Bionano Genomics, Inc. (BNGO), today announced that
on December 19, 2024, it published an open letter to
stockholders in support of its proposals at its upcoming special
meeting of stockholders, a copy of which is included at the end of
this press release.
Details of the Special Meeting of
Stockholders
The special meeting of stockholders will be held
virtually, via live webcast at
www.virtualshareholdermeeting.com/BNGO2025SM, on January 15,
2025, at 10:00 a.m. Pacific Time. Stockholders of record as
of November 21, 2024, may vote at the special meeting or by
proxy over the telephone, through the internet or using the Notice
of Internet Availability of Proxy Materials mailed to such
stockholders. Stockholders may change their vote at any time before
the final vote at the special meeting.
Details regarding voting procedures are included in
the Company’s proxy statement for the special meeting, filed with
the U.S. Securities and Exchange Commission on December 5,
2024.
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.
Except as specifically noted otherwise, Bionano’s products are
for research use only and not for use in diagnostic procedures.
Letter to Stockholders
December 19, 2024
Re: Stockholder Action Letter:
Request for Vote!
Dear Fellow Stockholders:
I am writing to highlight the importance of the proposals
described in our Definitive Proxy Statement, filed with the SEC on
December 5, 2024 for a special meeting of stockholders to be held
on January 15, 2025, and to ask that you support them. In
particular, I am asking you to vote FOR proposal 2, the reverse
stock split proposal.
While a reverse stock split is not something Bionano’s Board of
Directors or management desire to undertake, we do believe it is
necessary because:
- A reverse
stock split would support ongoing compliance with Nasdaq listing
requirements. As a listed company on the Nasdaq Capital
Market, one of the continued listing requirements for our common
stock is a minimum bid price of at least $1.00 per share. Since our
stock, which closed at $0.21 yesterday, has traded below $1.00
since the end of May 2024, we are at risk of having our stock
delisted. A Nasdaq delisting would likely have a material adverse
effect on the value of our company and the value of your stock.
While we hope that market sentiment for our stock will be more
favorable in the near term, there is no assurance that even a
meaningful change would be sufficient to increase our stock price
above $1.00 in the time required to maintain our Nasdaq listing. We
therefore believe that a reverse split is our best option for
maintaining a Nasdaq listing.
- A reverse
stock split would result in potential improvement in the
marketability of our common stock. We believe that our
current stock price impacts our ability to prudently raise capital,
attract and retain talent, and provide us with the flexibility to
structure our finances and related transactions. We believe that
effecting a reverse stock split may provide a more attractive stock
price at which investors would be willing to contribute new capital
necessary for the Company to continue operations.
Our reverse stock split proposal is a request to support the
Company in a way that we believe is essential to achieving our
long-term goals.
Bionano’s business has been progressing and still
requires ongoing investment.
Bionano is focused on transforming traditional cytogenetic
workflows into a modern, molecular workflow based on optical genome
mapping (OGM). Over the last 18 months, Bionano has made some
significant changes to preserve cash, reduce expenses, improve
margins, and re-focus our efforts on value-generating customer
relationships. Our sales approach has shifted from a capital- and
labor-intensive effort to expand our user base and customer
acquisition, to now focusing on increasing utilization of our OGM
products with existing customers with deeper penetration. This
shift requires significantly less capital, less labor, and we
believe will enable us to meaningfully reduce Bionano’s future cash
needs and extend our current cash runway.
We continue to believe in the power of OGM to transform the way
the world sees the genome and see many positive indications that we
are making progress, including:
- Receipt of a category 1 CPT code
approval for OGM use in hematological malignancy analysis by the
American Medical Association (AMA) in May 2024.
- Publication of the first multi-site
study to analyze the utility of OGM in multiple myeloma in a study
conducted by researchers at University of Texas MD Anderson Cancer
Center and The Johns Hopkins Hospital.
- An installed base of OGM systems
that totaled 368 at the end of the third quarter of 2024, which
represented a 22% increase over the 301 installed systems reported
at the end of the third quarter of 2023.
- 7,835 nanochannel array flowcells
sold during the third quarter of 2024, which represented a 27%
increase over the 6,176 flowcells sold during the third quarter of
2023.
While we have made some extraordinary progress, there is still
work to do that will require continued investment. We believe that
the reverse stock split will increase our ability to raise capital
to continue this important work.
A vote FOR Proposal 2 would enable management to invest
prudently in the business and to continue driving
progress.
We believe it is imperative for stockholders to authorize
Bionano’s Board of Directors to effect a reverse stock split, as
outlined in Proposal 2, to continue and potentially accelerate the
momentum of OGM.
Please support management by voting FOR all proxy proposals.
Most importantly, please support management by voting FOR Proposal
2.
Sincerely,
Erik Holmlin, PhDPresident and CEOBionano Genomics, Inc.
Forward-Looking Statements
This letter contains certain “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Words such as “believe,” “continue,” “may,” “will,” “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 these forward-looking statements. Forward-looking
statements include statements regarding our intentions, beliefs,
projections, outlook, analyses or current expectations concerning,
among other things: the anticipated benefits of the reverse stock
split, including on the marketability and liquidity of our common
stock, our ability raise additional capital and to execute on our
long-term strategy, and our compliance with Nasdaq listing
requirements; the shift in our sales approach from capital- and
labor-intensive effort to expand our user base and customer
acquisition, to focus on increasing utilization of our OGM products
with existing customers with deeper penetration; our expectation of
a reduction future operating expenses; and efforts to extend our
cash runway. Each of these forward-looking statements involves
risks and uncertainties. Actual results or developments may differ
materially from those projected or implied in these forward-looking
statements. Factors that may cause such a difference include the
risks and uncertainties associated with: the timing and amount of
revenue we are able to recognize in a given fiscal period; the
impact of adverse geopolitical and macroeconomic events, such as
recent and potential future bank failures and the ongoing conflicts
between Ukraine and Russia and in the Middle East, on our business
and the global economy; general market conditions, including
inflation and supply chain disruptions; challenges inherent in
developing, manufacturing and commercializing our products; our
ability to further deploy new products and applications and expand
the market for our technology platforms; our expectations and
beliefs regarding future growth of the business and the markets in
which we operate; changes in our strategic and commercial plans;
our ability to continue as a “going concern” which requires us to
manage costs and obtain significant additional financing to fund
our strategic plans and commercialization efforts; our ability to
cure any deficiencies in compliance with Nasdaq Listing Rules that
could adversely affect our ability to raise capital and our
financial condition and business; our ability to consummate any
strategic alternatives; the risk that if we fail to obtain
additional financing we may seek relief under applicable insolvency
laws; the ability of medical and research institutions to obtain
funding to support adoption or continued use of our technologies;
study results that differ or contradict the results mentioned in
this press release; our ability to obtain stockholder approval for
the exercise of the Series C and Series D warrants; 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, including, without limitation, our Annual Report on
Form 10-K for the year ended December 31, 2023 and in other filings
subsequently made by us with the Securities and Exchange
Commission. 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 required by law.
CONTACTS
Company Contact:
Erik Holmlin, CEO
Bionano Genomics, Inc.
+1 (858) 888-7610
eholmlin@bionano.com
Investor Relations:
David Holmes
Gilmartin Group
+1 (858) 888-7625
IR@bionano.com
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