32,000) (32,000) — — %

Net loss $ (18,462,000) $ (91,892,000) $ 73,430,000 (80) %

Product revenue decreased by $0.1 million, or 1%, to $19.2 million for the nine months ended September 30, 2025, as compared to $19.4 million for the same period in 2024.

The decrease in product revenue was driven by a decrease of $1.6 million or 30% in instrument sales, partially offset by increases of $0.9 million, or 10%, in consumable sales and $0.5 million, or 12%, in software sales.

Service and other revenue decreased by $1.9 million, or 60%, for the nine months ended September 30, 2025, as compared to the same period in 2024, which is the result of discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024.

Such clinical service offerings from Bionano Laboratories contributed no revenues for the nine months ended September 30, 2025, as compared to $1.7 million for the same period in 2024.

We expect service and other revenue to decline in 2025 relative to 2024 as these service offerings were fully phased out as of December 31, 2024.

Cost of Revenue

Cost of product revenue decreased by $13.8 million, or 58%, to $10.0 million for the nine months ended September 30, 2025, as compared to $23.9 million for the same period in 2024.

The decrease in cost of product revenue was primarily due to $9.8 million in total expenses recognized to write-off excess Saphyr instrument spare parts and other obsolete inventory for $7.2 million as well as dispose of reagent rentals that were underutilized for $2.6 million during the nine months ended September 30, 2024 .

In addition, the decrease in cost of product revenue was due to lower sales of instruments, partially offset by higher sales of software and consumables during the nine months ended September 30, 2025.

We expect cost of product revenue to fluctuate with the volume of product sales.

Cost of service and other revenue decreased by $1.1 million, or 59%, to $0.7 million for the nine months ended September 30, 2025, compared to $1.8 million for the same period in 2024.

The decrease in cost of service and other revenue was primarily due to discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024.

We expect cost of service and other revenue to remain relatively flat in 2025 as these service offerings were fully phased out as of December 31, 2024.

Gross Profit, and Gross Margin

Nine Months Ended September 30,

Period-to-Period Change

Gross profit:

Product $ 9,204,000 $ (4,499,000) $ 13,703,000 305%

Gross profit (loss):

Service and other

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Gross margin:

Product 48 % (23) %

Service and other

Total gross margin

Product gross profit increased by $13.7 million, or 305%, to $9.2 million for the nine months ended September 30, 2025, as compared to $(4.5) million for the same period in 2024.

The increase in product gross profit was primarily due to an increase in consumable and software sales and due to $9.8 million in total expenses recognized to write-off excess Saphyr instrument spare parts and other obsolete inventory for $7.2 million, as well as dispose of reagent rentals that were underutilized for $2.6 million during the three months ended September 30, 2024 .

We expect cost of product revenue to fluctuate with the volume of product sales .

Service and other gross profit decreased by $0.9 million, or 60%, to $0.6 million for the nine months ended September 30, 2025, as compared to $1.5 million for the same period in 2024.

The decrease in service and other gross profit was primarily due to discontinuing sales of certain clinical service offerings from Bionano Laboratories effective March 2024.

We expect service and other gross profit to remain relatively flat in 2025 as these service offerings were fully phased out as of December 31, 2024.

Research and Development Expenses

R&D expenses decreased by $13.2 million, or 62%, to $8.1 million for the nine months ended September 30, 2025, as compared to $21.3 million for the same period in 2024.

The decrease was primarily due to a decrease of $8.4 million in salaries, wages and benefits driven by headcount reductions announced throughout 2023 and 2024 and a decrease of $2.7 million in professional and consulting fees, including decreases in costs incurred to support clinical research studies, development of the Stratys system, foundry expenses, and cloud computing.

Lastly, we reduced information technology and rent and facility costs by $0.3 million, and we reduced our internal consumption of inventory, materials and supplies by $1.7 million.

We anticipate that R&D expenses will decrease throughout 2025, in comparison to the same period in 2024, as a result of our cost saving initiatives announced in March and September 2024.

Cost of product revenue increased by $0.2 million or 5%, to $3.2 million for the three months ended March 31, 2026, as compared to $3.1 million for the three months ended March 31, 2025.

The increase was primarily attributable to higher instrument and consumable sales.

We expect cost of product revenue to vary with sales volume and product mix.

Cost of service and other revenue decreased by $0.2 million, or 51%, to $0.2 million for the three months ended March 31, 2026, as compared to $0.5 million for the three months ended March 31, 2025.

The prior year period included a non-recurring increase in warranty expense associated with a refinement of the Company’s warranty reserve calculation methodology, while the current-year period reflects more normalized warranty expense levels.

Product gross profit decreased by $0.1 million, or 2%, to $2.9 million for the three months ended March 31, 2026, compared to $3.0 million for the three months ended March 31, 2025.

The decrease was primarily driven by a decrease in software sales and an increase in lower margin instrument sales, offset by an increase in consumable sales.

Service and other gross profit increased by $0.4 million to $0.4 million for the three months ended March 31, 2026, compared to a gross loss of $(0.01) million for the three months ended March 31, 2025.

The increase in service and other gross profit was primarily driven by the non-recurring increase in warranty expense recognized in the prior period.

In addition, revenues increased from clinical service offerings through Bionano Laboratories and instrument service contracts.

Research and Development (“R&D”) Expenses

R&D expenses increased by $0.8 million, or 32%, to $3.1 million for the three months ended March 31, 2026, as compared to $2.4 million for the same period in 2025.

The increase was primarily due to increases of $0.2 million in salaries, wages and benefits driven by a slight increase in headcount and an increase in salaries and bonuses which were not offered during the same period in 2025 due to the cost savings initiatives announced in 2024;

an increase of $0.4 million in professional and consulting fees, including increases in costs incurred to support development of the Stratys system and foundry expenses.

Lastly, we increased internal consumption of inventory, materials and supplies by $0.2 million.

Selling, General and Administrative Expenses

SG&A expenses decreased by $13.7 million, or 34%, to $26.4 million for the nine months ended September 30, 2025, as compared to $40.1 million for the same period in 2024.

The decrease was primarily due to a $12.5 million decrease in salaries, wages and benefits driven by headcount reductions announced in 2023 and 2024;

a $6.5 million decrease in professional and consulting fees which was primarily marketing, software, and legal expenses;

a $1.0 million decrease in travel and entertainment;

a $1.2 million decrease in information technology and rent and facility costs;

a $1.4 million decrease in depreciation and amortization;

a $1.4 million loss on disposal of property and equipment recorded during the three and nine months ended September 30, 2024;

and a $0.4 million change in the gain on lease modification.

These decreases were offset by a $10.9 million gain recorded on the fair value of the contingent consideration due for the Purigen milestones during the same period in 2024 as compared to no gain recorded for the nine months ended September 30, 2025.

We anticipate that SG&A expenses will decrease throughout 2025,in comparison to the same period in 2024, as a result of our cost saving initiatives announced in March and September 2024.

Intangible Assets and Other Long-lived Assets Impairment

The Company recognized no impairment losses on intangible assets and other long-lived assets during the nine months ended September 30, 2025, as compared to $20.0 million for the same period in 2024.

These losses were due to our restructuring initiatives and change in business strategy announced in 2024.

Restructuring Costs

The Company had no expenses that were classified as restructuring costs during the nine months ended September 30, 2025, as compared to $7.6 million during the same period in 2024.

These restructuring costs were the result of our cost saving initiatives announced in 2024.

Selling, general and administrative (“SG&A”) expenses decreased by $1.0 million, or 11%, to $8.0 million for the three months ended March 31, 2026, as compared to $9.0 million for the same period in 2025.

The decrease was primarily due to a net decrease of headcount-related expenses of $0.3 million including a reduction in stock-based compensation due to a reduction in the number of grants awarded, offset by an increase in salaries and accrued bonuses, and a $1.3 million decrease in professional and consulting fees which is primarily

marketing, software, and legal expenses.

These decreases were partially offset by the absence of a $0.4 million gain on lease modification recorded in the prior period and a $0.2 million increase in information technology, travel, rent and facility costs.

Interest Income

Interest income was $0.8 million for the nine months ended September 30, 2025, as compared to $1.9 million for the same period in 2024.

The decrease is primarily the result of a reduction in investments, partially offset by higher returns.

Interest income decreased by $0.1 million, or 23%, to $0.2 million for the three months ended March 31, 2026, as compared to $0.3 million for the same period in 2025 resulting from a reduction in investments offset by higher returns.

Other Income (Expense)

Other income was $5.5 million for the nine months ended September 30, 2025, as compared to other expense of $1.7 million for the same period in 2024.

The change was primarily driven by a loss recorded on the issuance of the JGB Debentures of $1.9 million during the nine months ended September 30, 2024 , debt issuance costs recorded in connection with the debt instruments of $1.4 million during the nine months ended September 30, 2024, an increase in the change in fair value (net gain) of $5.7 million for the convertible High Trail Notes, Purchase Option, and convertible debentures during the nine months ended September 30, 2025, and an increase in other income of $2.1 million primarily related to an ERC refundable tax credit received during the nine months ended September 30, 2025 from the IRS for eligible businesses affected by the COVID-19 pandemic.

These changes were offset by a net gain on the extinguishment of the High Trail Note and Purchase Option of $4.0 million during the nine months ended September 30, 2024.

Other expense was $(0.6) million for the three months ended March 31, 2026, as compared to other income of $5.1 million for the same period in 2025.

The decrease in other income (expense) was primarily driven by a change in the fair value remeasurements.

We recognized a net loss of $0.5 million from the changes in the fair value of the convertible debentures during the three months ended March 31, 2026, as compared to a (net gain) of $5.1 million for the same period in 2025.

See Note 5 (Debt) and Note 8 (Investments and Fair Value Measurements) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion.

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Since our inception, we have incurred net losses and negative cash flows from operations.

We incurred net losses of $18.5 million and $91.9 million, and used $12.2 million and $62.4 million of cash from our operating activities for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, we had an accumulated deficit of $711.7 million, cash and cash equivalents of $3.1 million, $18.5 million in short-term investments and $10.3 million in restricted short-term investments.

We incurred net losses of $8.3 million and $3.1 million, and used $5.7 million and $2.8 million of cash from our operating activities for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we had an accumulated deficit of $727.9 million, cash and cash equivalents of $3.4 million, $11.0 million in short-term investments and $10.3 million in restricted cash and short-term investments.

Sources of Liquidity and Capital Resources

In the nine months ended September 30, 2025, we have generated cash flows from sales of common stock and other equity instruments.

In the three months ended March 31, 2026, we generated cash flows from sales of common stock and other equity instruments.

We anticipate that future sources of liquidity will principally come from sales of common stock and other equity instruments, borrowings from credit facilities and revenue from our commercial operations.

See Note 5 (Debt) and 6 (Stockholder’s Equity and Stock-Based Compensation) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for a discussion of our recent debt and equity activity.

See Note 5 (Debt) and Note 6 (Stockholder’s Equity and Stock-Based Compensation) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for a discussion of our recent debt and equity activity.

On May 24, 2024, we 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:

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In connection with the closing of the JGB Debentures Offering, the Company received net proceeds of approximately $16.3 million, after payment of placement agent fees, and other offering expenses.

The Company used the proceeds received to fully redeem the outstanding balance due under the High Trail Note of approximately $17.6 million, as amended (see further discussion below).

On May 23, 2024, in connection with the JGB Debentures Offering, the Company entered into a redemption agreement with High Trail (“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 Purchase Option to purchase additional High Trail Notes at fair value 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.

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

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

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

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

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

As of September 30, 2025, the Company reported $9.8 million of Debentures at fair value, which is classified as current on the unaudited condensed consolidated balance sheet.

For the nine months ended September 30, 2025, the Company paid $1.1 million in interest and $4.9 million in principal redemption amounts on the Debentures.

As of September 30, 2025, the Company may be required to redeem up to $4.1 million of principal and expects to pay an additional $0.3 million in interest on the Debentures for the remainder of 2025.

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

As of March 31, 2026, the Company reported $10.2 million of Debentures at fair value, which is classified as current on the unaudited condensed consolidated balance sheet.

For the three months ended March 31, 2026, the Company paid $0.3 million in interest and zero in principal redemption amounts on the Debentures.

As of March 31, 2026, the Company may be required to redeem up to $10.3 million of principal and expects to pay an additional $0.2 million in interest on the Debentures for the remainder of 2026.

See Note 5 (Debt) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further information.

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 (i) an aggregate of approximately 382,000 shares of the Company’s common stock (as adjusted for the reverse stock split) , (ii) pre-funded warrants to purchase up to an aggregate of approximately 280,000 shares of common stock (as adjusted for the reverse stock split) (the “January Pre-Funded Warrants”) and (iii) warrants to purchase up to an aggregate of approximately 661,000 shares of common stock (as adjusted for the reverse stock split) (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 (as adjusted for the reverse stock split) .

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) (as adjusted for the reverse stock split) .

The gross proceeds to the Company from the January 2025 registered direct 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 was 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 June 11, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and obtained stockholder approval, in compliance with Nasdaq Listing Rule 5635(d), for the issuance of the shares of common stock issuable upon exercise of the January Purchase Warrants issued in a registered direct offering on January 3, 2025.

On September 16, 2025, the Company commenced a best efforts public offering (the “September 2025 Offering”) of an aggregate of (i) 4.9 million shares of its common stock, (ii) pre-funded warrants (the “September Pre-Funded Warrants”) to purchase up to an aggregate of 75,000 shares of common stock, (iii) Series E warrants (the “Series E Warrants”) to purchase up to an aggregate of 5.0 million shares of common stock, and (iv) Series F warrants (the “Series F Warrants,” to purchase up to an aggregate of 5.0 million shares of common stock.

Each share of common stock or September Pre-Funded Warrant was sold together with one Series E Warrant to purchase one share of common stock and one Series F Warrant to purchase one share of common stock.

The combined public offering price for each share of common stock and accompanying Series E and Series F Warrant was $2.00, and the combined public offering price for each September Pre-Funded Warrant and accompanying Series E and Series F Warrant was $1.9999.

The September Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately upon issuance and will expire when exercised in full.

50,000 of the 75,000 September Pre-Funded Warrants were exercised in full at time of closing on September 16, 2025.

Each Series E and Series F Warrant have an exercise price of $2.00 per share and is exercisable immediately upon issuance.

The Series E warrants will expire on the five-year anniversary of the date of issuance and the Series F warrants will expire on the eighteen-month anniversary of the date of issuance.

The gross proceeds to the Company from the September 2025 Offering were approximately $10.0 million (excluding up to approximately $20.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the Series E and Series F Warrants), before deducting placement agent fees and other offering expenses payable by the Company.

See Note 6 (Stockholder’s Equity and Stock-Based Compensation) in the accompanying notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further information.

Based on our current business plans, we will continue to require additional capital in the very near term to fund our operating expenses and capital expenditure requirements, or we may need to further curtail or cease operations and seek protection by filing a voluntary petition for relief under the United States Bankruptcy Code.

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Our existing cash and cash equivalents and short-term investments, will not be sufficient for us to achieve cash-flow break even and we expect to need to seek additional capital.

Based on the Company’s current business plans we believe we will be able to fund our operating expenses and capital expenditure requirements into the third quarter of 2026.

Based on the Company’s current business plans we believe we will be able to fund our operating expenses and capital expenditure requirements into at least the first quarter of 2027.

Future Capital Requirements

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We expect such expenditures to continue throughout the balance of 2026.

As of September 30, 2025, we had $3.1 million in cash and cash equivalents, $18.5 million in short-term investments and $10.3 million in restricted short-term investments.

As of March 31, 2026, we had $3.4 million in cash and cash equivalents, $11.0 million in short-term investments and $10.3 million in restricted cash and short-term investments.

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

As of September 30, 2025, the Company had $10.3 million of principal outstanding under the Debentures.

As of March 31, 2026, the Company had $10.3 million of principal outstanding under the Debentures.

Based on recurring losses from operations incurred since inception and the expectation of continued operating losses, we anticipate our available cash balance will not be sufficient to operate our business for the next twelve months from the issuance of this Quarterly Report.

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Even if we raise additional capital, we may also be required to modify, delay or abandon some of our plans which could have a material adverse effect on our business, operating results and financial condition and our ability to achieve our intended business objectives.

In addition, our estimate as to the sufficiency of our current cash, cash equivalents and short-term investments and our current operating plan as discussed above are based on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we currently anticipate.

we currently anticipate.

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The following table sets forth the cash flow from operating, investing and financing activities for the periods presented:

The following table sets forth the cash flow from operating, investing and financing activities for the periods presented (in thousands):

Three Months Ended March 31,

Net cash provided by (used in):

Nine Months Ended September 30,

Operating activities

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As discussed above, we anticipate our available cash balance will not be sufficient for the next twelve months from the issuance of this report.

We expect to seek to raise additional capital to fulfill our operating and capital requirements for at least 12 months through equity or debt financings, however, we may not be able to secure such financing in a timely manner or on favorable terms, if it all, and if we are unable to raise sufficient additional capital in the very near term, we may need to further curtail or cease operations and seek protection by filing a voluntary petition for relief under the United States Bankruptcy Code.

We expect to seek to raise additional capital through equity or debt financings to fulfill our operating and capital requirements for at least 12 months;

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

Our recent restructuring activities are anticipated to reduce the cash used in operating activities over the next 12 months;

however, our financial condition may result in certain additional restructuring or advisory expenses which may result in our corporate expenditures increasing, potentially materially, and we may observe fluctuations in the cash used in operating activities on a quarterly basis to sustain our current commercial offerings.

Net cash used in operating activities was $12.2 million during the nine months ended September 30, 2025, as compared to $62.4 million during the same period in 2024.

The decrease in cash used in operating activities of $50.2 million was primarily attributed to a decrease in our net loss as a result of our cost saving initiatives that were initiated in 2024.

Net cash used in operating activities was $5.7 million during the three months ended March 31, 2026, as compared to $2.8 million during the same period in 2025.

The increase in cash used in operating activities of $3.0 million was primarily attributed to an increase in inventory purchases and an increase in salaries, wages, and benefits driven by a slight increase in headcount and an increase in accrued salaries, wages, and bonuses.

Investing Activities

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We expect to continue to incur additional costs for capital expenditures related to these efforts in future periods.

During the nine months ended September 30, 2025, net cash used in investing activities was $16.8 million, as compared to $70.8 million provided by investing activities during the same period in 2024.

The decrease in cash provided by investing activities of $87.6 million was primarily attributed to the maturity of $160.8 million in available for sale securities, which was offset by a higher purchase of available for sale securities of $177.5 million during the nine months ended September 30, 2025, as compared to the maturity of $285.3 million in available for sale securities, which was partially offset by a purchase of $214.3 million of available for sale securities during the same period in 2024.

During the three months ended March 31, 2026, net cash provided by investing activities was $5.5 million, as compared to net cash used in investing activities was $14.1 million during the same period in 2025.

The increase in cash provided by investing activities of $19.5 million was primarily attributed to the maturity of $54.1 million in available for sale securities, which was offset by the purchase of available for sale securities of $48.7 million

during the three months ended March 31, 2026, as compared to the maturity of $50.7 million in available for sale securities, which was offset by a higher purchase of available for sale securities of $64.8 million during the same period in 2025.

Financing Activities

Net cash provided by financing activities was $22.4 million during the nine months ended September 30, 2025 as compared to net cash used in financing activities of $17.6 million during the same period in 2024, an increase of $40.0 million.

During the nine months ended September 30, 2025, the Company made principal payments of $4.9 million towards the convertible debentures payable, as compared to principal payments of $64.0 million towards the convertible High Trail Notes payable and the convertible debentures payable, $1.4 million incurred for the debt issuance costs recorded from the issuance of the convertible debentures, which was partially offset by approximately $18.0 million in gross proceeds received from the issuance of the convertible debentures during the same period in 2024, and $29.3 million in gross proceeds from executing sales under our at-the-market facilities with Cowen and Company, LLC (“Cowen”) and H.C.

Wainwright & Co., LLC (“Wainwright”) during the nine months ended September 30, 2025, as compared to $37.7 million in gross proceeds from executing sales under our at-the-market facilities with Cowen during the same period in 2024.

Net cash provided by financing activities was $0.7 million during the three months ended March 31, 2026 as compared to $10.9 million during the same period in 2025, a decrease of $10.2 million.

During the three months ended March 31, 2026, the Company made no principal payments towards the convertible debentures payable, as compared to principal payments of $1.5 million during the same period in 2025, and $0.7 million in gross proceeds from executing sales under our at-the-market facilities with H.C.

Wainwright & Co., LLC (“Wainwright”) during the three months ended March 31, 2026, as compared to $13.3 million in gross proceeds from executing sales under our at-the-market facilities with Cowen and Company, LLC (“Cowen”) during the same period in 2025.

Capital Resources

As of September 30, 2025, we had approximately $3.1 million in cash and cash equivalents, $18.5 million in short-term investments, $10.3 million in restricted short-term investments and working capital of $25.8 million.

As of March 31, 2026, we had approximately $3.4 million in cash and cash equivalents, $11.0 million in short-term investments, $10.3 million in restricted cash and short-term investments and working capital of $17.7 million.

The amount we are required to hold as restricted cash or restricted 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) to our unaudited condensed consolidated financial statements).

As of September 30, 2025, the Company had $10.3 million of principal outstanding under the Debentures.

As of March 31, 2026, the Company had $10.3 million of principal outstanding under the Debentures.

In order to fund our future operations, on March 10, 2023, we filed a universal shelf registration statement (the “Shelf Registration Statement”) with the SEC, which provides for aggregate offerings of up to $400.0 million of common stock, preferred stock, debt securities and warrants or any combination thereof.

We also previously had in place a Sales Agreement with Cowen (the “Cowen ATM”), as amended, pursuant to which we were permitted to offer and sell from time to time shares of our common stock having an aggregate offering price of up to $200.0 million through or to Cowen, acting as sales agent or principal, pursuant to the Shelf Registration Statement.

In January 2025, the Company sold approximately 0.1 million shares of common stock under the Cowen ATM 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.

On February 21, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with 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, pursuant to the Shelf Registration Statement.

From February 24, 2025 to September 30, 2025, the Company sold approximately 2.0 million shares of common stock under the ATM Agreement at an average share price of $3.68 per share and received gross proceeds of approximately $7.4 million before deducting offering costs of $0.2 million.

On March 31, 2025, the date we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our public float was less than $75 million, As a result, we became subject to the offering limits in General Instruction I.B.6 of Form S-3.

During the three months ended March 31, 2026, the Company sold approximately 0.5 million shares of common stock under the ATM Agreement at an average share price of $1.32 per share and received gross proceeds of approximately $0.7 million before deducting offering costs of $0.03 million.

Under the rules of the SEC, the Shelf Registration Statement was set to become unavailable to register the offer or sale of new securities beginning on May 10, 2026.

Therefore, on May 8, 2026, we filed a new universal shelf registration statement on Form S-3 (the “New Shelf Registration Statement”) with the SEC to replace the Shelf Registration Statement.

The New Shelf Registration Statement provides for aggregate offerings of up to $400.0 million of common stock, preferred stock, debt securities, warrants and units or any combination thereof.

During the additional 180-day period following the three-year anniversary date of the effective date of the Shelf Registration Statement afforded by Rule 415(a)(5) under the Securities Act, we may offer and sell any unsold securities under the Shelf Registration Statement until the SEC declares the New Shelf Registration Statement effective.

Pursuant to Rule 415(a)(6) under the Securities Act, the offering of any unsold securities under the Shelf Registration Statement will be deemed terminated as of the date of effectiveness of the New Shelf Registration Statement.

Upon the filing of an appropriate prospectus supplement or supplements under either the Shelf Registration Statement or, upon its effectiveness, the New Shelf Registration Statement, we may offer and sell our securities from time to time in one or more offerings, at our discretion.

On March 31, 2025, the date we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our public float was less than $75 million.

As a result, we became subject to the offering limits in General Instruction I.B.6 of Form S-3.

Pursuant to General Instruction I.B.6 of Form S-3, for so long as our public float is less than $75 million, the amount we can raise through primary public offerings of securities in any twelve-month period using shelf registration statements is limited to one-third of our public float.

On April 2, 2025, we filed an amendment to the prospectus dated May 10, 2023 and the prospectus supplement, dated February 21, 2025, relating to the ATM Agreement with Wainwright (the “ATM Prospectus”), to update the amount of shares of our common stock we are eligible to sell under General Instruction I.B.6 of Form S-3, as described above, and pursuant to the ATM Agreement.

If our public float increases or decreases, the number of securities we may sell under our shelf registration statements in accordance with General Instruction I.B.6 of Form S-3 will also increase or decrease, respectively.

Consequently, based on an increase in our current public float for our common stock, on October 17, 2025, we filed a prospectus supplement to amend and supplement the information in the prospectus dated May 10, 2023 and the prospectus supplements, dated April 2, 2025 and February 21, 2025, relating to the ATM Prospectus, to increase the amount of shares of our common stock we are eligible to sell under General Instruction I.B.6 of Form S-3, as described above, and pursuant to the ATM Agreement.

our public float increases or decreases, the number of securities we may sell under our shelf registration statements in accordance with General Instruction I.B.6 of Form S-3 will also increase or decrease, respectively.

If our public float increases above $75.0 million such that we may sell additional amounts under the ATM Agreement and the ATM Prospectus, we will file another amendment to the ATM Prospectus prior to making additional sales in excess of the limitations of General Instruction I.B.6 of Form S-3.

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Historically, revisions to our estimates have not resulted in a material change to our financial statements.

During the nine months ended September 30, 2025, there have been no changes to our critical accounting policies and estimates as described in our Annual Report.

During the three months ended March 31, 2026, there have been no changes to our critical accounting policies and estimates as described in our Annual Report.

Recent Accounting Pronouncements

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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 2. Management’s Discussion and Analysis