DEFA14A: Bionano Genomics Adjourns Special Meeting Due to Lack of Quorum, Reconvenes October 30

Bionano Genomics adjourned its Special Meeting of Stockholders due to insufficient quorum and will reconvene on October 30, 2024, to allow additional time for stockholders to vote on a proposal regarding the issuance of common stock upon the exercise of warrants.

Summary

• Bionano Genomics adjourned its Special Meeting of Stockholders on October 2, 2024, due to a lack of quorum.
• The meeting will reconvene on October 30, 2024, at 10:00 a.m. Pacific Time.
• The adjournment was necessary because only 22.5% of total shares outstanding had submitted votes, falling short of the 33.3% required for a quorum.
• Preliminary reports indicated that 74.5% of votes represented at the Special Meeting were in favor of the proposal.
• The proposal concerns soliciting stockholder approval for the issuance of common stock upon the exercise of warrants.
• Voting polls will remain open until 11:59 p.m. Eastern Time on October 29th, 2024.
• Proxies previously submitted will be voted at the reconvened meeting unless revoked.
• Management urges stockholders to vote in favor of the proposal, warning that failure to do so could adversely affect the company's ability to raise capital and impair its operations.

Sentiment

Score: 4

Explanation: The sentiment is somewhat negative due to the adjournment of the meeting and the warning about potential adverse effects if the proposal is not approved. However, the positive preliminary vote results provide a slight offset.

Positives

• Preliminary reports show that approximately 74.5% of the votes submitted were in favor of the proposal.

Negatives

• The Special Meeting was adjourned due to a lack of quorum, with only 22.5% of shares voted compared to the 33.3% required.
• Failure 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.

Risks

• Failure of 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.
• Adverse geopolitical and macroeconomic events, such as recent and potential future bank failures and the ongoing conflicts between Ukraine and Russia and Israel and Hamas, could impact the business and the global economy.
• General market conditions, including inflation and supply chain disruptions, pose risks.
• Changes in the competitive landscape and the introduction of competitive technologies or improvements to existing technologies could impact Bionano's business.
• The company's ability to obtain sufficient financing to fund its strategic plans and commercialization efforts and its ability to continue as a going concern are risks.

Future Outlook

The company's future is dependent on the approval of the proposal regarding the issuance of common stock upon the exercise of warrants, which is critical for raising capital and maintaining operations.

Management Comments

• Erik Holmlin, PhD, CEO of Bionano commented, 'We are extremely grateful to our stockholders who made their voices heard through the voting process. However, only approximately 22.5% of our shares were voted at the meeting, and we were short by approximately 9.2 million votes. 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.

Industry Context

The adjournment of the special meeting highlights the challenges faced by companies in securing stockholder participation and approval for key proposals, especially in the current economic climate.

Stakeholder Impact

• Shareholders are directly impacted by the proposal and the outcome of the vote.
• Employees could be affected if the company's ability to raise capital is impaired.
• The company's viability and operations are at risk if the proposal is not approved.

Next Steps

• Stockholders are urged to vote on the proposal before the voting polls close on October 29, 2024.
• The Special Meeting will reconvene on October 30, 2024, to vote on the proposal.

Key Dates

Keywords

Bionano Genomics, Special Meeting, Stockholders, Quorum, Proxy Statement, Warrants, Common Stock, Adjournment, Voting