8-K 1 d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2008


(Exact name of registrant specified in its charter)


Delaware   000-23541   33-0489621
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)


10398 Pacific Center Court, San Diego, California   92121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone, including area code: (858) 410-4600




(Former name and 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))




Item 7.01 Regulation FD Disclosure

On June 5, 2008, Nanogen, Inc. (the “Company” or “Nanogen”) announced the award of a contract from the U.S. Center for Disease Control and Prevention as described in more detail in Item 8.01 below. A copy of the press release issued by the Company on June 5, 2008 is attached hereto as Exhibit 99.1.


Item 8.01 Other Events.

On June 5, 2008, the Company announced that it has been awarded a new $10.4 million, two-year contract from the U.S. Centers for Disease Control and Prevention (the “CDC”) to develop a multi-analyte molecular diagnostic assay for Influenza. This is the second contract the Company has been awarded by the CDC related to the development of diagnostic tests for influenza. Under this new contract, the Company will develop a fast molecular test that simultaneously detects and differentiates Influenza Type A, Influenza Type B, seasonal flu (H1N1 and H3N2) strains, and Respiratory Syncytial Virus (RSV). The contract provides for a secondary, “reflex”, test for avian flu strains (H5N1, H7N1, & H9N1) to be available for samples that are determined to be positive for Flu A but negative for seasonal flu.

Disclosures in this Item 8.01 contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including but are not limited to, whether all of the phases of the CDC development project will be funded by the Federal government, whether the development program will be successful if fully funded, or whether the assay to be developed by Nanogen will be selected by CDC for use under its auspices if that development is successful, and other risks and uncertainties discussed under the “Risk Factors” Item and elsewhere in Nanogen’s Form 10-K or Form 10-Q most recently filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Nanogen disclaims any intent or obligation to update these forward-looking statements.


Item 9.01. Financial Statements and Exhibits.


  (d) Exhibits. The following document is filed as exhibits to this report:


99.1    Press Release dated June 5, 2008.

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


Date: June 5, 2008     By:   /s/ Nicholas J. Venuto
      Name:   Nicholas J. Venuto
      Title:   Chief Financial Officer






Document Description

99.1    Press Release dated June 5, 2008.