Bionano Genomics Inc美股招股说明书(2025-10-17版)

PROSPECTUS SUPPLEMENT(To Prospectus Supplements Dated April 2, 2025 and February 21, 2025To Prospectus Dated May 10, 2023) Common Stock This prospectus supplement amends and supplements the information in the prospectus dated May 10, 2023 (the “baseprospectus”) and the prospectus supplements, dated April 2, 2025 and February 21, 2025 (collectively, the “ATM ProspectusSupplement” and, together with the base prospectus, the “ATM Prospectus”), filed with the Securities and Exchange Commission,relating to the offer and sale of shares of our common stock, $0.0001 par value per share, from time to time pursuant to the salesagreement dated as of February 21, 2025 (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”). This prospectussupplement should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that theinformation herein amends or supersedes the information contained in the ATM Prospectus. This prospectus supplement is notcomplete without, and may only be delivered or utilized in connection with, the ATM Prospectus and any future amendments orsupplements thereto. We are filing this prospectus supplement to amend the ATM Prospectus to update the maximum amount of shares that we areeligible to sell under General Instruction I.B.6 of Form S-3 (“General Instruction I.B.6”). As of the date of this prospectus supplement,for purposes of General Instruction I.B.6, the aggregate market value of our outstanding common stock held by non-affiliates, orpublic float, was $47,861,922, based on 9,728,033 shares of outstanding common stock held by non-affiliates on October 9, 2025, at aprice of $4.92 per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on September 10,2025, the highest closing sale price of our common stock on the Nasdaq Capital Market within the 60 days prior to the date of thisprospectus supplement. During the 12 calendar months prior to and including the date of this prospectus supplement, we have offeredand sold aggregate gross proceeds of approximately $6,029,456 of our securities pursuant to General Instruction I.B.6 of Form S-3.Pursuant to General Instruction I.B.6 of Form S-3, and in no event will we sell securities registered on the registration statement ofwhich this prospectus supplement and the ATM Prospectus is a part in a public primary offering with a value exceeding more than one-third of our public float referenced above in any 12-calendar month period so long as our public float remains below $75.0 million. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the SalesAgreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $9,924,517 from time totime through Wainwright, which does not include the shares of common stock having an aggregate sales price of approximately$6,029,456 that were sold pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including thedate of this prospectus supplement. In the event that our public float increases above $75.0 million, we will no longer be subject to thelimits in General Instruction I.B.6 of Form S-3. If our public float increases such that we may sell additional amounts under the SalesAgreement and the registration statement of which this prospectus supplement and the ATM Prospectus is a part, we will file anotherprospectus supplement prior to making additional sales. Our common stock is listed on the Nasdaq Capital Market under the symbol “BNGO.” On October 16, 2025, the closing sale priceof our common stock on the Nasdaq Capital Market was $1.99 per share. Sales of our common stock, if any, under this prospectus supplement and the ATM Prospectus will be made in sales deemed to be“at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “SecuritiesAct”). Wainwright is not required to sell any specific amount of securities, but will act as our sales agent using commerciallyreasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal tradingand sales practices, on mutually agreed terms between Wainwright and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. The compensation to Wainwright for sales of common stock sold pursuant to the Sales Agreement will be an amount equal to3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the commonstock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensationof Wainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to Wainwright with respect to certain liab