Bionano Genomics, Inc. (BNGO)
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Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2025

Jun 11, 2025

Operator

Thank you, and welcome to the Bionano Genomics annual meeting. I will now hand the call over to your host, Erik.

Erik Holmlin
CEO, Bionano Genomics

Good morning, everyone. I am Erik Holmlin, the President and CEO and Director of Bionano. I'm very happy to welcome you to the Bionano 2025 annual meeting of stockholders. Before I call the meeting to order, I would like to introduce you to the members of our board and our team who are here with us today. Since the meeting is being held virtually via live webcast, we have stockholders attending via web portal. Al Luterer, our Chairman of the Board, is in attendance today, as are other certain members of the board and management. Also in attendance is Jonathan Dixon, our General Counsel. I would also like to introduce Katie Wynn of BDO USA, P.C., Bionano's auditors, and Alexander Gefter of Cooley LLP, Bionano's outside counsel, who are available to respond to appropriate questions. The meeting will now come to order.

We will proceed with the formal business of the meeting as set forth in the Notice of Annual Meeting and Proxy Statement. After the formal part of the meeting, we will give you an opportunity to ask questions. Jonathan Dixon is acting as Secretary of the Meeting, and he will now report with respect to the mailing of the Notice of the Meeting and the stockholders' list. Jonathan?

Jonathan Dixon
General Counsel, Bionano Genomics

I have at this meeting a complete list of stockholders of record of our common stock on April 14, 2025, the record date for this meeting. I also have an affidavit certifying that on April 28, 2025, a Notice of Annual Meeting was deposited in the United States Mail to all stockholders of record as of the close of business on April 14, 2025.

Erik Holmlin
CEO, Bionano Genomics

Jonathan Dixon has been appointed to act as Inspector of Election at this meeting. Jonathan has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. The Inspector's function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Jonathan will now report with respect to the existence of a quorum.

Jonathan Dixon
General Counsel, Bionano Genomics

A preliminary count of the stock represented in person or by proxy at this meeting indicates that the holders of 47.8% of the outstanding shares of common stock entitled to vote at the meeting are present in person, by virtual attendance, or by proxy. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Erik Holmlin
CEO, Bionano Genomics

Thank you. We will now proceed with the formal business of this meeting. There are four proposals to be considered by the stockholders at this meeting. The time now is 10:04 A.M. Pacific Time on Wednesday, June 11, 2025, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. The rules of conduct for the meeting are posted on the annual meeting portal. We ask that you follow these rules. We will address questions during the Q&A portion of the meeting. If you have a question, please submit it by entering it into the Ask a Question text box in the annual meeting portal.

The first item of business is the election of two Class 1 directors to serve until the 2028 annual meeting and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal. The nominees for Class 1 director are R. Erik Holmlin, Ph.D., and David Barker, Ph.D. You can find information on each of these nominees regarding their backgrounds and qualifications to serve as a director in the Proxy Statement. Are there any questions? The second item of business today is the advisory vote on the executive compensation of the company's named executive officers, as described in the Proxy Statement.

The stockholders have been asked to vote on an advisory basis on the following resolution: Resolved that the compensation paid to Bionano's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and any related material disclosed in this Proxy Statement, is hereby approved. Are there any questions? Okay. The third item of business today is the ratification of the selection of BDO USA, P.C. by the Audit Committee of our Board of Directors to serve as Bionano's independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment of BDO USA, P.C. is also discussed in the Proxy Statement. Are there any questions? Okay.

The fourth item of business is the proposal to approve, for purposes of complying with NASDAQ Listing Rule 5635, Part D, the issuance of up to an aggregate of 661,374 shares of common stock upon the exercise of certain purchased warrants issued in connection with a private placement pursuant to the securities purchase agreement dated January 3, 2025, between the company and certain institutional investors, party thereto. We will refer to this proposal as the share issuance proposal. You can find more information regarding this proposal in the Proxy Statement. Are there any questions? Okay. Voting is by proxy and online ballot. You do not need to do anything if you have already sent in your signed proxy, previously voted online or by telephone, or if you have submitted your proxy or voted online at this meeting.

If you have not voted and would like to do so, please vote now, or if you would like to change your vote, click the Vote Here button in the annual meeting portal and follow the instructions. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote. Each share of our common stock is entitled to one vote. Okay. The time is now 10:09 A.M. Pacific Time, and the polls are now closed for voting. I would like to turn it over to Jonathan for the announcement of results of voting.

Jonathan Dixon
General Counsel, Bionano Genomics

Thank you, Erik. The report of the Inspector of Election covering the proposals presented at this meeting is as follows: The proposal to elect each of R. Erik Holmlin, Ph.D., and David Barker, Ph.D., as a Class 1 director of Bionano is carried. The resolution concerning the advisory vote on compensation of the company's named executive officers is approved. The selection of BDO USA, P.C. as Bionano's independent registered public accounting firm for the fiscal year ending December 31, 2025, is ratified. The share issuance proposal is approved. We expect to report our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting.

Erik Holmlin
CEO, Bionano Genomics

Thank you, Jonathan. This concludes the formal portion of today's meeting. We will now entertain questions from stockholders. If you have any questions or comments, please enter them into the web portal now. Okay. As we have not received any questions from stockholders, the call will end now. Thank you for attending our 2025 annual meeting of stockholders. The meeting is now adjourned.

Operator

This meeting has now concluded. Thank you for joining. You may now.

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