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 13, 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 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2022, the board of directors (the “Board”) of Nanostring Technologies, Inc. (the “Company”), upon recommendation from the nomination and corporate governance committee of the Board, voted to appoint Teresa Foy, Ph.D. as a director of the Company, effective as of April 18, 2022. Dr. Foy was appointed as a Class I director with a term expiring at the Company’s 2023 annual meeting of stockholders and was also appointed to the compensation committee of the Board.

There are no transactions and no proposed transactions between Dr. Foy or any member of her immediate family and the Company or its subsidiaries, and there is no arrangement or understanding between Dr. Foy and any other person or entity pursuant to which Dr. Foy was appointed as a director of the Company.

In addition, on April 13, 2022, Dr. Robert Hershberg, M.D., Ph.D, a member of the Board, notified the Company of his resignation from the Board effective as of April 18, 2022, and the Board accepted his resignation. Dr. Hershberg’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

As a result of Dr. Hershberg’s resignation from the Board, which included his resignation from the nominating and corporate governance committee of the Board, and following the appointment of Dr. Foy to the compensation committee, the membership of such committees is as follows:

Compensation Committee	Nominating and Corporate Governance Committee
Gregory Norden (Chair)	Chad Waite (Chair)
Teresa Foy	Dana Rollison
Kirk Malloy	William Young
William Young

In accordance with the terms of the Company’s outside director compensation policy, Dr. Foy is eligible to participate in the Company’s standard compensation arrangements for non-employee members, which consists of cash and equity compensation for service on the board of directors and committees thereof. Dr. Foy received an initial grant of 11,524 restricted stock units on April 18, 2022 and is entitled to receive a $40,000 annual cash retainer, to be paid in four equal installments at the end of each calendar quarter (prorated for service during a portion of the quarter). In addition, Dr. Foy is entitled to receive a $7,500 annual cash retainer for her service on the compensation committee of the board of directors, to be paid in four equal installments at the end of each calendar quarter (such payments to be pro rated for service during a portion of such quarter).

Outside Director Compensation Policy

The Outside Director Compensation Policy was adopted in connection with the Company’s initial public offering in June 2013 and has been amended from time to time, most recently in April 2022. The philosophy underlying the Company’s Outside Director Compensation Policy is to provide reasonable compensation to the Company’s non-employee directors that is appropriately aligned with the Company’s peers and is commensurate with the services and contributions of the non-employee directors. All directors will be reimbursed for expenses in their capacities as directors in accordance with the Company’s standard expense reimbursement policy. The Outside Director Compensation Policy consists of the following components.

Equity Compensation

On the date of each year’s annual stockholders’ meeting, each non-employee director will receive annual equity grants valued at $225,000, consisting of restricted stock units, except that grants to non-employee directors with less than 12 months of continuous service as of the annual shareholders meeting will be prorated to reflect their applicable portion of a full year of service prior to such meeting. All of the shares underlying the annual equity grants will vest in full on the date that is the earlier of the one year anniversary of the date of grant or the date immediately prior to the next annual stockholders meeting, subject to continued service as a director through the vesting date, and subject to the change in control provisions of the Company’s 2013 Equity Incentive Plan (which are described below). The number of restricted stock units will be determined by dividing the dollar value of the grant by the average closing price of a share of Company common stock for the period starting on the date that is 30 calendar days prior to the grant date and ending on (and inclusive of) the calendar day prior to such grant date.

Upon joining the Company’s board of directors, each non-employee director will be automatically granted on their start date as a non-employee director an initial grant of restricted stock units valued at $375,000. The shares underlying the initial grant vest one-third each year over three years on the anniversary of the grant date, subject to continued service as a director through each vesting date, and subject to the change in control provisions of the Company’s 2013 Equity Incentive

Plan, which are described below. The number of restricted stock units will be determined by dividing the dollar value of the grant by the average closing price of a share of Company common stock for the period starting on the date that is 30 calendar days prior to the grant date and ending on (and inclusive of) the calendar day prior to such grant date.

Awards granted under the outside director compensation policy are granted pursuant to, and subject to the other terms and conditions of, the Company’s 2013 Equity Incentive Plan. Under the Company’s 2013 Equity Incentive Plan, the vesting of each grant described above accelerates in full in connection with a “change in control” as defined in our 2013 Equity Incentive Plan, if the service of an outside director is terminated on or following a change in control, other than pursuant to a voluntary resignation of the director that is not at the request of the acquirer. In addition, our 2013 Equity Incentive Plan provides that no non-employee director may be granted, in any fiscal year, stock-settled equity awards with a grant date fair value (determined in accordance with GAAP) of more than $500,000, with this limit increased to $1,000,000 in connection with his or her initial service, or cash-settled awards with a grant date fair value of more than $175,000, increased to $350,000 in connection with his or her initial service.

Cash Compensation

Each non-employee director receives an annual cash retainer of $40,000 for serving on the board of directors. In addition to the annual retainer, the chairperson of the board of directors receives an additional cash retainer of $40,000, and the chairpersons of the board’s audit committee, compensation committee and nominating and corporate governance committee are entitled to an additional cash retainer of $20,000, $15,000 and $10,000 per year, respectively. Non-chair members of the audit committee, compensation committee and nominating and corporate governance committee are entitled to an additional cash retainer of $10,000, $7,500 and $5,000 per year, respectively. All cash payments are to be made in four equal installments at the end of each calendar quarter during which such individual served as a director (such payments to be prorated for service during a portion of such quarter).

A press release announcing the resignation of Dr. Hershberg and the appointment of Dr. Foy to the Boardis attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated April 18, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 18, 2022	By:	/s/ R. Bradley Gray
			R. Bradley Gray
			President and Chief Executive Officer

EX-99.1

Exhibit 99.1

NanoString Appoints Dr. Teresa Foy to Board of Directors

Dr. Rob Hershberg steps down from Board after 7 years of service

SEATTLE, Wash., April 18, 2022/Business Wire/-- NanoString Technologies, Inc. (NASDAQ: NSTG), a leading provider of life science tools for discovery and translational research, today announced the appointment of Dr. Teresa (Teri) Foy to the Board of Directors, effective April 18, 2022.

“I am honored to welcome Dr. Foy to the team. Teri is a leader in immuno-oncology and cellular therapy, with decades of experience in pharmaceutical research,” said president and chief executive officer, Brad Gray. “Immunology and oncology are two of the most important applications for spatial biology, and Teri brings a wealth of knowledge in the ways that life science tools are utilized to accelerate drug development to ultimately benefit patients.”

Dr. Foy is an immunologist with over 25 years of experience in the biotechnology and pharmaceutical industry, developing novel therapeutics in the areas of oncology and inflammation. At Bristol Myers Squibb, she leads the Immuno-Oncology and Cell Therapy Thematic Research Center. With a mission to drive leadership in the use of immune effector cell-based therapies in hematological and solid cancers, Dr. Foy and her team focus on the development and translation of Bristol Myers Squibb’s early immuno-oncology and cell therapy pipeline from discovery through human proof of concept. As part of her research, Dr. Foy oversees close collaborations with other key research areas across the company, as well as external scientific partnerships. Her team is on the front line of innovation, continually testing and evaluating leading-edge research tools. Dr. Foy has served as a board observer for a number of private companies. Prior to her role at Bristol Myers Squibb, Dr. Foy worked at Celgene for more than five years. She was instrumental in establishing Celgene’s Seattle site, focusing initially on building the immuno-oncology strategy and pipeline, and subsequently expanding focus to include oversight of Celgene’s cell therapy research and early development strategy and pipeline. She and her team spearheaded foundational research in numerous novel targets, including innate immune cells, myeloid cells, and regulatory T cells.

“Spatial biology is enabling critical new insights into how the body’s immune system can be harnessed to help fight disease. I believe that this new generation of spatial technologies will help us better understand the mechanism of disease and allow us to discover new breakthrough therapies for patients that are battling cancer and autoimmune diseases,” stated Dr. Teri Foy, senior vice president, Immuno-Oncology and Cell Therapy, Bristol Myers Squibb.

Dr. Foy earned her doctorate in immunology from the University of Iowa, completed her post-doctoral fellowship in immunology and immunotherapy at Dartmouth Medical School and received an M.S. in immunology and microbiology from St. Cloud University and a B.S. in biology from the University of Minnesota. She has an extensive publication record and is a named inventor on nearly a dozen patents for novel immune compositions.

NanoString also announced that Dr. Rob Hershberg has resigned from the Board of Directors, effective April 18, 2022, following seven years of service. “We wish to thank Rob for his many years of service,” said Brad Gray. “We benefited from Rob’s invaluable scientific insights based on his experience in translational research and clinical development. We wish him success in his future endeavors.”

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 5,300 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 100 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 our products 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, CosMx, GeoMx, and nCounter are trademarks or registered trademarks of NanoString Technologies, Inc. in various jurisdictions.

Contact:

Doug Farrell, NanoString

Vice President, Investor Relations & Corporate Communications

dfarrell@nanostring.com

Phone: 206-602-1768

XML

Cover Page Document	Apr. 13, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 13, 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