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): April 12, 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.

    On April 12, 2022, NanoString Technologies, Inc. (the “Company”) issued a press release reporting certain preliminary financial results for the fiscal quarter ended March 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

    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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated April 12, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

    The information furnished in this Current Report under Items 2.02 and 7.01 and the exhibit 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:	April 12, 2022	By:	/s/ R. Bradley Gray
			R. Bradley Gray
			President and Chief Executive Officer

EX-99.1

Exhibit 99.1

NanoString Technologies Announces Preliminary Revenue for First Quarter of Fiscal Year 2022

SEATTLE - April 12, 2022 - NanoString Technologies, Inc. (NASDAQ:NSTG), a leading provider of life science tools for discovery and translational research, today announced preliminary total product and service revenue of approximately $31 million for the first quarter. This unaudited estimate, based on management's preliminary financial analysis, is lower than the company's previous guidance for product and service revenue of $34 million to $38 million for the first quarter of 2022.

Preliminary First Quarter Financial Results

•Product and service revenue of $31 million

•GeoMx® Digital Spatial Profiler (DSP) revenue of $10 million. GeoMx DSP revenue includes:

◦Instrument revenue of $5 million, 31% year-over-year decline

◦Consumables revenue of $5 million, 78% year-over-year growth, annualized pull-through of approximately $76,000 per installed system

•nCounter revenue, inclusive of all service revenue, of $21 million. nCounter revenue includes:

◦Instrument revenue of $4 million, 11% year-over-year decline

◦Consumables revenue of $13 million, 5% year-over-year decline, annualized pull-through of approximately $48,000 per installed system

◦Service revenue of $4 million, 16% year-over-year growth

•CosMx Spatial Molecular Imager (SMI): Generated orders for more than 15 CosMx SMI systems, bringing total orders to date to more than 35 systems

“Our first quarter revenue fell short of our expectations. After reviewing the preliminary results with the benefit of hindsight, we believe our Q1 revenue was impacted primarily by two factors. First, uneven sales execution resulted in an imbalance between capturing fourth quarter revenue and developing our Q1 2022 funnel of opportunities. Second, we believe this was compounded by the impact of changes made to re-align our expanded commercial team early in the year," said Brad Gray, President and CEO of NanoString. “Customer interest in spatial biology continues to be strong, and we remain confident in our long-term prospects. We’re currently evaluating our financial outlook for the full year and plan to provide an update on our earnings call on May 10th.”

Conference Call

The Company plans to host a conference call on Tuesday April 12, at 5:00pm ET to discuss these preliminary results and provide more details. Investors and other interested parties should register for the conference call in advance by visiting https://www.incommglobalevents.com/registration/q4inc/10595/nanostring-q1-results/. Following registration, an email confirmation will be sent that includes dial-in details and unique conference call codes for entry. Registration is open throughout the call but to ensure connection for the full call, registration in advance is recommended. The link to the live webcast and audio replay will be made available at the Investor Relations website: www.nanostring.com.

A replay of the call will be available beginning April 12, 2022 around 7:30pm ET through midnight on April 19, 2022. To access the replay, dial (866) 813-9403 or (929) 458-6194 and reference Conference ID: 508842. The webcast will also be available on the Company's website for one year following the completion of the call.

The Company plans to release full operating results for first quarter of 2022 after the close of trading on Tuesday, May 10, 2022. Company management will host a conference call beginning at 4:30pm ET to discuss those results and provide updated financial guidance.

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 5,200 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 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 financial results for the first quarter of 2022; expectations for demand for our products and growth in our business, including customer interest in spatial biology; the impact of realignment of our expanded commercial team; sales execution and sales funnel; 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 ended March 31, 2022 differ from the estimates presented in the news release; the impact of realignment of our expanded commercial team on our results; 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 amounts set forth above are preliminary estimates. We are in the process of finalizing our results of operations for the three months ended March 31, 2022 and therefore final results are not yet available. These preliminary estimates are based solely upon information available to management as of the date of this press release. Our actual results may differ from these estimates due to the completion of our quarter-end closing procedures, final adjustments and developments that may arise between now and the time our financial results for the three months ended March 31, 2022 are finalized. You should read our unaudited consolidated financial statements for the three months ended March 31, 2022 once they become available.

The NanoString logo, NanoString, NanoString Technologies, GeoMx, CosMx 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

XML

Cover Page Document	Apr. 12, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 12, 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