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 6, 2020

_______________________________ 

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 6, 2020, NanoString Technologies, Inc. (the “Company”) announced certain preliminary financial and operating results at and for the quarter ended March 31, 2020. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

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 6, 2020.

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 6, 2020	By:	/s/ R. Bradley Gray
			R. Bradley Gray
			President and Chief Executive Officer

EX-99.1

Exhibit 99.1

NanoString Provides COVID-19 Business Update and Announces Conference Call on Thursday May 7th, 2020

GeoMx DSP Orders and Revenue In-Line with Prior Guidance

nCounter Instrument and Consumable Revenue Disrupted by COVID-19

SEATTLE - (Business Wire) April 6, 2020 - NanoString Technologies, Inc. (NASDAQ:NSTG), a leading provider of life science tools for discovery and translational research, today announced preliminary operational and financial results for the quarter ended March 31, 2020, and outlined the company’s response to the COVID-19 pandemic and the ongoing impact on operations.

“I am proud of the way NanoString has responded to the COVID-19 outbreak. Our team has taken significant measures to ensure the safety of our employees and our community, while serving our customers and delivering first quarter revenue growth during the ongoing COVID-19 pandemic,” said Brad Gray, President and CEO of NanoString. “While our dedicated employees have enabled the essential aspects of our operations to continue, the current situation is limiting the work of researchers across all geographies and disrupting typical shipping and ordering patterns. As of today, we estimate that approximately half of our research customers have a reduced ability to receive shipments, and some have temporarily stopped accepting shipments altogether.”

“We generated more than 15 new GeoMx® DSP instrument orders in the first quarter, and overall GeoMx revenue was at the upper end of our first quarter guidance. In contrast, nCounter® revenue fell short of the bottom end of our first quarter guidance, as slowing global research activity reduced demand for consumables,” said Thomas Bailey, CFO of NanoString. “As a result, we are withdrawing full-year guidance until our visibility into revenue trends improves. Our recently completed $230 million financing provides a strong balance sheet that will support the Company while we navigate this period of uncertainty.”

For the quarter ended March 31, 2020:

• Product and service revenue was approximately $24.5 million, representing growth of approximately 15%, as compared to the prior year period. This compares to guidance for first quarter product and service revenue of $25 to $28 million.

• nCounter revenue was approximately $17.4 million, including about $3.3 million from instrument sales and about $10.9 million from consumables sales. This compares to guidance for first quarter nCounter revenue of $19 to $21 million.

• GeoMx DSP revenue was approximately $7.1 million, as compared to prior guidance for first quarter GeoMx DSP revenue of $6 to $7 million.

• Cash, cash equivalents and short-term investments totaled approximately $270 million as of March 31, 2020.

Fiscal Year 2020 Outlook

As a result of the highly dynamic situation and ongoing disruptions from COVID-19, the company is withdrawing its financial guidance for fiscal year 2020. At the present time, the Company cannot predict the extent or duration of the impact of the COVID-19 outbreak on our operating results. Management may provide an updated outlook in its first quarter operating results announcement and conference call currently scheduled for Thursday, May 7^th, based on information available at that time.

First Quarter Conference Call

The Company will release operating results for the first quarter after the close of the market on Thursday, May 7, 2020. Company management will host a conference call beginning at 4:30pm ET to discuss those results and provide a business update.

Individuals interested in listening to the conference call may do so by dialing (866) 211-0364 for domestic callers, or (647) 689-6861 for international callers. Please reference Conference ID: 4699305. To listen to a live webcast, please visit the investor relations section of the company’s website at nanostring.com.

A replay of the call will be available beginning May 7, 2020 at 7:30pm ET through midnight on March 14, 2020. To access the replay, dial (800) 585-8367 or (416) 621-4642 and reference Conference ID: 4699305. The webcast will also be available on the Company’s website for one year following the completion of the call.

About NanoString Technologies, Inc.

NanoString Technologies is a leading provider of life science tools for discovery and translational research. The company’s nCounter® Analysis System is used in life sciences research and has been cited in more than 3,250 peer-reviewed publications. The nCounter Analysis System offers a cost-effective way to easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations, simultaneously with high sensitivity and precision, facilitating a wide variety of basic research and translational medicine applications, including biomarker discovery and validation. The company’s GeoMx™ Digital Spatial Profiler enables highly-multiplexed spatial profiling of RNA and protein targets in a variety of sample types, including FFPE tissue sections.  

For more information, please visit www.nanostring.com.

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

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 the impact of the COVID-19 pandemic and slowing global research activity on the company’s operations and future financial performance. 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 extent and duration of the impact of the COVID-19 pandemic and adverse conditions in the general domestic and global economic markets; as well as the other risks set forth in the company's 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 except as required by law.

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, 2020 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, 2020 are finalized. You should read our unaudited consolidated financial statements for the three months ended March 31, 2020 once they become available.

Contact:

Doug Farrell

Vice President, Investor Relations & Corporate Communications

dfarrell@nanostring.com

Phone: 206-602-1768