Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 06, 2024

_______________________________

NanoString Technologies, Inc.

(Exact name of registrant as specified in its charter)

________________________________


Delaware	001-35980	20-0094687
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

530 Fairview Avenue North

Seattle, Washington 98109

(Address of principal executive offices, including zip code)

(206) 378-6266

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

________________________________

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 (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered (1)
Common Stock, $0.0001 par value per share	NSTGQ	N/A

(1) On February 14, 2024, our common stock was suspended from trading on the NASDAQ Global Market (“NASDAQ”). On February 14, 2024, our common stock began trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “NSTGQ.”

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). ¨

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on February 4, 2024, NanoString Technologies, Inc. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”).

As previously disclosed, on April 17, 2024, the Company entered into an Asset Purchase Agreement (the “Bruker Asset Purchase Agreement”) with Bruker Corporation (“Bruker”) to sell substantially all of the assets of the Company and its subsidiaries (the “Business”) for a cash purchase price of $392,555,000 along with Bruker’s assumption of certain liabilities of the Business (including liabilities related to all outstanding intellectual property litigation) (the “Sale Transaction”). A copy of the Bruker Asset Purchase Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2024, which is incorporated herein by reference.

On April 19, 2024, the Court entered an order approving the Sale Transaction.

On May 6, 2024, the Company and Bruker consummated the Sale Transaction.

Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the transactions described in the Bruker Asset Purchase Agreement, effective as of May 6, 2024, R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company and K. Thomas Bailey has been discharged from his duties and terminated as Chief Financial Officer. Additionally, in connection with the consummation of the transactions described in the Bruker Asset Purchase Agreement, effective as of May 6, 2024, Joseph M. Beechem, the Company’s Chief Scientific Officer and Senior Vice President, Research and Development, has accepted an offer of employment from Bruker and in connection therewith has been deemed to have resigned and is discharged from his duties with the Company.

Item 8.01 Other Events.

On May 6, 2024, the Company and Bruker issued a joint press release announcing the consummation of the Sale Transaction. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Cautionary Statements Regarding Trading in the Company’s Securities.

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or, in each case, their negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements reflect the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained herein. Any forward-looking statements that we make in this Form 8-K speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events. The Company’s forward-looking statements in this Form 8-K include, but are not limited to, statements about the uncertainty of distributions to equity securityholders in the Cases; and other statements regarding the Company’s strategy and future operations, performance, and prospects among others. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects.

There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks associated with the potential adverse impact of the chapter 11 filings on the Company’s liquidity and results of operations; changes in the Company’s ability to meet its financial obligations during the chapter 11 process; the outcome and timing of the chapter 11 process; possible

proceedings that may be brought by third parties in connection with the chapter 11 process or the potential asset sale; and the timing or amount of distributions, if any, to the Company’s stakeholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press release dated May 6 , 2024.
104						The cover page from NanoString Technologies, Inc.’s Current Report on Form 8-K is formatted in iXBRL.

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.


			NanoString Technologies, Inc.

Date:	May 6, 2024	By:	/s/ K. Thomas Bailey
			K. Thomas Bailey
			Chief Financial Officer


News

Exhibit 99.1

Bruker Completes Asset Acquisition of NanoString Business

Adds Highly Complementary Business in Gene Expression Profiling and Spatial Transcriptomics for Discovery and Translational Research

BILLERICA, Massachusetts – May 6, 2024: Bruker Corporation (Nasdaq: BRKR) today announced that it has closed its asset acquisition of the business of NanoString Technologies, Inc., headquartered in Seattle, Washington, a leading provider of life-science research solutions for spatial transcriptomics and gene expression analysis (https://nanostring.com).

Under the asset purchase agreement, Bruker has now acquired substantially all of the assets and rights associated with NanoString’s business, including the nCounter®, GeoMx®, CosMx™ and AtoMx™ product lines, for approximately $392.6 million in cash, and the assumption of certain liabilities. In 2023, NanoString generated revenues of approximately $168 million.

NanoString’s innovative platforms and leading solutions for spatial transcriptomics and gene expression analysis have been critical in enabling scientists and medical researchers to advance vital discovery, translational, and pre-clinical disease research, leading to over 7,000 peer-reviewed publications. The products and organizational infrastructure of NanoString and Bruker are highly complementary, and under Bruker’s ownership, the combined organization will leverage each other’s strengths to continue to innovate and support the discovery and translational research communities with a broad set of leading solutions, ushering in the single cell and spatial biology revolution.

“We have a proven track record in successfully integrating and nurturing our acquired businesses for growth and increased profitability, while preserving their cutting-edge R&D. We are excited to carry forward all the NanoString product lines which are so important for science and medical research,” commented Dr. Mark R. Munch, President of the Bruker NANO Group. “NanoString’s innovative platforms are complementary to Bruker’s high-performance CellScape™ spatial proteomics platform and contribute further to Bruker’s leadership in the post-genomic era.”

Confirming Bruker’s April 22nd press release, Bruker expects the NanoString business to be near break-even by 2026 with resumed revenue growth, margin improvements, and transaction synergies, including public company costs, which are not assumed in this asset deal. As a preliminary estimate, for the remainder of 2024, the transaction is expected to be dilutive to Bruker’s non-GAAP EPS by $0.15 to $0.20. Due to significant business disruption and uncertainty, Bruker is not yet in a position to give financial guidance on the NanoString business for 2024, but Bruker expects to add this business to Bruker’s guidance by 2025 and beyond.


News

Brad Gray, NanoString CEO, added: “We are proud to have pioneered spatial biology and built an enterprise with compelling solutions that advance scientific and medical research. Bruker will provide a great home for our talented team who will continue to serve NanoString’s current and future customers in our mission to map the universe of biology.”

Morgan, Lewis & Bockius LLP and Goldman Sachs & Co. LLC are serving as legal and financial / strategic advisors, respectively, to Bruker. NanoString is represented by Willkie Farr & Gallagher LLP as counsel, AlixPartners LLP as restructuring advisor and Perella Weinberg Partners L.P. as restructuring investment banker.

About Bruker Corporation – Leader of the Post-Genomic Era (Nasdaq: BRKR)

Bruker is enabling scientists and engineers to make breakthrough post-genomic discoveries and develop new applications that improve the quality of human life. Bruker’s high-performance scientific instruments and high-value analytical and diagnostic solutions enable scientists to explore life and materials at molecular, cellular, and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, improved productivity, and customer success in post-genomic life science molecular and cell biology research, in applied and biopharma applications, in microscopy and nanoanalysis, as well as in industrial and cleantech research, and next-gen semiconductor metrology in support of AI. Bruker offers differentiated, high-value life science and diagnostics systems and solutions in preclinical imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and molecular diagnostics. For more information, please visit www.bruker.com.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” regarding Bruker’s acquisition of the NanoString business in an asset deal. All statements, other than statements of historical facts, including statements concerning Bruker’s fiscal year 2024 financial outlook, our outlook for non-GAAP EPS for the remainder of 2024, the future financial performance of the NanoString business, including its net income, revenue growth and operating margin, the timing and achievement of organic revenue growth and non-GAAP EPS accretion from the combined Spatial Biology business; Bruker’s and NanoString’s plans, objectives, goals, beliefs, strategy and strategic objectives, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” or “will” or the negatives of these terms or variations of them or similar terminology. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties include, but are not limited to, Bruker’s ability to integrate NanoString and achieve the expected synergies; risks relating to the potential diversion of management’s attention from Bruker’s ongoing business operations; the risk of stockholder litigation and any other legal proceedings relating to the transaction, including resulting expense; the risk that any announcements relating to the transaction could have adverse effects on the market price of Bruker’s common stock; the risk that the transaction and its announcement could have an adverse effect on the ability of NanoString to retain and hire key personnel and to maintain relationships with customers, vendors, employees and other business partners and on its operating results and business generally; and the risk that Bruker’s financial results may not be consistent with current guidance or that Bruker may not reliably predict the impact of the acquisition on its financial results or guidance. For further discussion of these and other risks and uncertainties, see Bruker’s most recent Form 10-K and Form 10-Q filings with the SEC. Except as required by law, Bruker does not undertake any duty to update forward-looking statements to reflect events after the date of this press release.


News

About NanoString Technologies, Inc.

NanoString Technologies, a leader in spatial biology, offers an ecosystem of innovative discovery and translational research solutions, empowering our customers to map the universe of biology. The GeoMx® Digital Spatial Profiler is a flexible and consistent solution combining the power of whole tissue imaging with gene expression and protein data for spatial whole transcriptomics and proteomics. The CosMx™ Spatial Molecular Imager is a single-cell imaging platform powered by spatial multiomics enabling researchers to map single cells in their native environments to extract deep biological insights and novel discoveries from one experiment. The AtoMx™ Spatial Informatics Platform is a cloud-based informatics solution with advanced analytics and global collaboration capabilities, enabling powerful spatial biology insights anytime, anywhere. At the foundation of our research tools is our nCounter® Analysis System, which offers a secure way to easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations, simultaneously with high sensitivity and precision. For more information, please visit www.nanostring.com.

Investor Contact:

Justin Ward

Sr. Director, Investor Relations & Corporate Development Bruker Corporation

T: +1 (978) 663-3660 x1479

E: Investor.Relations@bruker.com

Cover Page Document	May 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 06, 2024
Entity Registrant Name	NanoString Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35980
Entity Tax Identification Number	20-0094687
Entity Address, Address Line One	530 Fairview Avenue North
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98109
City Area Code	206
Local Phone Number	378-6266
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NSTGQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001401708