v3.26.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

11. Commitments and Contingencies

Leases

The Company has entered into various operating lease agreements and a finance lease agreement, primarily relating to the Company's office, laboratory, and manufacturing space.

Operating leases

In connection with the Company’s restructuring initiatives, the Company entered into a lease termination agreement on February 28, 2024 with the landlord for the facility in Salt Lake City, as further described under the heading “Restructuring Expenses” in Note 2 (Summary of Significant Accounting Policies). The Company continued to lease the property through June 2024.

In January 2025, the Company entered into a lease termination agreement with the landlord for the facility in Pleasanton, California, that resulted in a one-time termination fee of approximately $0.3 million in the first quarter of 2025. The Company continued to lease the property through the end of January 2025. The Company accounted for the lease amendment as a lease termination and recorded a gain of $0.4 million during the year ended December 31, 2025. Further, the restricted cash of $0.4 million held under the letter of credit related to the lease assumed in the acquisition of Purigen in 2022 expired concurrently with the payment of the above termination fee.

In June 2025, the Company executed an amendment to its headquarters facility to extend the lease term through December 2030. The Company accounted for the lease amendment as a lease modification and recorded a gain of $0.1 million during the year ended December 31, 2025.

Supplemental information

For all leases, the Company has the ability to enter into renewal negotiations, prior to the lease end date, with no specific terms. At this time, it is not reasonably certain that we will extend the term of the lease and therefore the renewal period has been excluded from the aforementioned ROU asset and lease liability measurements. The leases are subject to variable charges for common area maintenance and other costs that are determined based on actual costs and includes certain lease incentives such as tenant improvement allowances. The base rent for the leases is subject to an annual increase each year. Rent expense is being recognized on a straight-line basis over the term of the lease. The Company’s estimated incremental borrowing rate summarized in the table below was used in its present value calculations as the operating and finance leases do not have a stated rate and the implicit rate was not readily determinable. In determining the incremental borrowing rate, the Company considered the interest rate of its prior year term loans as well as publicly available data for discount rates used by peer companies.

Supplemental information pertaining to the Company’s leases in which the Company is the lessee is as follows:

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Cash payments included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

2,410,000

 

 

$

2,754,000

 

Operating cash flows from finance leases

 

$

267,000

 

 

$

271,000

 

Financing cash flows from finance leases

 

$

71,000

 

 

$

58,000

 

Weighted-average remaining lease term:

 

 

 

 

 

 

Operating leases

 

4.93 years

 

 

1.54 years

 

Finance leases

 

15.17 years

 

 

16.17 years

 

Weighted-average discount rate:

 

 

 

 

 

 

Operating leases

 

 

10.9

%

 

 

9.1

%

Finance leases

 

 

7.1

%

 

 

7.1

%

Noncash lease liabilities resulting from obtaining right-of-use assets

 

 

 

 

 

 

Operating leases

 

$

2,966,000

 

 

$

 

 

The following table provides the components of the Company’s lease cost:

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Operating leases

 

 

 

 

 

 

Operating lease costs

 

$

1,517,000

 

 

$

2,632,000

 

Variable lease costs

 

 

652,000

 

 

 

791,000

 

Total rent expense

 

 

2,169,000

 

 

 

3,423,000

 

Finance lease

 

 

 

 

 

 

Amortization of right of use assets

 

 

204,000

 

 

 

204,000

 

Interest on lease liabilities

 

 

267,000

 

 

 

271,000

 

Variable lease costs

 

 

38,000

 

 

 

32,000

 

Total finance lease costs

 

 

509,000

 

 

 

507,000

 

Gross sublease income

 

 

(178,000

)

 

 

(176,000

)

Total lease costs

 

$

2,500,000

 

 

$

3,754,000

 

 

The future minimum payments under non-cancellable operating and finance leases as of December 31, 2025, are as follows:

 

 

Operating Leases

 

 

Finance Lease

 

2026

 

 

782,000

 

 

 

346,000

 

2027

 

 

769,000

 

 

 

357,000

 

2028

 

 

804,000

 

 

 

365,000

 

2029

 

 

840,000

 

 

 

373,000

 

2030

 

 

1,052,000

 

 

 

382,000

 

Thereafter

 

 

 

 

 

4,474,000

 

Total future lease payments

 

 

4,247,000

 

 

 

6,297,000

 

Less: imputed interest

 

 

(1,061,000

)

 

 

(2,568,000

)

Total lease liabilities

 

 

3,186,000

 

 

 

3,729,000

 

Less: lease liability, current portion

 

 

697,000

 

 

 

249,000

 

Lease liability, net of current portion

 

$

2,489,000

 

 

$

3,480,000

 

 

Purchase Commitments

During the year ended December 31, 2025, the Company operated under an agreement with its instrument contract manufacturer under which it made weekly deposits for future inventory purchases through November 21, 2025. Total payments during the year ended December 31, 2025 were $1.9 million. The payments created a deposit for inventory Bionano purchased above the 2025 minimum order quantity and guaranteed the availability of certain raw materials previously purchased by the contract manufacturer to build instruments.

Restructuring

The 2024 Workforce Reductions described in Note 2 (Summary of Significant Accounting Policies) comprised primarily of severance payments and wages for the 60-day notice period in accordance with the California Worked Adjustment and Retraining Notification (“WARN”) Act.

There were no restructuring charges incurred for the year ended December 31, 2025. The following is a summary of restructuring charges associated with the reduction in force for the year ended December 31, 2024 including severance and other exit related costs:

 

 

Year Ended December 31,

 

 

2024

 

Severance

 

$

5,475,000

 

Lease related expenses

 

 

374,000

 

Contracted services and consulting

 

 

2,173,000

 

Total restructuring charges included in operating expenses

 

$

8,022,000

 

COGS restructuring

 

$

157,000

 

Total restructuring charges

 

$

8,179,000

 

 

The following restructuring liability activity was recorded in connection with the reductions in force for the year ended December 31, 2025 included within accrued expenses on the consolidated financial statements:

 

Accrued restructuring as of January 1, 2024

 

$

83,000

 

Restructuring charges incurred during the period

 

$

8,179,000

 

Cash payments

 

$

(7,701,000

)

Accrued restructuring as of December 31, 2024

 

$

561,000

 

Restructuring charges incurred during the period

 

 

 

Cash payments

 

$

(302,000

)

Accrued restructuring as of December 31, 2025

 

$

259,000

 

 

Litigation

From time to time, the Company may be subject to potential liabilities under various claims and legal actions that are pending or may be asserted. These matters arise in the ordinary course and conduct of the business. The Company regularly assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in the consolidated financial statements. An estimated loss contingency is accrued in the consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the Company’s assessment, it currently does not have any material loss exposure as it is not a defendant in any material claims or legal actions.