Bionano Genomics, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS BIONANO GENOMICS, INC. Condensed Consolidated Balance Sheets (in thousands, except par value and share amounts) (Unaudited) March 31, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 3,425 $ 2,990 Investments 10,980 16,279 Accounts receivable, net 4,133 5,200 Inventory 5,307 5,448 Prepaid expenses and other current assets 4,864 5,203 Restricted cash and investments 10,266 10,266 Total current assets 38,975 45,386 Property and equipment, net 14,040 14,847 Operating lease right-of-use assets 3,062 3,217 Finance lease right-of-use assets 3,044 3,095 Intangible assets, net 3,005 4,345 Other long-term assets 2,678 2,694 Total assets $ 64,804 $ 73,584 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 5,062 $ 5,590 Accrued expenses 3,996 5,460 Contract liabilities 1,126 967 Operating lease liability 646 697 Finance lease liability 246 249 Convertible debentures payable (at fair value) 10,152 9,979 Total current liabilities 21,228 22,942 Operating lease liability, net of current portion 2,507 2,489 Finance lease liability, net of current portion 3,463 3,480 Long-term contract liabilities 143 249 Total liabilities $ 27,341 $ 29,160 Commitments and contingencies (Note 7) Stockholders’ equity: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized and no shares issued or outstanding as of March 31, 2026 and December 31, 2025 — — Common stock, $ 0.0001 par value; 400,000,000 shares authorized at March 31, 2026 and December 31, 2025; 11,276,500 and 10,740,200 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 1 1 Additional paid-in capital 765,373 764,026 Accumulated deficit ( 727,923 ) ( 719,620 ) Accumulated other comprehensive income 12 17 Total stockholders’ equity 37,463 44,424 Total liabilities and stockholders’ equity $ 64,804 $ 73,584 See accompanying notes to the unaudited condensed consolidated financial statements. 3 Table of Contents BIONANO GENOMICS, INC. Unaudited Condensed Consolidated Statements of Operations (in thousands, except share and per share amounts) Three Months Ended March 31, 2026 2025 Revenue: Product revenue $ 6,094 $ 6,004 Service and other revenue 593 453 Total revenue 6,687 6,457 Cost of revenue: Cost of product revenue 3,205 3,053 Cost of service and other revenue 230 466 Total cost of revenue 3,435 3,519 Operating expenses: Research and development 3,139 2,370 Selling, general and administrative 8,010 9,033 Total operating expenses 11,149 11,403 Loss from operations ( 7,897 ) ( 8,465 ) Other income (expense): Interest income 223 290 Other income (expense) ( 619 ) 5,080 Total other income (expense) ( 396 ) 5,370 Loss before income taxes ( 8,293 ) ( 3,095 ) Provision for income taxes ( 10 ) ( 7 ) Net loss $ ( 8,303 ) $ ( 3,102 ) Net loss per share, basic and diluted $ ( 0.76 ) $ ( 1.15 ) Weighted-average common shares outstanding, basic and diluted 10,979,000 2,694,000 See accompanying notes to the unaudited condensed consolidated financial statements. 4 Table of Contents BIONANO GENOMICS, INC. Unaudited Condensed Consolidated Statements of Comprehensive Loss (in thousands, except share and per share amounts) Three Months Ended March 31, 2026 2025 Net Loss: $ ( 8,303 ) $ ( 3,102 ) Other comprehensive loss: Unrealized loss on investment securities ( 3 ) ( 3 ) Foreign currency translation adjustments ( 2 ) ( 10 ) Other comprehensive loss $ ( 5 ) $ ( 13 ) Total comprehensive loss $ ( 8,308 ) $ ( 3,115 ) See accompanying notes to the unaudited condensed consolidated financial statements. 5 Table of Contents BIONANO GENOMICS, INC. Unaudited Condensed Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) Common Stock Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance at January 1, 2025 1,865,400 $ — $ 728,573 $ ( 693,225 ) $ 27 $ 35,375 Stock-based compensation expense — — 1,587 — — 1,587 Issue common stock and warrants, net of issuance costs 934,000 — 13,982 — — 13,982 Issue stock for warrant exercises 280,000 — 9 — — 9 Issuance of common stock for convertible debentures payable 22,000 350 — — 350 Net loss — — — ( 3,102 ) — ( 3,102 ) Other comprehensive loss — — — — ( 13 ) ( 13 ) Balance at March 31, 2025 3,101,400 $ — $ 744,501 $ ( 696,327 ) $ 14 $ 48,188 Balance at January 1, 2026 10,740,200 $ 1 $ 764,026 $ ( 719,620 ) $ 17 $ 44,424 Stock-based compensation expense — — 670 — — 670 Issue common stock and warrants, net of issuance costs 536,300 — 677 — — 677 Net loss — — — ( 8,303 ) — ( 8,303 ) Other comprehensive loss — — — — ( 5 ) ( 5 ) Balance at March 31, 2026 11,276,500 $ 1 $ 765,373 $ ( 727,923 ) $ 12 $ 37,463 See accompanying notes to the unaudited condensed consolidated financial statements. 6 Table of Contents BIONANO GENOMICS, INC. Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) Three Months Ended March 31, 2026 2025 Operating activities: Net loss $ ( 8,303 ) $ ( 3,102 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 2,310 2,434 Amortization of financing lease right-of-use asset 51 51 Accretion of interest on securities ( 194 ) ( 242 ) Non-cash lease expense 122 120 Gain on lease modification — ( 397 ) Stock-based compensation 670 1,587 Cost of leased equipment sold to customer 50 215 Change in fair value of convertible debentures 173 ( 5,472 ) Disposal of property and equipment 34 19 Changes in operating assets and liabilities Accounts receivable 1,067 1,398 Inventory ( 106 ) 1,110 Prepaid expenses and other current assets 339 74 Other long-term assets 16 330 Accounts payable ( 528 ) ( 401 ) Accrued expenses, contract liabilities, and lease liabilities, net ( 1,417 ) ( 488 ) Net cash used in operating activities ( 5,716 ) ( 2,764 ) Investing activities: Purchase of available for sale securities ( 48,672 ) ( 64,767 ) Sale and maturities of available for sale securities 54,129 50,701 Net cash provided by (used in) investing activities 5,457 ( 14,066 ) Financing activities: Principal payments of financing lease liability ( 20 ) ( 16 ) Proceeds from sale of common stock and warrants 705 13,317 Offering expenses on sale of common stock and warrants ( 28 ) ( 919 ) Proceeds from warrant and option exercises — 9 Payments on convertible debentures — ( 1,500 ) Net cash provided by financing activities 657 10,891 Effect of exchange rates on cash and cash equivalents and restricted cash 5 ( 9 ) Net increase (decrease) in cash and cash equivalents and restricted cash 403 ( 5,948 ) Cash and cash equivalents and restricted cash at beginning of period 4,509 9,573 Cash and cash equivalents and restricted cash at end of period $ 4,912 $ 3,625 Reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total amounts reported on the condensed consolidated statements of cash flows Cash and cash equivalents 3,425 3,625 Money market funds classified as restricted cash and investments 1,487 — Total cash and cash equivalents and restricted cash at end of period $ 4,912 $ 3,625 7 Table of Contents Three Months Ended March 31, 2026 2025 Supplemental disclosure of cash flow information Cash paid for interest $ 355 $ 479 Cash paid for operating lease liabilities $ 121 $ 816 Supplemental disclosure of non-cash financing and investing activity Transfer of instruments and servers from inventory into property and equipment, net $ 247 $ 449 Issuance of common stock for convertible debentures payable $ — $ 350 Fees paid in common stock $ — $ 1,584 See accompanying notes to the unaudited condensed consolidated financial statements. 8 Table of Contents BIONANO GENOMICS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Organization and Basis of Presentation Description of Business Bionano Genomics, Inc. (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, 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 wholly-owned subsidiary, Lineagen Inc. (doing business as Bionano Laboratories), the Company also provides OGM-based diagnostic testing services. Reverse Stock Split 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 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 The accompanying financial information has been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting purposes. The condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements reflect, in the opinion of the Company’s management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of financial position, results of operations, changes in equity, and comprehensive loss and cash flows for each period presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All intercompany transactions and balances have been eliminated. The operating results presented in these unaudited interim condensed financial statements are not necessarily indicative of the results that may be expected for any future periods. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 . Liquidity and Going Concern The Company has experienced recurring net losses from operations, negative cash flows from operating activities, and a significant accumulated deficit since its inception and expects to continue to incur net losses into the foreseeable future. As of March 31, 2026, the Company 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 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) to our unaudited condensed consolidated financial statements). As of March 31, 2026, the Company had $ 10.3 million of principal outstanding under the Debentures (see Note 5 (Debt) to our unaudited condensed consolidated financial statements) and an accumulated deficit of $ 727.9 million . During the three months ended March 31, 2026, the Company used $ 5.7 million of cash in operations. 9 Table of Contents 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 three months ended March 31, 2026, 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 twelve 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. 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. The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the outcome of this uncertainty. Significant Accounting Policies During the three months ended March 31, 2026, 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, 2025 . Restructuring Expenses The Company’s restructuring expense primarily consisted 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 represented 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 were intended to decrease expenses and maintain a streamlined organization to support the Company’s business. No restructuring charges were incurred during the three months ended March 31, 2026 and 2025. 10 Table of Contents Impairment of Long-Lived Assets (including Finite-Lived Intangible Assets) Long-lived assets are reviewed for impairment if indicators of potential impairment exist. If the Company identifies a change in the circumstances related to its long-lived assets, such as property and equipment and intangible assets, that indicates the carrying value of any such asset may not be recoverable, the Company will perform an impairment analysis. A long-lived asset is not recoverable when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense. No impairment losses were recorded during the three months ended March 31, 2026 and 2025 . Inventories 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 March 31, 2026, $ 2.4 million of inventories were included in other long-term assets. As of March 31, 2026, the Company’s excess and obsolete inventory reserve balance was $ 2.9 million . 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. The Company recorded an immaterial loss on disposal of property and equipment during the three months ended March 31, 2026 and 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, which the CODM uses to allocate resources, after considering the Company’s strategic priorities, its cash balance, and its expected use of cash. In making resource allocation decisions, the CODM also evaluates budgeted results compared to actual performance. 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 also Note 9 (Segment Reporting) in the accompanying notes to the unaudited condensed consolidated financial statements. Recently Issued Accounting Pronouncements In November 2024, the FASB issued Accounting Standards Update (“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. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements . This ASU will improve the navigability of required interim disclosures and clarify when that guidance is applicable, and will require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim 11 Table of Contents periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company will adopt the standard for the interim periods within the year ending December 31, 2028. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-12, Codification Improvements . This ASU addresses suggestions received from stakeholders regarding the ASC and makes other incremental improvements to GAAP. The update represents changes to the ASC that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply, including amendments to clarify the calculation of earnings per share when a loss from continuing operations exists. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures. Recently Issued Tax Legislation On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The provisions of OBBBA did not have a material impact on the Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2026. The Company will continue to evaluate the impact of OBBBA on the Company’s consolidated financial statements and related disclosures for the year ending December 31, 2026 . 2. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. 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 convertible debentures payable into common stock, outstanding common warrants to purchase common stock, restricted stock units (“RSUs”), and outstanding stock options under the Company’s equity incentive plans. For all periods presented, there was 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): March 31, 2026 2025 Common stock options 624,000 169,000 Common warrants 12,080,500 2,080,700 Convertible debentures 634,000 842,000 RSUs 3,070 5,210 Total 13,341,570 3,096,910 12 Table of Contents 3. Revenue Recognition Revenue by Source (in thousands) Three Months Ended March 31, 2026 2025 Instruments $ 962 $ 689 Consumables 3,900 3,247 Software 1,232 2,068 Total product revenue 6,094 6,004 Services and other 593 453 Total revenue $ 6,687 $ 6,457 Revenue by Geographic Location (in thousands) Three Months Ended March 31, 2026 2025 $ % $ % Americas $ 2,494 37.3 % $ 3,058 47.3 % EMEA 3,552 53.1 % 3,066 47.5 % Asia Pacific 641 9.6 % 333 5.2 % Total $ 6,687 100 % $ 6,457 100 % The tables above provide revenue from contracts with customers by source and geographic region (based on the customer’s billing address) on a disaggregated basis. Americas consists of North America and South America. EMEA consists of Europe, the Middle East and Africa. Asia Pacific includes China, Japan, South Korea, Singapore, India and Australia. For the three months ended March 31, 2026 and 2025 , the United States represented approximately 30 % and 38 % of total revenue, respectively. For the three months ended March 31, 2026, France represented approximately 11 % of total revenue. No other countries represented greater than 10% of total revenue during the three months ended March 31, 2026 and 2025. Remaining Performance Obligations As of March 31, 2026, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was $ 1.3 million . These remaining performance obligations primarily relate to extended warranty and support and maintenance obligations, as well as obligations related to software under hosting arrangements. The Company expects to recognize approximately 82.3 % during the remainder of 2026 , 13.2 % in 2027 , and 4.5 % in 2028 . Warranty revenue is included in service and other revenue. The Company recognized revenue of $ 0.7 million and $ 0.7 million during the three months ended March 31, 2026 and 2025 , respectively, which was included in the contract liability balance at the end of the year preceding each period. 4. Balance Sheet Account Details Accounts Receivable and Allowance for Credit Losses (in thousands) March 31, 2026 December 31, 2025 December 31, 2024 Accounts receivable, net: Accounts receivable, trade $ 4,151 $ 5,218 $ 4,909 Less allowance for credit losses ( 18 ) ( 18 ) ( 157 ) Total accounts receivable, net $ 4,133 $ 5,200 $ 4,752 13 Table of Contents Changes to the allowance for credit losses during the three months ended March 31, 2026 and 2025 were as follows (in thousands): Allowance for Credit Losses Balance as of January 1, 2025 $ ( 157 ) Provision for expected credit loss — Write-offs 49 Balance as of March 31, 2025 ( 108 ) Balance as of January 1, 2026 ( 18 ) Provision for expected credit loss — Write-offs — Balance as of March 31, 2026 $ ( 18 ) 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. Inventory The components of inventories, net of reserve, are as follows (in thousands): March 31, December 31, 2026 2025 Inventory: Raw materials $ 5,698 $ 5,539 Work in process 136 663 Finished goods 1,854 1,626 Total inventory $ 7,688 $ 7,828 Inventories current $ 5,307 $ 5,448 Inventories non-current (included in other long-term assets) $ 2,381 $ 2,380 Property and Equipment, Net Property and equipment, net consist of the following (in thousands): March 31, 2026 December 31, 2025 Computer and office equipment $ 2,568 $ 2,707 Lab equipment 14,695 14,846 Service equipment placed at customer sites 22,852 22,608 Leasehold improvements 2,506 2,886 Total property and equipment, gross 42,621 43,047 Less accumulated depreciation and amortization ( 28,581 ) ( 28,200 ) Total property and equipment, net $ 14,040 $ 14,847 For the three months ended March 31, 2026 and 2025, the Company recorded depreciation expense of $ 1.0 million and $ 1.1 million , respectively, which includes an allocation to cost of revenue of $ 0.7 million and $ 0.7 million respectively. 14 Table of Contents Intangible Assets Intangible assets that are subject to amortization consisted of the following at March 31, 2026 and December 31, 2025 (in thousands): March 31, 2026 December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 1,000 $ ( 892 ) $ 108 $ 1,000 $ ( 842 ) $ 158 Customer relationships 3,000 ( 2,675 ) 325 3,000 ( 2,525 ) 475 Developed technology 22,800 ( 20,330 ) 2,470 22,800 ( 19,190 ) 3,610 Intangibles, net $ 26,800 $ ( 23,897 ) $ 2,903 $ 26,800 $ ( 22,557 ) $ 4,243 Intangible assets not subject to amortization totaled $ 0.1 million at March 31, 2026 and December 31, 2025 and related to the Company’s domain name. Accrued Expenses Accrued expenses consist of the following (in thousands): March 31, 2026 December 31, 2025 Compensation expenses $ 2,429 $ 3,537 Taxes payable 197 272 Insurance 210 502 Professional fees and royalties 73 89 Warranty liabilities 629 561 Other 458 499 Total $ 3,996 $ 5,460 Compensation expenses include accrued restructuring costs of $ 0.2 million and $ 0.3 million as of March 31, 2026 and December 31, 2025, respectively . Refer to Note 7 (Commitments and Contingencies). 5. Debt 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: • 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 . The closing of the JGB Debentures Offering occurred on May 24, 2024. 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 Debentures have an aggregate face value of $ 20.0 million and were issued with an original issue discount of $ 2.0 million . The Debentures mature on May 24, 2026, and have an interest rate of 11.0 % per annum payable monthly on the last business day of each calendar month. During the three months ended March 31, 2026, the Company paid the Holders $ 0.3 million in interest, which is included in the change in fair value within other income (expense), net. 15 Table of Contents 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. During the year ended December 31, 2024, 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. The Holders of the Debentures requested that the Company redeem up to $ 1.0 million per calendar month of its Debentures and 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 (in thousands) of potential redemptions each year until the maturity of the Debentures as of March 31, 2026. 2026 $ 10,266 Total $ 10,266 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. No partial redemptions by the Company are permitted. At the election of the holder, each Debenture is convertible, in whole or in part, at any time and from time to time at a conversion price of $ 16.20 per share of common stock. The conversion price is subject to adjustment for stock dividends, stock splits, and certain other corporate events. Notwithstanding the foregoing, the Company will not effect any conversion under the Debentures to the extent that such conversion would cause the holder’s beneficial ownership of the Company’s common stock to exceed 4.99 % (or 9.99 % at the election of the holder) of the Company’s issued and outstanding common stock. Under the Debentures, the Company must at all times maintain a cash or restricted investments balance equal to the lesser of (a) $ 11.0 million and (b) the then outstanding principal balance of the Debentures, in a blocked account. In addition, for as long as any portion of the Debentures remain outstanding, the Company is generally restricted from: incurring indebtedness; granting or suffering liens on any of its property or assets; amending its organizational documents; repurchasing any of its securities; paying dividends; selling, disposing, licensing or leasing its assets other than in the ordinary course; and other customary restrictive covenants. The Debentures also set forth certain customary events of default after which the Debentures may be 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 March 31, 2026, the Company had $ 10.3 million of principal outstanding, including $ 0.5 million of the “Fill-Up Amount” (as defined in the JGB Amendment (as defined below)) that was adjusted to the principal outstanding balance as of December 31, 2024. 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, 2026 was as follows (in thousands): 16 Table of Contents Debentures Principal balance, January 1, 2026 $ 10,266 Less: Conversions — Redemption payments of principal — Debentures principal balance, March 31, 2026 $ 10,266 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. 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 (in thousands): Three Months Ended March 31, 2026 2025 Other interest expense ( 72 ) ( 85 ) Changes in estimated fair value on convertible debentures ( 456 ) 5,071 Other income (expense) ( 91 ) 94 Total other income (expense) $ ( 619 ) $ 5,080 6. Stockholders’ Equity and Stock-Based Compensation Sale of Common Stock Cowen At-the-Market Facility On March 23, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”) which provides for the sale, in the Company’s sole discretion, of shares of common stock having an aggregate offering price of up to $ 350.0 million through or to Cowen, acting as sales agent or principal, which was amended on March 9, 2023 to decrease the maximum aggregate offering price to $ 200.0 million for sales made on and after the date of the amendment (the “Cowen ATM”). The Company agreed to pay Cowen a commission of up to 3.0 % of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and 17 Table of Contents provide Cowen with customary indemnification and contribution rights. 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. 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 . From April to May 2026, the Company sold approximately 0.2 million shares of common stock under the ATM Agreement at an average share price of $ 1.23 per share, and received gross proceeds of approximately $ 0.3 million before deducting offering costs of $ 0.01 million . Stock Warrants A summary of the Company’s warrant activity during the three months ended March 31, 2026 was as follows: Shares of Stock under Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2026 12,080,500 $ 13.22 2.87 $ — Granted — — — — Exercised — — — — Canceled — — — — Outstanding at March 31, 2026 12,080,500 $ 13.22 2.87 $ — Stock Options A summary of the Company’s stock option activity during the three months ended March 31, 2026 was as follows: Shares of Stock under Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2026 190,000 $ 237.26 8.71 $ — Granted 443,000 1.27 — — Exercised — — — — Canceled ( 9,000 ) 35.59 — — Outstanding and expected to vest at March 31, 2026 624,000 71.22 9.39 132.00 Vested and exercisable at March 31, 2026 131,000 $ 316.26 8.23 $ — For the three months ended March 31, 2026, the weighted-average grant date fair value of stock options granted was $ 1.05 per share. 18 Table of Contents Stock-Based Compensation The Company recognized stock-based compensation expense for the periods presented as follows (in thousands): Three Months Ended March 31, 2026 2025 Cost of product revenue $ 31 $ 37 Cost of service and other revenue — — Research and development 78 250 General and administrative 561 1,300 Total stock-based compensation expense $ 670 $ 1,587 The weighted-average assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of the employee stock option grants during the periods presented were as follows: Three Months Ended March 31, 2026 2025 Risk-free interest rate 3.9 % 4.1 % Expected volatility 109.6 % 138.5 % Expected term (in years) 5.7 5.7 Expected dividend yield 0.0 % 0.0 % Restricted Stock Units The following table summarizes RSU activity during the three months ended March 31, 2026: Stock Units Weighted- Average Grant Date Fair Value per Share Outstanding at January 1, 2026 3,490 $ 290.34 Granted — — Released ( 360 ) 992.86 Forfeited ( 60 ) 72.58 Outstanding at March 31, 2026 3,070 $ 208.87 The total fair value of the RSUs that vested during the three months ended March 31, 2026 was $ 0.4 million , determined as of the date of vesting. The weighted average remaining contractual term for the RSUs was 2.0 years as of March 31, 2026. Executive Option Grants On February 2, 2026, the compensation committee of the Company’s board of directors granted various executive officers stock options to purchase an aggregate of approximately 0.2 million shares of common stock at an exercise price of $ 1.27 per share, with an effective grant date and vesting commencement date of February 2, 2026. 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. 19 Table of Contents 7. Commitments and Contingencies Leases The Company has entered into various operating lease agreements and a finance lease agreement, primarily relating to the Company’s office, laboratory, and manufacturing space. The future minimum payments under non-cancellable operating and finance leases as of March 31, 2026, are as follows (in thousands): Operating Leases Finance Lease Remainder of 2026 661 261 2027 769 357 2028 804 365 2029 840 373 2030 1,052 382 Thereafter — 4,474 Total future lease payments 4,126 6,212 Less: imputed interest ( 973 ) ( 2,503 ) Total lease liabilities 3,153 3,709 Less: lease liability, current portion 646 246 Lease liability, net of current portion $ 2,507 $ 3,463 Restructuring 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 Worker Adjustment and Retraining Notification (“WARN”) Act. There were no restructuring charges incurred for the three months ended March 31, 2026 and 2025 . The following is a summary of the accrued restructuring liability that was recorded in connection with the reductions in force for the three months ended March 31, 2026 and 2025 included within accrued expenses on the unaudited condensed consolidated financial statements (in thousands): Accrued restructuring as of January 1, 2025 $ 561 Restructuring charges incurred during the period — Cash payments ( 302 ) Accrued restructuring as of December 31, 2025 $ 259 Accrued restructuring as of January 1, 2026 $ 259 Restructuring charges incurred during the period — Cash payments ( 31 ) Accrued restructuring as of March 31, 2026 $ 228 Litigation 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. These matters arise in the ordinary course and conduct of the business. The Company regularly assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in the unaudited condensed consolidated financial statements. 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 material claims or legal actions. 20 Table of Contents 8. Investments and Fair Value Measurements The Company holds investment securities that consist of highly liquid, investment grade debt securities. The Company determines the fair value of its investment securities based upon one or more valuations reported by its investment accounting and reporting service provider. The investment service provider values the securities using a hierarchical security pricing model that relies primarily on valuations provided by an industry-recognized valuation service. Such valuations may be based on trade prices in active markets for identical assets or liabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curves, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, and broker and dealer quotes, as well as other relevant economic measures. The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands): March 31, 2026 Fair Value Measurement Category Total Fair Value and Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: U.S. treasuries classified as short-term investments $ 10,980 $ — $ 10,980 $ — Money market funds classified as cash equivalents $ 1,807 $ 1,807 $ — $ — Money market funds classified as restricted cash and investments $ 1,487 $ 1,487 $ — $ — U.S. treasuries classified as restricted cash and investments $ 8,779 $ — $ 8,779 $ — Liabilities: Convertible debentures payable $ 10,152 $ — $ — $ 10,152 The Company’s restricted cash and investments balance of $ 10.3 million as of March 31, 2026 includes $ 1.5 million of money market funds that were recorded as restricted cash and $ 8.8 million of U.S. treasuries that were recorded as restricted investments. December 31, 2025 Fair Value Measurement Category Total Fair Value and Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: U.S. treasuries classified as short-term investments $ 16,279 $ — $ 16,279 $ — Money market funds classified as cash equivalents $ 1,887 $ 1,887 $ — $ — Money market funds classified as restricted cash and investments $ 1,519 $ 1,519 $ — $ — U.S. treasuries classified as restricted cash and investments $ 8,747 $ — $ 8,747 $ — Liabilities: Convertible debentures payable $ 9,979 $ — $ — $ 9,979 The Company’s restricted cash and investments balance of $ 10.3 million as of December 31, 2025 includes $ 1.4 million of money market funds that were recorded as restricted cash and $ 8.8 million of U.S. treasuries that were recorded as restricted investments. 21 Table of Contents JGB Convertible Debentures Payable The fair value of the JGB convertible debentures maturing in 2026, which were issued on May 24, 2024 were estimated using a scenario-based analysis on a quarterly basis. The fair value was estimated using a lattice model. The key input assumptions utilized are summarized in the table below: Convertible Debentures Payable March 31, 2026 December 31, 2025 Expected volatility 90.10 % 116.00 % Risk-free interest rate 3.69 % 3.59 % Term to maturity (years) 0.15 0.40 Debt discount rate 18.42 % 18.17 % Equity discount rate 3.69 % 3.59 % 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. Changes in estimated fair value of convertible debentures payable in the three months ended March 31, 2026 and 2025 are as follows (in thousands): Convertible Debentures Payable (Level 3 Measurement) Balance as of January 1, 2025 $ 20,362 Changes in estimated fair value, interest and redemption payments, recorded in other income (expense), net ( 5,472 ) Conversions to common stock ( 350 ) Cash payments on redemptions ( 1,500 ) Balance as of March 31, 2025 $ 13,040 Balance as of January 1, 2026 $ 9,979 Changes in estimated fair value, interest and redemption payments, recorded in other income (expense), net 173 Conversions to common stock — Cash payments on redemptions — Balance as of March 31, 2026 $ 10,152 Available for Sale Investments The Company invests its excess cash in U.S. Treasury and agency securities, corporate debt securities, and commercial paper, which are classified as available-for-sale investments. These investments are carried at fair value and are included in the tables below. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. At each reporting date, the Company evaluates securities with unrealized losses to determine whether such losses, if any, are due to credit-related factors. The Company evaluates, among others, whether the Company has the intention to sell any of these investments and whether it is not more likely than not that the Company will be required to sell any of them before recovery of the amortized cost basis. Neither of these criteria were met in any period presented. The credit ratings of the securities held remain of the highest quality. 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 March 31, 2026 and December 31, 2025 , 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 March 31, 2026 and December 31, 2025, the Company held nine and two securities, respectively, which have been in an unrealized loss position for a period of less than 12 months. As of March 31, 2026 and December 31, 2025 , the Company held no securities which have been in an unrealized loss position for a period of greater than 12 months. 22 Table of Contents 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 three months ended March 31, 2026 , the Company did no t sell any of its available for sale securities. The Company recognizes losses in other income relating to any sales of its securities. Amounts are reclassified out of accumulated other comprehensive income into earnings using the specific identification method when sales are realized. Interest receivable was immaterial as of March 31, 2026 and December 31, 2025. Interest receivable is recorded as a component of prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. As of March 31, 2026, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments and restricted cash and investments (in thousands): Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value U.S. treasuries classified as short-term investments Less than 1 10,980 — — 10,980 U.S. treasuries classified as restricted cash and investments Less than 1 8,780 — ( 1 ) 8,779 Total maturity less than 1 year $ 19,760 $ — $ ( 1 ) $ 19,759 As of December 31, 2025, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments and restricted cash and investments (in thousands): Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value U.S. treasuries classified as short-term investments Less than 1 16,278 1 — 16,279 U.S. treasuries classified as restricted cash and investments Less than 1 8,746 1 — 8,747 Total maturity less than 1 year $ 25,024 $ 2 $ — $ 25,026 As of March 31, 2026 , there were no available-for-sale securities listed as investments in an unrealized loss position. As of March 31, 2026, the following table summarizes available-for-sale securities in an unrealized loss position for the available for sale securities presented within restricted cash and investments (in thousands): Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss U.S. treasuries classified as restricted cash and investments 8,780 ( 1 ) — — 8,780 ( 1 ) Total $ 8,780 $ ( 1 ) $ — $ — $ 8,780 $ ( 1 ) As of December 31, 2025 , there were no available-for-sale securities listed as investments in an unrealized loss position. 23 Table of Contents As of December 31, 2025, the following table summarizes available-for-sale securities in an unrealized loss position for the available for sale securities presented within restricted cash and investments (in thousands): Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Corporate Notes/Bonds $ 4,670 $ — $ — $ — $ 4,670 $ — Total $ 4,670 $ — $ — $ — $ 4,670 $ — 9. 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 (in thousands): Three Months Ended March 31, 2026 2025 Revenues $ 6,687 $ 6,457 Cost of revenue 3,435 3,519 Operating expenses Salaries, wages, and benefits 5,762 5,822 Contracted services 2,146 2,679 Non-inventory materials 247 81 Consulting 173 513 Rent and facilities 731 572 Depreciation and amortization 1,712 1,830 Travel and entertainment 215 127 Administrative and other 163 ( 221 ) Total operating expenses 11,149 11,403 Loss from operations $ ( 7,897 ) $ ( 8,465 ) Administrative and other primarily includes operating expenses for gain on lease termination/modification, disposals of property, plant, and equipment and taxes, interest, and fees. 24 Table of Contents