8-K

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): January 5, 2022

_______________________________ 

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	NSTG	The NASDAQ Stock Market LLC
		(The NASDAQ Global Market)

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 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

In connection with its participation in the J.P. Morgan Healthcare Conference, NanoString Technologies, Inc. announced on January 9, 2022 certain preliminary results at and for the year ended December 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, the Company’s website (www.nanostring.com), its investor relations website (investors.nanostring.com), and its news site (investors.nanostring.com/press-releases). The Company uses these channels, as well as social media, including its Twitter account (@nanostringtech), LinkedIn account (www.linkedin.com/company/nanostring-technologies), and Facebook page (www.facebook.com/NanoStringTechnologies), to communicate with investors and the public about the Company, its products, and other matters. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information it makes public in these locations, as such information could be deemed to be material information.

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

On January 9, 2022, the Company announced via press release that J. Chad Brown, the Company’s Senior Vice President, Sales and Marketing, had notified the Company on January 5, 2022 of his intent to retire from the Company effective no later than March 16, 2023. The Company’s board of directors appointed John D. Gerace as the Company’s Chief Commercial Officer, effective January 6, 2022.

In connection with Mr. Brown’s retirement and the transition of his duties to Mr. Gerace, the Company and Mr. Brown entered into a transition agreement and release (the “Transition Agreement”) effective January 7, 2022 (the “Transition Date”) providing that Mr. Brown will continue employment with the Company on a transitional, at-will basis from the Transition Date until, at the latest, March 16, 2023 (the “Transition Period”), during which period Mr. Brown will serve as a senior advisor to the Company.

During the period from the Transition Date to March 31, 2022, Mr. Brown will continue to serve as a full-time employee and receive his regular base salary as in effect on the Transition Date, less applicable withholdings. During the remainder of the Transition Period, Mr. Brown will serve as a part-time employee and will be entitled to an annualized base salary of $52,800, less applicable withholdings.

During the Transition Period, Mr. Brown will be eligible to participate in the then-available Company benefits and plans, including the Company’s 2021 bonus program, subject to the terms and conditions, including eligibility requirements, of such plans, except that Mr. Brown will not be eligible to participate in the Company’s 2022 and 2023 bonus programs, any compensation increases (other than any applicable increases to base salary to comply with state or federal law), or any new stock option, restricted stock unit, or other equity grants.

The Transition Agreement provides that Mr. Brown will be eligible to receive the following in the event of termination of employment without cause prior to March 16, 2023 (the “Transition Benefits”):

(a) continued payment of full-time salary (for the period from the Transition Date to March 31, 2022) or part-time salary (for the period from April 1, 2022 to March 15, 2023) for the period from his actual last day of employment through March 15, 2023;

(b) extension of the post-termination exercise period for his outstanding and unexercised options until the earlier of three months following March 16, 2023 or the expiration date of the applicable option;

(c) only in the event of the Company’s termination of Mr. Brown’s employment without cause prior to the date on which the Company pays annual bonuses to its executives with respect to calendar year 2021, payment of an amount equal to the annual bonus that he would have received had he remained employed through such payment date;

(d) acceleration of vesting of then-outstanding restricted stock unit awards that are subject only to time-based vesting and then-outstanding options with respect to the number of shares that would have vested had he remained employed with the Company through March 16, 2023, and

(e) vesting of performance-based restricted stock units if and to the extent, and at the same time, such awards would have vested had he remained employed by the Company through March 16, 2023.

Mr. Brown’s receipt of the Transition Benefits is contingent upon Mr. Brown executing a supplemental release agreement in a form agreed with the Company and continued compliance with certain customary confidentiality, non-solicitation, non-competition and non-disparagement covenants. The foregoing description of the Transition Agreement is only a summary of

its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Transition Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

On January 9, 2022, the Company issued a press release announcing the appointment of Mr. Gerace as Chief Commercial Officer and the transition and retirement of Mr. Brown, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated January 9, 2022.
99.2	Press release dated January 9, 2022.
101	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information furnished in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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:	January 10, 2022	By:	/s/ R. Bradley Gray
			R. Bradley Gray
			President and Chief Executive Officer

EX-99.1

Exhibit 99.1

NanoString Provides Preliminary Financial and Operational Highlights for Fourth Quarter and FY 2021

- Record Q4 Product and Service Revenue of $42 Million, Including GeoMx Revenue of $18 Million -

SEATTLE - January 9, 2022 - NanoString Technologies, Inc. (NASDAQ:NSTG), a leading provider of life science tools for discovery and translational research, today reported preliminary financial and operational highlights for the fourth quarter and fiscal year ended December 31, 2021.

“NanoString exited 2021 on a high note, securing more than 50 new orders for our GeoMx DSP system during the fourth quarter. Our commercial momentum and leadership in spatial biology resulted in GeoMx revenue growth of almost 50% year-on-year, for both the fourth quarter and the full year,” said Brad Gray, President and CEO of NanoString. “Our expanding portfolio of spatial biology solutions covers the full spectrum of applications across discovery and translational research, putting us in position for continued growth in the rapidly expanding spatial biology market. We’re already seeing strong early demand for our new CosMx Spatial Molecular Imager, as eager customers have pre-ordered a total of 20 systems ahead of the planned commercial launch later this year.”

Operational Highlights

Spatial Biology

GeoMx DSP

•Generated record orders for more than 50 GeoMx Digital Spatial Profiler (DSP) systems in the fourth quarter, representing approximately 80% growth as compared to the fourth quarter of 2020

•Achieved record GeoMx consumable revenue of $6 million in Q4, representing annualized consumable pull-through of approximately $110,000 per installed system

•Installed approximately 30 GeoMx systems in Q4, increasing the GeoMx installed base to approximately 255 systems as of December 31, 2021

CosMx SMI

•Secured customer orders for 20 CosMx Spatial Molecular Imager (SMI) systems through a limited program open to existing and new GeoMx customers

•Released the first high-resolution, single cell spatial dataset generated from formalin-fixed paraffin-embedded (FFPE) tissue using CosMx SMI

•Published a manuscript in the online journal BioRxiv describing the CosMx SMI technology and performance

nCounter

•Concluded 2021 with an nCounter installed base of approximately 1,050 systems, an increase of approximately 11% as compared to 2020

•Recorded continued research momentum for the nCounter platform, with total scientific publications now exceeding 5,200, representing an increase of approximately 1,200 publications in the last 12 months

Financial Highlights

Total Product and Service Revenue

•For the fourth quarter of 2021, product and service revenue is expected to be approximately $42 million, at the upper end of the company’s guidance range of $38 to $42 million and representing 18% growth as compared to the fourth quarter of 2020

•For the full year 2021, product and service revenue is expected to be approximately $144 million, at the upper end of the company’s updated annual guidance range of $140 to $144 million and representing 29% growth as compared to the prior year

GeoMx DSP Revenue

•For the fourth quarter, GeoMx DSP revenue is expected to be approximately $18 million, above the upper end of the company’s GeoMx revenue guidance range of $15 to $16 million and representing 48% growth as compared to the fourth quarter of 2020

•For the full year, GeoMx DSP revenue is expected to be approximately $52 million, above the upper end of the company’s updated GeoMx revenue guidance range of $49 to $50 million and representing 49% growth as compared to the prior year

nCounter Revenue, Inclusive of all Service Revenue

•For the fourth quarter, nCounter revenue, inclusive of all service revenue, is expected to be approximately $24 million, near the middle of the company’s nCounter revenue, inclusive of all service revenue guidance range of $23 to $26 million and representing 2% growth as compared to the fourth quarter of 2020

•For the full year, nCounter revenue, inclusive of all service revenue, is expected to be approximately $92 million, near the middle of the company’s updated annual nCounter revenue, inclusive of all service revenue guidance range of $91 to $94 million and representing 20% growth as compared to the prior year

Cash, Cash Equivalents and Short-term Investments

•As of December 31, 2021, cash, cash equivalents and short-term investments totaled approximately $350 million

About NanoString Technologies, Inc.

NanoString Technologies is a leading provider of life science tools for discovery and translational research. The company provides platforms that allow researchers to map the universe of biology. The nCounter® Analysis System, cited in more than 5,200 peer-reviewed publications, offers a way to easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations, simultaneously with high sensitivity and precision. NanoString’s GeoMx® Digital Spatial Profiler enables highly multiplexed spatial profiling of RNA and protein targets in various sample types, including FFPE tissue sections, and has been cited in approximately 90 peer-reviewed publications. The CosMx Spatial Molecular Imager, with commercial availability expected in the second half of 2022, enables highly sensitive, high-resolution imaging of hundreds to thousands of RNAs or proteins directly from single cells within morphologically intact whole tissue sections. For more information, visit www.nanostring.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our preliminary estimates of fourth quarter and fiscal year 2021 operating results and financial condition, expectations for demand for our products and growth in our business, the impact of new products and expansion into new markets, the growth trajectory of our nCounter and GeoMx franchises and the anticipated launch of new products and technology. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include the risk that our actual financial results for the three months and year ended December 31, 2021 differ from the estimates presented in the news release; market acceptance of our products; delays or denials of regulatory approvals or clearances for products or applications; the extent and duration of the impact of the COVID-19 pandemic and adverse conditions in the general domestic and global economic markets; the effects of ongoing litigation; the impact of competition; the impact of expanded sales, marketing, product development and clinical activities on

operating expenses; delays or other unforeseen problems with respect to manufacturing and product development; as well as the other risks set forth in our filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. NanoString Technologies disclaims any obligation to update these forward-looking statements.

The NanoString logo, NanoString, NanoString Technologies, GeoMx, and nCounter are trademarks or registered trademarks of NanoString Technologies, Inc., in the United States and/or other countries.

Contact

Doug Farrell

Vice President, Investor Relations & Corporate Communications

dfarrell@nanostring.com

Phone: 206-602-1768

EX-99.2

Exhibit 99.2

NanoString Announces Transition in Commercial Leadership

Chad Brown to Retire Following More than Four Successful Years as SVP, Sales & Marketing

Genomics and Diagnostics Veteran John D. Gerace Appointed as Chief Commercial Officer

SEATTLE – January 9, 2022 – NanoString Technologies, Inc. (NASDAQ:NSTG), a leading provider of life science tools for discovery and translational research, today announced a transition in commercial leadership. Chad Brown, who has served as SVP of Sales & Marketing since June 2017 will be shifting into a part-time Senior Advisor role effective April 1st, before fully retiring in March 2023. John D. Gerace has been named to the position of Chief Commercial Officer effective immediately.

Mr. Brown joined NanoString in July 2017 and initiated a comprehensive portfolio review, and implemented substantial improvements in sales processes, the global expansion of the commercial organization and the successful launch of GeoMx Digital Spatial Profiler.

“I joined NanoString over four years ago to build a world class sales organization. I have enjoyed the journey and am proud to say that we have achieved this goal, as demonstrated in our strong fourth quarter results,” said Chad Brown. “I look forward to supporting the transition and will be rooting for John and the team as they continue to develop the spatial biology market.”

“I’d like to extend my sincere thanks to Chad for being my commercial partner for over four great years. Chad led the restructuring of our sales approach, scale-up of our commercial team, and launch of GeoMx DSP, culminating in record-breaking 2021 revenue,” stated Brad Gray, president and CEO of NanoString. “John Gerace has spent the last several decades working in some of the most dynamic and competitive markets in life sciences, developing a deep understanding of our customers and winning strategies. His experience in building leading brands across a broad spectrum of life sciences tools and molecular diagnostics will help us bring our products to an expanding global market. In addition, John’s experience in business development can help us strengthen our portfolio and ecosystem through partnerships and deal-making.”

Mr. Gerace is a veteran life science executive who brings 35 years of diverse industry experience.

Over the prior four years, Mr. Gerace served as President of DiaSorin Molecular, LLC, the global molecular diagnostics business unit of DiaSorin SpA. Prior to DiaSorin, he was President and co-founder of Calabri Biosciences LLC, a consulting firm managing a portfolio of assets related to mobile healthcare diagnostics and monitoring. From April 2015 to December 2016, he served as President and CEO of Freedom Meditech, an early commercial stage medical device company, which he restructured and sold to Trividia Health, a subsidiary of SinoCare, Inc. From 2007 to 2014, he served in a variety of roles at Applied Biosystems/Life Technologies, including as vice president and general manager of the PCR Systems business unit, and later as Head of the Applied Markets business unit, serving the forensic science, animal health, and food safety market segments. Prior to Life Technologies, Mr. Gerace spent 14 years at Beckman Coulter in a variety of sales, marketing, and business development leadership roles. John holds B.S. degrees in Chemistry and Biological Sciences with honors from the University of California at Irvine and a M.B.A. from Pepperdine University. He currently serves on the Board of Directors of the Iacocca Family Foundation, The UC Irvine Foundation, and University Lab Partners.

“Spatial Biology has emerged as a critical force behind the next decade of life science research and future molecular diagnostics. NanoString is the clear leader in the spatial revolution, providing an entire ecosystem of spatial platforms including instruments, assays, and bioinformatic tools that span the continuum from discovery and translational research today, with the potential to power the next generation of clinical applications,” said

Mr. Gerace. “NanoString has a seasoned executive team, a long history of technical innovation, and an enviable portfolio of technologies. I look forward to working with Brad and the team to grow the business and create shareholder value.”

About NanoString Technologies, Inc.

NanoString Technologies is a leading provider of life science tools for discovery and translational research. The company provides three platforms that allow researchers to map the universe of biology. The nCounter® Analysis System, cited in more than 5,000 peer-reviewed publications, offers a way to easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations, simultaneously with high sensitivity and precision. NanoString’s GeoMx® Digital Spatial Profiler enables highly multiplexed spatial profiling of RNA and protein targets in various sample types, including FFPE tissue sections, and has been cited in more than 90 peer-reviewed publications. The CosMx Spatial Molecular Imager, with commercial availability expected in 2022, enables highly sensitive, high-resolution imaging of hundreds to thousands of RNAs or proteins directly from single cells within morphologically intact whole tissue sections. For more information, please visit www.nanostring.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding expectations for demand for our products and growth in our business, future revenue growth, the impact of new products and expansion into new markets, the growth trajectory of our nCounter and GeoMx franchises, and the anticipated launch of new products and technology. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include market acceptance of our products; delays or denials of regulatory approvals or clearances for products or applications; the extent and duration of the impact of the COVID-19 pandemic and adverse conditions in the general domestic and global economic markets; the effects of ongoing litigation; the impact of competition; the impact of expanded sales, marketing, product development and clinical activities on operating expenses; delays or other unforeseen problems with respect to manufacturing and product development; as well as the other risks set forth in our filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. NanoString Technologies disclaims any obligation to update these forward-looking statements.

NanoString, NanoString Technologies, the NanoString logo, GeoMx, and nCounter are trademarks or registered trademarks of NanoString Technologies, Inc. in various jurisdictions.

Contact

Doug Farrell

Vice President, Investor Relations & Corporate Communications

dfarrell@nanostring.com

Phone: 206-602-1768

XML

Cover Page Document	Jan. 05, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 05, 2022
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	NSTG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001401708