Bionano Genomics Files 2025 Proxy Statement

TL;DR

BNGO proxy filed. Vote on directors & auditors for Jan 15 meeting.

AI Summary

Bionano Genomics, Inc. filed its definitive proxy statement (DEF 14A) on December 5, 2024, for its annual meeting of stockholders scheduled for January 15, 2025. The filing outlines the company's governance, executive compensation, and proposals to be voted on by shareholders, including the election of directors and ratification of its independent registered public accounting firm.

Why It Matters

This filing provides shareholders with crucial information regarding company leadership and voting matters, enabling informed participation in corporate governance decisions.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently introduce new risks.

Key Players & Entities

• Bionano Genomics, Inc. (company) — Registrant
• 0001140361-24-048499 (filing_id) — Accession Number
• 20241205 (date) — Filing Date
• 20250115 (date) — Meeting Date

FAQ

Key Financial Figures

• $20,000 — ments, which are not expected to exceed $20,000 in total. If you have any questions reg

Filing Documents

• ny20038781x2_def14a.htm (DEF 14A) — 311KB
• logo_bionano02.jpg (GRAPHIC) — 25KB
• ny20038781x2_pc01.jpg (GRAPHIC) — 593KB
• ny20038781x2_pc02.jpg (GRAPHIC) — 493KB
• 0001140361-24-048499.txt ( ) — 1841KB

From the Filing

DEF 14A 1 ny20038781x2_def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under 240.14a-12 Bionano Genomics, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS BIONANO GENOMICS, INC. 9540 Towne Centre Drive, Suite 100 San Diego, CA 92121 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held On Wednesday, January 15, 2025 Dear Stockholders: You are cordially invited to attend a Special Meeting of Stockholders (the "Special Meeting") of Bionano Genomics, Inc., a Delaware corporation (the "Company"), to be held on Wednesday, January 15, 2025, at 10:00 a.m. Pacific Time. The Special Meeting will be held in a virtual meeting format only, via live audio webcast. You will not be able to attend the Special Meeting in person. You will be able to attend and participate in the Special Meeting online by visiting https://www.virtualshareholdermeeting.com/BNGO2025SM, where you will be able to listen to the meeting live, submit questions and vote. You will need to have the control number included in the Notice of Internet Availability of Proxy Materials (the "Notice"), on your voting instruction form, on your proxy card or on the instructions that accompanied your proxy materials to participate in the virtual Special Meeting. As always, we encourage you to vote your shares prior to the Special Meeting. You are being asked to vote on the following matter: 1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 19,762,226 shares of common stock upon the exercise of certain Series C warrants and Series D warrants issued pursuant to the securities purchase agreement, dated October 30, 2024, among the Company and certain institutional investors party thereto. We refer to this as the "Share Issuance Proposal" or "Proposal 1." 2. To approve a series of alternate amendments to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect, at the option of our Board of Directors, a reverse stock split of our common stock at a ratio between 1-for-25 and 1-for-75, inclusive, as determined by our Board of Directors in its sole discretion and with such reverse stock split to be effected at such time and date, if at all, as determined by our board of directors in its sole discretion. We refer to this as the "Reverse Stock Split Proposal" or "Proposal 2." These items of business are more fully described in the Proxy Statement accompanying this notice. The record date for the Special Meeting is Thursday, November 21, 2024. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof. Stockholders of record must have the control number included in your Notice, on your voting instruction form, on your proxy card or on the instructions that accompanied your proxy materials to participate in the Special Meeting. If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through the http://www.ProxyVote.com website, then you may access, participate in, and vote at the Special Meeting with the control number indicated in your Notice, on your voting instruction form, on your proxy card or on the instructions that accompanied your proxy materials. Otherwise, stockholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the Special Meeting) and obtain a "legal proxy" in order to be able to participate in or vote at the Special Meeting. Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on Wednesday, January 15, 2025 at 10:00 a.m. Pacific Time via live audio webcast at www.virtualshareholdermeeting.com/BNGO2025SM. TABLE OF CONTENTS The Company's Notice and proxy materials are available at www.proxyvote.com. By Order of the Board of Directors /s/ Jonathan Dixon Jonathan Dixon Secretary San Diego, California December 5, 2024 You are cordially invited to attend the virtual Special Meeting. Whether or not y

View Full Filing

View this DEF 14A filing on SEC EDGAR