{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-018454","form_type":"8-K","ticker":"BNGO","cik":"0001411690","company_name":"Bionano Genomics, Inc.","filed_at":"2023-04-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.766714+00:00","generated_at":"2026-06-17T01:52:53.020016+00:00","sec_items":["1.01","5.03","3.02","3.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Bionano issues Series A Preferred with 3B votes to Board Chair to facilitate reverse stock split","bullets":["Issued one share of Series A Preferred to Chair David Barker for $100; share carries 3,000,000,000 votes.","Preferred votes only on Reverse Stock Split Proposal, mirroring common stock votes (excluding abstentions and broker non-votes).","Quorum requirement for stockholder meetings reduced from majority to one-third of outstanding shares.","Series A Preferred is non-convertible, ranks senior on liquidation, and will be redeemed automatically after reverse split approval.","Sale exempt under Section 4(a)(2) as accredited investor; shares cannot be transferred without Board consent prior to reverse split vote."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-018454","json":"https://secwatch.observer/filing/0001140361-23-018454.json","markdown":"https://secwatch.observer/filing/0001140361-23-018454.md","text":"https://secwatch.observer/filing/0001140361-23-018454.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1411690/000114036123018454/0001140361-23-018454-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1411690/000114036123018454/brhc20051350_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T01:52:53.020016+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9d57496e21c79e481dee8910d3db6593207e148f","claim":"Bionano Genomics, Inc.: Amended Section 8 of Article III of Bylaws to reduce stockholder meeting quorum from majority to one-third of stock outstanding and entitled to vote (effective 2023-04-13).","evidence_excerpt":"Effective April 13, 2023, the Board amended Section 8 of Article III of the Company’s Amended and Restated Bylaws to reduce the quorum requirement for all meetings of stockholders of the Company from a majority of the stock outstanding and entitled to vote to one-third of the stock outstanding and entitled to vote.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1411690/000114036123018454/0001140361-23-018454-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-04-13"}],"fact_type":"governance_change"},{"claim_id":"bbccb596d9c0f4433128105dac85dbd3852ce602","claim":"Bionano Genomics, Inc.: Filed Certificate of Designation for Series A Preferred Stock establishing preferences, rights, and limitations (effective 2023-04-13).","evidence_excerpt":"On April 13, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1411690/000114036123018454/0001140361-23-018454-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-04-13"}],"fact_type":"governance_change"},{"claim_id":"3b6d0b8b572ef0b9ee0758389cc77868de368561","claim":"Bionano Genomics, Inc. entered into Purchase Agreement with David Barker valued at $100.00 (effective 2023-04-13).","evidence_excerpt":"On April 13, 2023, Bionano Genomics, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with David Barker (“Purchaser”), the Chair of the Company’s Board of Directors (the “Board”), pursuant to which the Company agreed to issue and sell one share of the Company’s newly designated Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred”), to the Purchaser for a purchase price of $100.00.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1411690/000114036123018454/0001140361-23-018454-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"David Barker"},{"label":"Value","value":"$100.00"},{"label":"Effective","value":"2023-04-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}