Bionano Adjourns Special Meeting of Stockholders to November 27, 2024

Rhea-AI Summary

Bionano Genomics (BNGO) has adjourned its Special Meeting of Stockholders to November 27, 2024, due to insufficient quorum. Only 30.7% of total shares were voted, falling short of the required 33.3% quorum. Of the votes submitted, 76.3% were in favor of the proposal regarding the issuance of common stock upon warrant exercise.

The voting polls will remain open until November 26, 2024. CEO Erik Holmlin emphasized the need for approximately 2.2 million additional votes to reach quorum, warning that failure to approve the proposal could adversely affect the company's ability to raise capital and impact its viability.

Positive

• 76.3% of submitted votes support the warrant exercise proposal

Negative

• Failed to reach quorum requirement of 33.3%, with only 30.7% of shares voted
• Potential risk to company's ability to raise future capital if proposal isn't approved
• Risk of impairment to company operations and viability without stockholder approval

Insights

Financial Analyst

The continued inability to reach quorum for this critical stockholder vote raises significant concerns. With only 30.7% of shares voted against a required 33.3% threshold, Bionano faces potential challenges in executing its warrant exercise plan. The high approval rate of 76.3% among voting shareholders suggests support for the proposal, but overall participation remains insufficient. The CEO's stark warning about future capital raising difficulties without approval is particularly concerning for a company with a small market cap of $29.5M. This situation creates uncertainty around Bionano's ability to maintain adequate funding for operations, especially critical given the company's current financial position and cash burn rate.

Special Meeting of Stockholders Adjourned Due to Lack of Quorum

SAN DIEGO, Oct. 31, 2024 (GLOBE NEWSWIRE) -- Bionano Genomics, Inc. (Nasdaq: BNGO) announced today that it adjourned its reconvened Special Meeting of Stockholders originally held on October 2, 2024 and subsequently adjourned to October 30, 2024 (the “Special Meeting”) because a quorum was not present at the time of the reconvened meeting. Based on preliminary reports as of October 30, 2024, approximately 30.7% of total shares outstanding as of the record date have submitted their votes, whereas 33.3% of total shares outstanding as of the record date are necessary to satisfy the quorum requirements for a meeting. Based on the preliminary reports from the votes submitted as of October 30, 2024, approximately 76.3% of votes represented in person or by proxy at the Special Meeting were voted “For” the proposal.

The Special Meeting will reconvene at 10 a.m. Pacific Time on November 27, 2024. Voting polls will remain open until 11:59 p.m. Eastern Time on November 26, 2024. Proxies previously submitted in respect of the Special Meeting will be voted at the reconvened Special Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.

Stockholders of record may vote their shares by calling Toll-Free at 1-800-690-6903. Further information on the company’s proxy proposal soliciting stockholder approval for the issuance of common stock upon the exercise of warrants may be found in the company’s definitive proxy statement filed with the Securities and Exchange Commission on August 21, 2024 and available at:         https://www.sec.gov/Archives/edgar/data/1411690/000114036124038087/ny20032632x2_def14a.htm

Before making any voting decisions stockholders are urged to read the company’s definitive proxy statement because it contains important information about the proposal and the Special Meeting. No changes have been made to the proposal to be voted on by stockholders at the Special Meeting.

Erik Holmlin, PhD, CEO of Bionano commented, “We are extremely grateful to our stockholders who made their voices heard through the voting process and are pleased with the voting that has occurred in the past four weeks. However, we are still short of reaching the quorum requirements for a meeting with approximately 30.7% of our shares voted, and needing approximately 2.2 million additional votes to reach a quorum. We have adjourned the meeting to allow time for increased stockholder participation.

“For this reason, we ask that you vote ‘For’ the proposal. If you have not yet voted your shares, we encourage you to vote ‘For’ the proposal. If you have voted against this proposal, you can change your vote, and we ask that you consider doing so. The failure of our stockholders to approve the proposal may materially adversely affect the Company’s future ability to raise equity or debt capital from third parties on attractive terms, if at all, and also risks significantly impairing the operations, assets and ongoing viability of the Company. As always, we are grateful to all the stockholders for their participation.”

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 and www.bionanolaboratories.com . 

Unless specifically noted otherwise, Bionano’s OGM products are for research use only and not for use in diagnostic procedures.

Forward-Looking Statements of Bionano Genomics

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “estimate,” “expect,” “may,” “plan,” “will” 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 date for the reconvened meeting, and the potential negative impacts to the company if stockholders do not approve the issuance of common stock upon exercise of the warrants. 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 impact of approving the issuance of common stock upon exercise of the warrants; the impact of adverse geopolitical and macroeconomic events, such as recent and future bank failures, the ongoing Ukraine-Russia conflict, related sanctions and any global pandemics, on our business and the global economy; challenges inherent in developing, manufacturing and commercializing products; our ability to further deploy new products and applications and expand the markets 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; and other 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.

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

FAQ

When is Bionano's (BNGO) adjourned Special Meeting rescheduled for?

The Special Meeting is rescheduled for November 27, 2024, at 10 a.m. Pacific Time.

What percentage of BNGO shares voted in favor of the warrant exercise proposal?

76.3% of votes represented at the Special Meeting were voted in favor of the proposal.

How many additional votes does BNGO need to reach quorum?

Bionano needs approximately 2.2 million additional votes to reach the required quorum.

What is the quorum requirement for BNGO's Special Meeting?

The quorum requirement is 33.3% of total shares outstanding as of the record date.