UNITED STATES

Registrant’s telephone number, including area code: (858) 888-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Following this evaluation process, on May 3, 2020, the Audit Committee approved the engagement of BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020.

(a) Dismissal of Independent Registered Public Accounting Firm

On May 3, 2020, the Company, at the direction of the Audit Committee, notified Deloitte & Touche LLP (“Deloitte”) of its dismissal as the Company's independent registered public accounting firm.

The reports of Deloitte on the Company’s consolidated financial statements for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that, the reports expressed an unqualified opinion and included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.  During the fiscal years ended December 31, 2019 and 2018, and the subsequent interim period through May 3, 2020, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of Deloitte would have caused Deloitte to make reference thereto in its reports on the consolidated financial statements for such years.

For the fiscal years ended December 31, 2019 and 2018, there were no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K), except that, as disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 10-K”), the Company reported material weaknesses in its internal control over financial reporting during such period. As disclosed in the 2019 10-K, in connection with the Company’s evaluation of the effectiveness of its internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) as of December 31, 2019, the Company concluded that its internal control over financial reporting was not effective as of December 31, 2019 because the Company did not have a sufficient number of resources to support the growth and complexity of its financial reporting requirements. The foregoing material weakness contributed to a material weakness in the Company’s control activities based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.  Specifically, the design of certain controls did not adequately provide appropriate segregation of duties and allow timely completion of financial reporting and accounting activities. The failure to maintain appropriate segregation of duties had a pervasive impact and as such, this deficiency resulted in a risk that could have impacted all financial statement account balances and disclosures. The material weaknesses did not result in any identified material misstatements to the Company’s financial statements, and there were no changes to previously released financial results.  The Company’s activities to remediate the material weaknesses are disclosed in the 2019 10-K. The Audit Committee has discussed the material weaknesses in the Company’s internal control over financial reporting with Deloitte, and has authorized Deloitte to respond fully to the inquiries of BDO concerning such material weaknesses.

The Company requested that Deloitte furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. Deloitte responded with a letter dated May 4, 2020, a copy of which is filed as Exhibit 16.1 to this Form 8-K, stating that Deloitte agrees with the statements set forth above.

(b) Engagement of New Independent Registered Public Accounting Firm

As discussed above, on May 3, 2020, the Audit Committee approved the engagement of BDO as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020.

During the fiscal years ended December 31, 2019 and 2018, and the subsequent interim period through May 3, 2020, neither the Company, nor anyone acting on its behalf consulted with BDO, regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or the effectiveness of internal control over financial reporting, and neither a written report or oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

(b)

On May 3, 2020, Junfeng Wang notified the Company of his resignation from the Board, effective May 4, 2020.  Mr. Wang’s resignation is not the result of any disagreement with the Company.

 SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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May 4, 2020

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Dear Sirs/Madams:

 

We have read Item 4.01 of Bionano Genomics, Inc.’s Form 8-K dated May 4, 2020, and have the following comments:

 

1. We agree with the statements made in part (a) Dismissal of Independent Registered Public Accounting Firm.

 

2. We have no basis on which to agree or disagree with the statements made in the first and second paragraph and in part (b) Engagement of New Independent Registered Public Accounting Firm.

 

Yours truly,

 

/s/ Deloitte & Touche LLP