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): February 13, 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:

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 1.03. Bankruptcy or Receivership.

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

On February 13, 2024, a notice (the “Notice of Commencement”) of the commencement of the Cases was served on certain notice parties. Additional information about the Cases can be found at https://cases.ra.kroll.com/nanostring/.

The foregoing description of the Notice of Commencement does not purport to be complete and is qualified in its entirety by reference to the full text of the Notice of Commencement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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 Company’s plans to sell its assets pursuant to chapter 11 of the U.S. Bankruptcy Code; the Company’s intention to continue operations during the Cases; the Company’s belief that the 363 sale process will be in the best interest of the Company and its stakeholders; 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 Cases on the Company’s liquidity and results of operations; unpredictability of trading markets and whether a market will be established for the Company’s common stock; changes in the Company’s ability to meet its financial obligations during the Cases and to maintain contracts that are critical to its operations; the outcome and timing of the Cases and any potential asset sale; the effect of the filing of the Cases and any potential asset sale on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Cases or the potential asset sale; uncertainty regarding obtaining Court approval of a sale of the Company’s assets or other conditions to the potential asset sale; and the timing or amount of any distributions, if any, to the Company’s stakeholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Notice of Chapter 11 Bankruptcy Case.
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:	February 13, 2024	By:	/s/ R. Bradley Gray
			R. Bradley Gray
			President and Chief Executive Officer

EX-10.1

Information to identify the case:
Debtor: NanoString Technologies, Inc.	EIN: 20-0094687
United State Bankruptcy Court for the District of Delaware
Case Number: 24-10160 (CTG)	Date case filed in chapter 11: February 4, 2024

Official Form 309F1 (For Corporations or Partnerships)

Notice of Chapter 11 Bankruptcy Case    10/20

For the debtor listed above, a case has been filed under chapter 11 of the Bankruptcy Code. An order for relief has been entered.

This notice has important information about the case for creditors and debtors, including information about the meeting of creditors and deadlines. Read all pages carefully.

The filing of the case imposed an automatic stay against most collection activities. This means that creditors generally may not take action to collect debts from the debtor or the debtor's property. For example, while the stay is in effect, creditors cannot sue, assert a deficiency, repossess property, or otherwise try to collect from the debtor. Creditors cannot demand repayment from the debtor by mail, phone, or otherwise. Creditors who violate the stay can be required to pay actual and punitive damages and attorney's fees.

Confirmation of a chapter 11 plan may result in a discharge of debt. A creditor who wants to have a particular debt excepted from discharge may be required to file a complaint in the bankruptcy clerk's office within the deadline specified in this notice. (See line 11 below for more information.)

To protect your rights, consult an attorney. All documents filed in the case may be inspected on the website created by Claims and Noticing Agent at https://cases.ra.kroll.com/NanoString at the bankruptcy clerk's office at the address listed below, or through PACER (Public Access to Court Electronic Records at https://pacer.uscourts.gov).

———————————————————————

The staff of the bankruptcy clerk's office cannot give legal advice.

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Do not file this notice with any proof of claim or other filing in the case.

1. Debtor's full name: NanoString Technologies, Inc.
2. All other names used in the last 8 years: N/A
Jointly Administered Cases [Other names used by the applicable Debtor in the last 8 years appear in brackets in italics]		Case No.	EIN
NanoString Technologies, Inc.		24-10160 (CTG)	20-0094687
NanoString Technologies International, Inc.		24-10161 (CTG)	35-2582723
NanoString Technologies Netherlands B.V.		24-10162 (CTG)	N/A
NanoString Technologies Germany GmbH		24-10163 (CTG)	N/A
3. Address: 530 Fairview Avenue North, Suite 2000, Seattle, WA 98109
4. Debtors’ Attorneys WILLKIE FARR & GALLAGHER LLP Rachel C. Strickland Debra M. Sinclair Betsy L. Feldman Jessica D. Graber 787 Seventh Avenue New York, New York 10019 Telephone: 212-728-8000  - and -	Debtors’ Claims and Noticing Agent (for Court Documents and Case Information Inquiries): Kroll Restructuring Administration LLC Website: https://cases.ra.kroll.com/NanoString Email: NanoStringTeam@ra.kroll.com Toll Free (U.S. & Canada) #: (844) 596-1372 International #: +1 (646) 777-2348

For more information, see page 2

Official Form 309F1 (For Corporations or Partnerships)    Notice of Chapter 11 Bankruptcy Case    page 1

Debtor: NanoString Technologies, Inc.                   Case Number: 24-10160 (CTG)

YOUNG CONAWAY STARGATT & TAYLOR, LLP Edmon L. Morton Matthew B. Lunn Heather P. Smillie Kristin L. McElroy Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: 302-571-6600
5. Bankruptcy clerk’s office Documents in this case may be filed at this address.     You may inspect all records filed in this case at this office or online at https://cases.stretto.com/ironnet at no charge or https://pacer.uscourts.gov for a fee.	824 Market Street, 3rd Floor Wilmington, DE 19801	Hours open: Monday − Friday 8:00 AM − 4:00 PM Contact phone: 302−252−2900
6. Meeting of creditors             The debtor's representative must attend the meeting to be questioned under oath. Creditors may attend, but are not required to do so.	March 11, 2024 at 11:00 a.m. (ET) The meeting may be continued or adjourned to a laterdate. If so, the date will be on the court docket.	Location: The meeting of creditors is scheduled to be held by phone: Please call: 1-866-621-1355 Access Code: 7178157#
7. Proof of claim deadline	Deadline for filing proof of claim: Not yet set. If a deadline is set, notice will be sent at a later time. A proof of claim is a signed statement describing a creditor’s claim. A proof of claim form may be obtained at https://pacer.uscourts.gov or any bankruptcy clerk's office. Your claim will be allowed in the amount scheduled unless: ● your claim is designated as disputed, contingent, or unliquidated; ● you file a proof of claim in a different amount; or ● you receive another notice. If your claim is not scheduled or if your claim is designated as disputed, contingent, or unliquidated, you must file a proof of claim or you might not be paid on your claim and you might be unable to vote on a plan. You may file a proof of claim even if your claim is scheduled. You may review the schedules at the bankruptcy clerk's office or online at https://pacer.uscourts.gov. Secured creditors retain rights in their collateral regardless of whether they file a proof of claim. Filing a proof of claim submits a creditor to the jurisdiction of the bankruptcy court, with consequences a lawyer can explain. For example, a secured creditor who files a proof of claim may surrender important nonmonetary rights, including the right to a jury trial.
8. Exception to discharge deadline The bankruptcy clerk's office must receive a complaint and any required filing fee by the following deadline.	If § 523(c) applies to your claim and you seek to have it excepted from discharge, you must start a judicial proceeding by filing a complaint by the deadline stated below. Deadline for filing the complaint: May 10, 2024
9. Creditors with a foreign address	If you are a creditor receiving notice mailed to a foreign address, you may file a motion asking the court to extend the deadlines in this notice. Consult an attorney familiar with United States bankruptcy law if you have any questions about your rights in this case.

Official Form 309F1 (For Corporations or Partnerships)    Notice of Chapter 11 Bankruptcy Case    page 2

Debtor: NanoString Technologies, Inc.                   Case Number: 24-10160 (CTG)

10. Filing a Chapter 11 bankruptcy case

Chapter 11 allows debtors to reorganize or liquidate according to a plan. A plan is not effective unless the court confirms it. You may receive a copy of the plan and a disclosure statement telling you about the plan, and you may have the opportunity to vote on the plan. You may receive notice of the date of the confirmation hearing, and you may object to confirmation of the plan and attend the confirmation hearing. Unless a trustee is serving, the debtor will remain in possession of the property and may continue to operate its business.

11. Discharge of debts

Confirmation of a chapter 11 plan may result in a discharge of debts, which may include all or part of your debt. See 11 U.S.C. § 1141(d). A discharge means that creditors may never try to collect the debt from the debtor except as provided in the plan. If you want to have a particular debt owed to you excepted from the discharge and § 523(c) applies to your claim, you must start a judicial proceeding by filing a complaint and paying the filing fee in the bankruptcy clerk's office by the deadline.

Official Form 309F1 (For Corporations or Partnerships)    Notice of Chapter 11 Bankruptcy Case    page 3

XML

Cover Page Document	Feb. 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 13, 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	NSTG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001401708