Form 8-K

8-K — Bionano Genomics, Inc.

Accession: 0001411690-26-000027

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001411690

SIC: 3826 (LABORATORY ANALYTICAL INSTRUMENTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bngo-20260513.htm (Primary)

EX-99.1 (bngo-ex99_1.htm)

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8-K

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Filename: bngo-20260513.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2026

Bionano Genomics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38613

26-1756290

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9540 Towne Centre Drive, Suite 100

San Diego, California

92121

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 888-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

BNGO

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 13 2026, Bionano Genomics, Inc. (the “Company”) issued a press release reporting its financial results for the first quarter ended March 31, 2026. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information contained or incorporated into this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release issued May 13, 2026, reporting financial results for the first quarter ended March 31, 2026

104

Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Bionano Genomics, Inc.

Date: May 13, 2026

By:

/s/ Albert A. Luderer, Ph.D.

Albert A. Luderer, Ph.D.

Interim Chief Executive Officer

EX-99.1

Filename: bngo-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Bionano Reports First Quarter 2026 Results and Provides a Business Update

Conference call today, May 13, 2026, at 4:30 PM ET

SAN DIEGO, May 13, 2026 (GLOBE NEWSWIRE) — Bionano Genomics, Inc. (Nasdaq: BNGO) today reported financial results for the first quarter ended March 31, 2026.

“The Bionano business is healthy, with first quarter results reflecting the continued engagement of our installed base and positive utilization trends across our optical genome mapping (OGM) and VIA software user community," commented Al Luderer, Ph.D., chairman and interim chief executive officer of Bionano. "The evidence base supporting OGM continues to expand across hematologic malignancies, constitutional genetics, and cell and gene therapy applications, and we are seeing global broad-based adoption at leading institutions. We remain convinced that OGM is on a clear and accelerating path to becoming the standard for comprehensive, genome-wide structural variant analysis. Equally important, we are closing in on a meaningful balance sheet milestone - the expected retirement of our secured convertible debt - which will further strengthen our financial position and allow us to direct future capital towards growing our business.”

Q1 2026 Financial Results

For the three-month period ended March 31, 2026, as compared to the same period of 2025:

•

Reported total revenue of $6.7 million, representing an increase of 4% from $6.5 million compared to the first quarter of 2025.

•

Consumables revenue was $3.9 million, representing an increase of 20% compared to the first quarter of 2025.

•

Sold 8,178 nanochannel array flow cells in the first quarter of 2026, representing an increase of 17% over the 6,994 flow cells sold in the first quarter of 2025.

•

Generated gross margin of 49%, compared to 46% for the first quarter of 2025, and adjusted gross margin1 of 49%, compared to 46% for the first quarter of 2025.

•

Reduced operating expenses by 2% to $11.1 million and increased adjusted operating expense1 by 7%to $9.1 million.

Recent Business Highlights:

•

January 1, 2026, a new Category I CPT code (81354) for the use of OGM in cytogenomic genome-wide analysis to detect structural and copy number variations related to constitutional genetic disorders, went effective on the clinical lab fee schedule (CLFS). The new code covers the OGM-Dx™ Postnatal Whole Genome SV and OGM-Dx™ Prenatal Whole Genome SV LDTs and is priced above comparable microarray codes.

•

Final 2026 Clinical Lab Fee Schedule reflected a 47% increase in the payment determination for CPT code 81195, covering OGM use in hematologic malignancy analysis, rising from $1,263.53 to $1,853.22, effective January 1, 2026.

•

New publication from Johns Hopkins and MD Anderson Cancer Center in the American Journal of Hematology demonstrating that OGM can significantly outperform traditional analytical methods for detection of structural variations and chromosomal abnormalities in multiple myeloma.

1”Adjusted gross margin” and “adjusted operating expense” are non-GAAP financial measures. Please refer to the section titled “Adjusted Financial Measures” below for a description of the adjusted financial measures used herein. Reconciliations of adjusted financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this release.

•

New publication from Sanford Burnham Prebys Medical Discovery Institute describing use of OGM to detect genomic alterations introduced by gene editing technologies.

•

Demonstrated growing utility of OGM in analysis of rare diseases with 28 publications in the first quarter, a 56% increase over the prior year period.

•

Highlighted advances in optical genome mapping through twelve studies presented at ACMG 2026.

•

Hosted the Bionano Symposium 2026 with robust attendance, drawing more than 1,250 registrants across nearly 35 external presentations from 33 different presenters, spanning hematologic malignancies, oncology research, bioprocessing applications, and constitutional genetic disorder research, with leading institutions describing automation of OGM workflows and plans to scale to thousands of samples per year.

2026 Outlook

We anticipate the following results for Q2 and the full year 2026:

•

Q2 2026 revenue guidance in the range of $7.5 to $7.8 million.

•

Full year 2026 revenue guidance in the range of $30 to $33 million.

Webcast Details

Date:

Wednesday, May 13, 2026

Time:

4:30 p.m. Eastern Time

Participant Registration:

https://register-conf.media-server.com/register/BIcf397bb0971248a18f92eceaabc9edda

Webcast:

https://edge.media-server.com/mmc/p/6tmtcpga/

Participants should register at the link above in advance of the call, and then click the webcast link before the call begins. An archived version of the webcast will be available for replay in the Investors section of the Bionano website.

About Bionano

Bionano is a provider of genome analysis solutions that can enable researchers and clinicians to reveal answers to challenging questions in biology and medicine. The Company’s mission is to transform the way the world sees the genome through optical genome mapping (OGM) solutions, diagnostic services and software. The Company offers OGM solutions for applications across basic, translational and clinical research. The Company also offers an industry-leading, platform-agnostic genome analysis software solution, and nucleic acid extraction and purification solutions using proprietary isotachophoresis (ITP) technology. Through its Lineagen, Inc. d/b/a Bionano Laboratories business, the Company also offers OGM-based diagnostic testing services.

For more information, visit www.bionano.com or  www.bionanolaboratories.com.

Bionano’s products are for research use only and not for use in diagnostic procedures.

Adjusted Financial Measures

Note: Effective with the fiscal period ended March 31, 2026, the Company renamed certain of its non-GAAP financial measures. Measures previously reported as "non-GAAP gross margin," "non-GAAP operating expense," and other titles using "non-GAAP" are now presented as "adjusted gross margin," "adjusted operating expense," and similar designations, respectively. These title changes are intended solely to simplify the Company’s presentation and align with the nomenclature commonly used by the Company’s peers. The definitions, methodologies, and components underlying each of these measures remain unchanged from prior periods, and no adjustments have been made to the items included in, or excluded from, the calculation of any such measure on account of the title changes. Prior-period amounts and descriptions have been recast to conform to the current-period presentation.

To supplement Bionano’s financial results reported in accordance with U.S. generally accepted accounting principles (GAAP), the Company has provided adjusted gross margin and adjusted operating expense in this press release and the accompanying conference call, each of which is a adjusted financial measure. The most directly comparable GAAP measures to these adjusted financial measures are gross margin, cost of revenue, selling, general and administrative expense, research and development expense, intangible assets and other long-lived assets impairment, restructuring costs and operating expense, each as reported in accordance with GAAP. Adjusted gross margin excludes from gross margin reported in accordance with GAAP: stock-based compensation. Adjusted operating expense excludes from operating expense reported in accordance with GAAP: stock-based compensation, amortization of intangibles, and transaction-related expenses. In addition, our reconciliation table provided at the end of this release contains certain additional adjusted metrics, including adjusted cost of revenue, adjusted selling, general and administrative expense, adjusted research and development expense, adjusted intangible assets and other long-lived assets impairment and adjusted restructuring costs, each with adjustments as presented in the table. Stock-based compensation and certain other items excluded from our adjusted financial measures are recurring expenses for us and are expected to continue in future periods.

Bionano believes that each of these adjusted metrics is useful to investors and analysts as a supplement to its financial information prepared in accordance with GAAP for analyzing the Company’s performance and identifying trends in its business. Bionano uses these adjusted metrics internally to facilitate period-to-period comparisons and analysis of its performance in order to understand, manage and evaluate its business, to make operating decisions, and for forecasting and budgeting. Accordingly, Bionano believes presentation of these adjusted measures allows for greater transparency with respect to key financial metrics it uses in assessing its own operating performance and making operating decisions.

These adjusted financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures; should be read in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP; have no standardized meaning prescribed by GAAP; and are not prepared under any comprehensive set of accounting rules or principles. In addition, from time to time in the future, there may be other items that the Company may exclude for purposes of its adjusted financial measures; and the Company may in the future cease to exclude items that it has historically excluded for purposes of its adjusted financial measures. Likewise, the Company may determine to modify the nature of its adjustments to arrive at its adjusted financial measures. Because of the non-standardized definitions of adjusted financial measures, each adjusted financial measure as used by Bionano in this press release and the accompanying reconciliation table has limits in its usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.

For a reconciliation of adjusted gross margin to gross margin reported in accordance with GAAP and adjusted operating expense to operating expense reported in accordance with GAAP, please refer to the financial tables accompanying this press release.

Forward-Looking Statements of Bionano Genomics

This press release and the accompanying conference call contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) convey uncertainty of future events or outcomes and are intended to identify forward-looking statements. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: our expectations regarding market adoption of our products; our commercial prospects and future financial and operating results; and our ability to meet our stated goals and commercial opportunities, including our full year and first quarter 2026 guidance. Each of these forward-looking statements involves risks and uncertainties. Accordingly, investors and prospective investors are cautioned not to place undue reliance on these forward-looking statements as they involve inherent risk and uncertainty (both general and specific) and should note that they are provided as a general guide only and should not be relied on as an indication or guarantee of future performance.

There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to: our ability to improve our margins, extend our cash runway and reach a potential pathway to profitability; our ability to retire our debt at maturity; our ability to continue as a going concern as disclosed in our filings with the SEC, which requires us to manage costs and obtain significant additional financing to fund our strategic plans and commercialization efforts; our ability to execute on our strategy and achieve our objectives; the impact and utility of our cost savings initiative and our recent financing; our ability to continue to drive OGM (as defined above) adoption by potential customers for routine use in genomic analysis; the impact, or lack thereof, of Category I CPT codes to accelerate or increase the adoption of OGM; continued research, presentations and publications involving OGM and its utility compared to traditional cytogenetics and our technologies; the impact of our Stratys™ system and VIA™ software to increase throughput and simplify analysis of OGM data; our ability to drive adoption of OGM and our technology solutions; our ability to further deploy new products and applications for our technology platforms; our expectations and beliefs regarding future growth of the business and the markets in which we operate; our ability to consummate any strategic alternatives including the risk that if we fail to obtain additional financing we may seek relief under applicable insolvency laws; the size and growth potential of the markets for our products, and our ability to serve those markets; the rate and degree of market acceptance of our products; our ability to manage the growth of our business and integrate acquired businesses; our ability to expand our commercial organization to address effectively existing and new markets that we intend to target; the impact from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries; our ability to compete effectively in a competitive industry; the introduction of competitive technologies or improvements in existing technologies and the success of any such technologies; the performance of our third-party contract sales organizations, suppliers and manufacturers; our ability to attract and retain key scientific or management personnel; the accuracy of our estimates regarding expenses, future revenues, reimbursement rates, capital requirements and needs for additional financing; the impact of adverse geopolitical and macroeconomic developments, such as recent and future bank failures, ongoing international conflicts, and related sanctions, regional or global pandemics, inflation, tariffs, increased cost of goods, supply chain issues, and global financial market conditions; on our business and operations, as well as the business or operations of our suppliers, customers, manufacturers, research partners and other third parties with whom we conduct business and our expectations with respect to the duration of such impacts and the resulting effects on our business; our ability to realize the anticipated benefits and synergies of our prior and any future acquisitions or other strategic transactions; our ability to attract collaborators and strategic partnerships; and the risks and uncertainties associated with our business and financial condition in general, including the risks and uncertainties described in our filings with the Securities and Exchange Commission (“SEC”), including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025, any subsequently filed Quarterly Reports on Form 10-Q and in other filings subsequently made by us with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise, except as may be required by law.

CONTACT

Investor Relations:

Webb Campbell

Gilmartin Group

+1 (415) 520-5817

IR@bionano.com

BIONANO GENOMICS, INC

Condensed Consolidated Balance Sheet (Unaudited)

(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 investments

10,266

Total current assets

38,975

45,386

Property and equipment, net

14,040

14,847

Operating lease right-of-use asset

3,062

3,217

Financing lease right-of-use asset

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 and High Trail notes 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

Stockholders’ equity:

Preferred stock

—

Common stock

Additional paid-in capital

765,373

764,026

Accumulated deficit

(727,923

)

(719,620

)

Accumulated other comprehensive income (loss)

Total stockholders’ equity

37,463

44,424

Total liabilities and stockholders’ equity

64,804

73,584

Bionano Genomics, Inc.

Condensed Consolidated Statement of Operations (Unaudited)

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 (expenses):

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

)

Net loss

(8,303

)

(3,102

)

Bionano Genomics, Inc.

Reconciliation of GAAP to Adjusted Financial Measures (Unaudited)

Three Months Ended March 31,

2026

2025

GAAP gross margin:

GAAP revenue

6,687

6,457

GAAP cost of revenue

3,435

3,519

GAAP gross profit

3,252

2,938

GAAP gross margin %

Adjusted gross margin:

GAAP revenue

6,687

6,457

GAAP cost of revenue

3,435

3,519

Stock-based compensation expense

(31

)

(37

)

Adjusted cost of revenue

3,404

3,482

Adjusted gross profit

3,283

2,975

Adjusted gross margin %

GAAP operating expense

GAAP selling, general and administrative expense

8,010

9,033

Stock-based compensation expense

(561

)

(1,300

)

Intangible asset amortization

(1,340

)

(1,340

)

Transaction related expenses

(100

)

(63

)

Adjusted selling, general and administrative expense

6,009

6,330

GAAP research and development expense

3,139

2,370

Stock-based compensation expense

(78

)

(250

)

Adjusted research and development expense

3,061

2,120

Total adjusted operating expense

9,070

8,450

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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration