10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023 OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number 001-35980

NANOSTRING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-0094687
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

530 Fairview Avenue North

Seattle, Washington 98109

(Address of principal executive offices)

(206) 378-6266

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
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.   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ý

As of November 2, 2023 there were 48,118,306 shares of registrant’s common stock outstanding.

NANOSTRING TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED September 30, 2023

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
ITEM 1:	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022	3
	Condensed Consolidated Statements of Operations — Three and nine months ended September 30, 2023 and 2022	4
	Condensed Consolidated Statements of Comprehensive Loss — Three and nine months ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) — Three and nine months ended September 30, 2023 and 2022	6
	Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2023 and 2022	8
	Notes to Condensed Consolidated Financial Statements	9
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3:	Quantitative and Qualitative Disclosures about Market Risk	28
ITEM 4:	Controls and Procedures	29
PART II - OTHER INFORMATION
ITEM 1:	Legal Proceedings	30
ITEM 1A:	Risk Factors	31
ITEM 5:	Other Information	58
ITEM 6:	Exhibits	58
SIGNATURES		59

1

Risk Factor Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section of this report titled “Risk Factors.” The following is a summary of the principal risks we face:

•We have incurred losses since we were formed and expect to incur losses in the future. We cannot be certain that we will achieve or sustain profitability.

•Our future capital needs are uncertain and we will need to raise additional funds in the future.

•Involvement in lawsuits to protect or enforce our patent and proprietary rights, to determine the scope, coverage and validity of others' proprietary rights, or to defend against third-party claims of intellectual property infringement, could be time-intensive and costly and may adversely impact our business or stock price.

•Servicing our Secured Notes and our Convertible Notes may require a significant amount of cash, and we may not have sufficient cash flow or the ability to raise the funds necessary to satisfy our obligations under the Secured Notes and Convertible Notes, and our current and future indebtedness may limit our operating flexibility or otherwise affect our business.

•Provisions of our existing and any future debt instruments may restrict our ability to pursue business strategies.

•Our financial results may vary significantly from quarter to quarter which may adversely affect our stock price.

•If we do not achieve, sustain or successfully manage our anticipated growth, our business and growth prospects will be harmed.

•Our future success is dependent upon our ability to expand our customer base and introduce new applications and products.

•The life sciences research market is highly competitive. If we fail to compete effectively, our business and operating results will suffer.

•New product development involves a lengthy and complex process, and we may be unable to commercialize on a timely basis, or at all, any of the products we develop.

•New market opportunities may not develop as quickly as we expect, limiting our ability to successfully market and sell our products.

•We face risks related to health epidemics and other outbreaks, such as COVID-19, which could significantly disrupt our operations and could have a material adverse impact on us.

•Our business depends on levels of research and development spending by academic and governmental research institutions and biopharmaceutical companies, a reduction in which could limit demand for our products and adversely affect our business and operating results.

•Our sales cycle is lengthy and variable, which makes it difficult for us to forecast revenue and other operating results.

•Our reliance on distributors for sales of our products outside of the United States could limit or prevent us from selling our products and impact our revenue.

•If we are unable to protect our intellectual property effectively, our business would be harmed.

•We are dependent on third-party manufacturers, service providers and single source suppliers for some of the components and materials used in our products, and the loss of any of these suppliers, or difficulties or delays in securing components or materials, could harm our business.

•We may experience manufacturing problems or delays that could limit our growth or adversely affect our operating results.

•We expect to generate a substantial portion of our revenue internationally and are subject to various risks relating to our international activities, which could adversely affect our operating results.

•Undetected errors or defects in our products could harm our reputation, decrease market acceptance of our products or expose us to product liability claims.

•If we experience a significant disruption in our information technology systems or breaches of data security, our business could be adversely affected.

•For medical devices we manufacture for third parties, we are subject to ongoing and extensive regulatory requirements, and our failure to comply with these requirements could substantially harm our business.

•The price of our common stock may be volatile, and you could lose all or part of your investment.

•Macroeconomic conditions, inflationary pressures and the political climate could adversely affect our operating results and growth prospects.

•Complying with the laws and regulations affecting public companies increases our costs and the demands on management and could harm our operating results.

2

PART I. FINANCIAL INFORMATION 

Item 1.    Condensed Consolidated Financial Statements

NanoString Technologies, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value)

	September 30, 2023		December 31, 2022
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	93,802	$	112,250
Restricted cash and equivalents	296		898
Short-term investments	3,299		84,282
Accounts receivable, net	48,352		31,506
Inventory, net	55,159		43,273
Prepaid expenses and other	10,899		14,565
Total current assets	211,807		286,774
Property and equipment, net	44,991		44,457
Operating lease right-of-use assets	14,420		17,581
Other assets	3,495		4,600
Total assets	$	274,713	$	353,412
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	33,335	$	16,619
Accrued liabilities	9,573		7,884
Accrued compensation and other employee benefits	14,545		17,494
Customer deposits	1,653		1,757
Deferred revenue, current portion	12,848		9,588
Operating lease liabilities, current portion	5,578		5,518
Total current liabilities	77,532		58,860
Deferred revenue, net of current portion	5,623		3,754
Long-term debt, net	227,764		226,622
Operating lease liabilities, net of current portion	14,360		18,362
Total liabilities	325,279		307,598
Commitment and contingencies (Note 10)
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value, 15,000 shares authorized; none issued	—		—
Common stock, $0.0001 par value, 150,000 shares authorized; 48,108 and 46,719 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	5		5
Additional paid-in capital	881,038		855,694
Accumulated other comprehensive loss (income)	4		(589)
Accumulated deficit	(931,613)		(809,296)
Total stockholders’ equity (deficit)	(50,566)		45,814
Total liabilities and stockholders’ equity (deficit)	$	274,713	$	353,412

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

NanoString Technologies, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue:
Product	$	41,905	$	24,605	$	111,937	$	78,561
Service and other	6,184		4,936		16,114		14,279
Total revenue	48,089		29,541		128,051		92,840
Costs and expenses:
Cost of product revenue	25,668		10,159		68,363		33,592
Cost of service and other revenue	5,018		3,564		14,951		10,761
Total cost of revenue	30,686		13,723		83,314		44,353
Research and development	17,115		16,992		51,447		51,755
Selling, general and administrative	36,755		33,767		113,197		106,234
Total costs and expenses	84,556		64,482		247,958		202,342
Loss from operations	(36,467)		(34,941)		(119,907)		(109,502)
Other income (expense):
Interest income	1,355		774		4,167		1,331
Interest expense	(1,897)		(1,887)		(5,677)		(5,650)
Other expense, net	(451)		(579)		(669)		(1,286)
Total other expense, net	(993)		(1,692)		(2,179)		(5,605)
Net loss before provision for income tax	(37,460)		(36,633)		(122,086)		(115,107)
Benefit (provision) for income tax	49		(57)		(231)		(322)
Net loss	$	(37,411)	$	(36,690)	$	(122,317)	$	(115,429)
Net loss per share — basic and diluted	$	(0.78)	$	(0.79)	$	(2.58)	$	(2.49)
Weighted average shares used in computing basic and diluted net loss per share	47,715		46,529		47,341		46,320

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

NanoString Technologies, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss	$	(37,411)	$	(36,690)	$	(122,317)	$	(115,429)
Other comprehensive income (loss):
Change in unrealized gain (loss) on available-for-sale debt securities	—		149		593		(983)
Comprehensive loss	$	(37,411)	$	(36,541)	$	(121,724)	$	(116,412)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

NanoString Technologies, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands)

(Unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2022	45,729	$	5	$	827,028	$	(318)	$	(649,753)	$	176,962
Common stock issued for stock options and restricted stock units	624	—		1,035		—		—		1,035
Common stock issued for employee stock purchase plan	49	—		1,502		—		—		1,502
Tax withholdings related to net share settlements of restricted stock units	—	—		(1,505)		—		—		(1,505)
Stock-based compensation	—	—		7,785		—		—		7,785
Net loss	—	—		—		—		(39,500)		(39,500)
Other comprehensive loss	—	—		—		(974)		—		(974)
Balance at March 31, 2022	46,402	$	5	$	835,845	$	(1,292)	$	(689,253)	$	145,305
Common stock issued for stock options and restricted stock units	76	—		264		—		—		264
Stock-based compensation	—	—		6,493		—		—		6,493
Net loss	—	—		—		—		(39,239)		(39,239)
Other comprehensive loss	—	—		—		(158)		—		(158)
Balance at June 30, 2022	46,478	$	5	$	842,602	$	(1,450)	$	(728,492)	$	112,665
Common stock issued for stock options and restricted stock units	56	—		117		—		—		117
Common stock issued for employee stock purchase plan	101	—		1,168		—		—		1,168
Stock-based compensation	—	—		5,519		—		—		5,519
Net loss	—	—		—		—		(36,690)		(36,690)
Other comprehensive income	—	—		—		149		—		149
Balance at September 30, 2022	46,635	$	5	$	849,406	$	(1,301)	$	(765,182)	$	82,928

6

NanoString Technologies, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(in thousands)

(Unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount
Balance at January 1, 2023	46,719	$	5	$	855,694	$	(589)	$	(809,296)	$	45,814
Common stock issued for stock options and restricted stock units	437	—		20		—		—		20
Common stock issued for employee stock purchase plan	172	—		1,354		—		—		1,354
Tax withholdings related to net share settlements of restricted stock units	—	—		(490)		—		—		(490)
Stock-based compensation	—	—		7,626		—		—		7,626
Net loss	—	—		—		—		(41,238)		(41,238)
Other comprehensive income	—	—		—		534		—		534
Balance at March 31, 2023	47,328	$	5	$	864,204	$	(55)	$	(850,534)	$	13,620
Common stock issued for stock options and restricted stock units	198	—		92		—		—		92
Stock-based compensation	—	—		8,436		—		—		8,436
Net loss	—	—		—		—		(43,668)		(43,668)
Other comprehensive income	—	—		—		59		—		59
Balance at June 30, 2023	47,526	$	5	$	872,732	$	4	$	(894,202)	$	(21,461)
Common stock issued for stock options and restricted stock units	187	—		—		—		—		—
Common stock issued for employee stock purchase plan	395	—		866		—		—		866
Stock-based compensation	—	—		7,440		—		—		7,440
Net loss	—	—		—		—		(37,411)		(37,411)
Balance at September 30, 2023	48,108	$	5	$	881,038	$	4	$	(931,613)	$	(50,566)

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

NanoString Technologies, Inc.

Condensed Consolidated Statements of Cash Flows (in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2023		2022
Operating activities
Net loss	$	(122,317)	$	(115,429)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	23,502		19,644
Depreciation and amortization	11,434		5,151
Amortization of deferred financing costs	1,142		1,105
Amortization of premium on short-term investments, net	99		1,481
Non-cash operating lease cost	3,289		3,012
Allowance for inventory obsolescence and accounts receivable credit loss	5,919		2,318
Changes in operating assets and liabilities:
Accounts receivable	(16,914)		11,698
Inventory	(18,509)		(16,109)
Prepaid expenses and other assets	4,553		(8,057)
Accounts payable	17,780		2,793
Accrued liabilities	4,768		(3,016)
Accrued compensation and other employee benefits	(2,933)		(2,348)
Customer deposits	(104)		(207)
Deferred revenue and other liabilities	5,299		1,040
Operating lease liabilities	(3,904)		(3,601)
Net cash used in operating activities	(86,896)		(100,525)
Investing activities
Purchases of property and equipment	(9,477)		(11,497)
Purchase of internal-use software assets	(5,809)		(5,343)
Purchase of intellectual property	—		(750)
Proceeds from sale of short-term investments	—		7,700
Proceeds from maturity of short-term investments	81,476		167,774
Purchases of short-term investments	—		(49,500)
Net cash provided by investing activities	66,190		108,384
Financing activities
Tax withholdings related to net share settlements of restricted stock units	(490)		(1,504)
Proceeds from issuance of common stock for employee stock purchase plan	2,220		2,669
Proceeds from exercise of stock options	112		1,417
Repayment of finance lease obligations	(170)		(257)
Net cash provided by financing activities	1,672		2,325
Effect of exchange rate changes on cash, restricted cash and cash equivalents	(16)		(183)
Net increase (decrease) in cash, restricted and cash equivalents	(19,050)		10,001
Cash, restricted cash and cash equivalents
Beginning of period	113,148		107,068
End of period	$	94,098	$	117,069
Supplemental disclosures
Operating lease right-of-use assets obtained in exchange for lease obligations	$	—	$	2,126
	September 30,
	2023		2022
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	93,802	$	117,069
Restricted cash and cash equivalents	296		—
Total cash, restricted cash and cash equivalents shown in the statement of cash flows	$	94,098	$	117,069

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

NanoString Technologies, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

1. Description of the Business

NanoString Technologies, Inc. (the “Company”) was incorporated in the state of Delaware on June 20, 2003. The Company’s headquarters is located in Seattle, Washington. The Company’s proprietary chemistries enable the direct detection, identification, and quantification of individual target molecules in biological samples by attaching unique molecular reporters to each target molecule of interest. The Company currently markets and sells its proprietary technologies, consisting of (i) its spatial biology platforms, including CosMx Spatial Molecular Imager or CosMx SMI, GeoMx Digital Spatial Profiler, or GeoMx, and AtoMx Spatial Informatics Platform, or AtoMx, a cloud-based informatics portal currently for use with CosMx, and (ii) its nCounter Analysis System for multi-plex bulk gene expression analysis. The CosMx, GeoMx, and nCounter product platforms include instruments, related consumables, software and services, have the versatility to detect both RNA and protein expression and are able to generate reliable and reproduceable data in a variety of biological sample types.

2. Summary of Significant Accounting Policies

Basis of Presentation and liquidity

The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all information and disclosures required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for annual financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and U.S. GAAP for unaudited condensed consolidated financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and results of its operations as of and for the periods presented. Unless indicated otherwise, all amounts presented in financial tables are presented in thousands, except for per share and par value amounts.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Given the global economic climate, certain estimates are becoming more challenging, and actual results could differ materially from those estimates. The results of the Company’s operations for the three and nine month periods ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year or for any other period.

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration expected to be received in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Performance obligations are considered satisfied once the Company has transferred control of a product or service to the customer, meaning the customer has the ability to use and obtain the benefit of the product or service. The Company recognizes revenue for satisfied performance obligations only when there are no uncertainties regarding payment terms or transfer of control.

The Company generates the majority of its revenue from sales of its proprietary CosMx, GeoMx, and nCounter Analysis systems, and related consumables. Services consist of instrument service contracts for maintenance, repair and other support related to customer owned instruments, and also certain service fees for assay processing and data analysis and reporting.

9

Leases

The Company determines if an arrangement is a lease at inception of a contract. The Company’s leasing portfolio is comprised of operating leases primarily for general office, manufacturing, and research and development purposes, and financing leases for equipment. Operating and financing lease liabilities and the corresponding right-of-use assets are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Operating lease right-of-use assets are reduced by lease incentives included in the agreement. As the existing leases do not contain an implicit interest rate, the Company estimates its incremental borrowing rate based on information available at commencement date in determining the present value of future payments. The Company includes options to extend the lease in the lease liability and right-of-use asset when it is reasonably certain that the option will be exercised. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term. For our short-term leases, we recognize lease payments as an expense on a straight-line basis over the lease term.

Capitalized Internal Use Software Costs

The Company capitalizes certain development costs incurred in connection with software development for internal-use software platforms used in operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized internal use software development costs are included in property and equipment and are amortized on a straight-line basis over the estimated useful life of the software platforms and are included in depreciation and amortization within operating expenses in the consolidated statements of operations. Unamortized capitalized internal-use software development costs were $13.3 million and $11.8 million as of September 30, 2023 and December 31, 2022, respectively. Amortization of capitalized internal-use software costs was $1.2 million and $3.4 million for the three and nine months ended September 30, 2023.

Capitalized costs associated with the implementation of hosted third-party cloud computing arrangements are recorded as part of current and long-term other assets. Maintenance and training costs are expensed as incurred on a straight-line basis over the term of the related hosting arrangement. Costs are recorded within the consolidated statements of operations based on functional use of the software. Unamortized capitalized software implementation costs were $1.4 million and $1.9 million as of September 30, 2023 and December 31, 2022, respectively. Amortization of capitalized software implementation costs of hosted third-party cloud computing arrangements was $0.2 million and $0.5 million for both the three and nine month periods ended September 30, 2023 and 2022, respectively.

3. Revenue from Contracts with Customers

The Company operates as a single reportable segment. The Company has one sales force that sells the Company’s spatial biology and its nCounter Analysis systems and the consumables and services related to these platforms.

Disaggregated Revenues

The following table of total revenue is based on the geographic location of end users or distributors who purchase products and services. For sales to distributors, their geographic location may be different from the geographic location of the ultimate end customer. Americas consists of the United States, Canada, Mexico, and South America; and Asia Pacific includes Japan, China, South Korea, Singapore, Malaysia, India, and Australia.

The following table provides information about disaggregated revenue by major product line and primary geographic market (in thousands):

	Three Months Ended September 30, 2023								Nine Months Ended September 30, 2023
	Americas		Europe and Middle East		Asia Pacific		Total		Americas		Europe and Middle East		Asia Pacific		Total
Instruments	$	14,927	$	4,077	$	4,604	$	23,608	$	32,481	$	11,708	$	8,418	$	52,607
Consumables	12,099		5,097		1,101		18,297		38,729		16,425		4,176		59,330
Service and other revenue	4,119		1,699		366		6,184		10,979		4,002		1,133		16,114
Total revenue	$	31,145	$	10,873	$	6,071	$	48,089	$	82,189	$	32,135	$	13,727	$	128,051

10

	Three Months Ended September 30, 2022								Nine Months Ended September 30, 2022
	Americas		Europe and Middle East		Asia Pacific		Total		Americas		Europe and Middle East		Asia Pacific		Total
Instruments	$	4,835	$	2,171	$	1,017	$	8,023	$	16,343	$	6,132	$	4,189	$	26,664
Consumables	12,044		3,687		851		16,582		37,017		11,778		3,102		51,897
Service and other revenue	3,437		1,259		240		4,936		10,124		3,486		669		14,279
Total revenue	$	20,316	$	7,117	$	2,108	$	29,541	$	63,484	$	21,396	$	7,960	$	92,840

Total revenue in the United States was $30.0 million, $19.0 million, $79.9 million and $60.9 million for the three and nine month periods ended September 30, 2023 and 2022, respectively. The Company’s assets are primarily located in the United States and therefore are not allocated to any specific geographic region.

Contract balances and remaining performance obligations

Contract liabilities are comprised of the current and long-term portions of deferred revenue of $18.3 million and $13.0 million as of September 30, 2023 and December 31, 2022, respectively, and customer deposits of $1.7 million and $1.8 million as of September 30, 2023 and December 31, 2022, respectively, included within the condensed consolidated balance sheets. Total contract liabilities increased by $5.2 million as of September 30, 2023 as a result of additional deferred revenue of $18.1 million associated primarily with new or extended service contracts partially offset by the recognition of previously deferred revenue and customer deposits of $13.0 million for the completion of certain performance obligations during the period. The Company recorded contract assets of $0.9 million and $1.1 million as of September 30, 2023 and December 31, 2022, respectively, related to revenues recognized, but not yet invoiced to customers. The Company’s contractual payment terms for its contracts with customers approximates 42 days on average.

As of September 30, 2023, unsatisfied or partially unsatisfied performance obligations related to undelivered products and service contracts were $20.0 million and are expected to be completed over the term of the related contract or as products are delivered.

4. Net Loss Per Share

Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Convertible Notes, outstanding options to purchase common stock, restricted stock units and common stock warrants have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. Accordingly, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same.

The following shares were excluded from the computation of basic and diluted net loss per share for the periods presented (in thousands):

	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Options to purchase common stock	1,654	1,788	1,693	1,866
Restricted stock units	4,996	2,218	4,109	1,777
Common stock warrants	471	471	471	471

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5. Concentration of Risks

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. Cash is invested in accordance with the Company’s investment policy, which includes guidelines intended to minimize and diversify credit risk. Most of the Company’s investments are not federally insured and the Company holds cash deposits above the limits for federal insurance. The Company has credit risk related to the collectability of its accounts receivable. The Company performs initial and ongoing evaluations of its customers’ credit history or financial position and generally extends credit on account without collateral. Additionally, the Company evaluates collectability risk over the life of its receivables in order to establish an appropriate reserve for certain receivables that may become uncollectible in future periods. The Company has not experienced significant credit losses to date. During the three and nine months ended September 30, 2023 and 2022, the Company had no customers that individually represented more than 10% of total revenue. The Company had no customers that represented more than 10% of total accounts receivable as of September 30, 2023 or December 31, 2022.

The Company is also subject to supply chain risks related to the outsourcing of the manufacturing and production of its instruments to sole suppliers. Although there are a limited number of manufacturers for instruments of this type, the Company believes that other suppliers could provide similar products on comparable terms. Similarly, the Company sources certain raw materials used in the manufacture of consumables from sole suppliers. A change in or loss of suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect operating results.

6. Short-term Investments

Short-term investments consisted of available-for-sale and equity securities as follows (in thousands):

Type of securities as of September 30, 2023	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Corporate debt securities	$	3,296	$	3	$	—	$	3,299
Total available-for-sale debt securities	$	3,296	$	3	$	—	$	3,299

Type of securities as of December 31, 2022	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Corporate debt securities	$	62,862	$	—	$	(359)	$	62,503
Government-related debt securities	22,009		—		(230)		21,779
Total available-for-sale debt securities	$	84,871	$	—	$	(589)	$	84,282

The fair values of available-for-sale debt securities by contractual maturity were as follows (in thousands):

	September 30, 2023		December 31, 2022
Maturing in one year or less	$	3,299	$	81,004
Maturing in one to three years	—		3,278
Total available-for-sale debt securities	$	3,299	$	84,282

The Company has both the intent and ability to sell its available-for-sale debt securities maturing greater than one year within 12 months from the balance sheet date and, accordingly, has classified these securities as current in the condensed consolidated balance sheets.

7. Fair Value Measurements

The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to measure fair value. The three levels of the fair value hierarchy are as follows:

•Level 1 — Quoted prices in active markets for identical assets and liabilities.

•Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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The recorded amounts of certain financial instruments, including cash, accounts receivable, prepaid expenses and other, accounts payable and accrued liabilities, approximate fair value due to their relatively short-term maturities. The fair value of the Company’s long-term debt can be determined based on the estimated or actual bid prices of the Convertible Notes in an over-the-counter market, which are classified as a Level 2 financial instrument.

The Company’s investments by level within the fair value hierarchy were as follows (in thousands):

	Fair value measurement using:
Type of securities as of September 30, 2023	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market fund	$	90,666	$	—	$	—	$	90,666
Short-term investments:
Corporate debt securities	—		3,299		—		3,299
Total	$	90,666	$	3,299	$	—	$	93,965
	Fair value measurement using:
Type of securities as of December 31, 2022	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market fund	$	104,294	$	—	$	—	$	104,294
Short-term investments:
Corporate debt securities	—		62,503		—		62,503
U.S. Government-related debt securities	—		21,779		—		21,779
Total	$	104,294	$	84,282	$	—	$	188,576

In March 2020, the Company issued $230.0 million of Convertible Notes as described in more detail in Note 9. Long-term Debt, Net. As of September 30, 2023, the fair value of the Convertible Notes was $182.0 million, as determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy.

8. Inventory

Inventory, net of related reserves, consisted of the following as of the date indicated (in thousands):

	September 30, 2023		December 31, 2022
Raw materials	$	13,187	$	11,013
Intermediate manufactured components	17,309		14,715
Finished goods	24,663		17,545
Total inventory, net	$	55,159	$	43,273

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9. Long-term Debt, Net

Notes Exchange

On November 6, 2023, the Company entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with certain existing holders of its outstanding Convertible Notes, pursuant to which the Company will exchange approximately $215.7 million aggregate principal amount of the outstanding Convertible Notes for (i) approximately $215.7 million in aggregate principal amount of the Company’s 6.95% Senior Secured Notes due 2026 (the “Secured Notes”) and (ii) warrants (each, a “2023 Warrant” and, collectively, the “2023 Warrants”) to purchase an aggregate of 16.0 million shares of the Company’s common stock, at an exercise price of $1.69 per share (the exchange of the Convertible Notes for the Secured Notes and the Warrants, collectively the “Exchange Transaction”). The Exchange Transaction is expected to close on or about November 7, 2023. The Secured Notes and 2023 Warrants to be issued at the closing will be issued in private placements pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Secured Notes will be issued pursuant to an indenture among the Company, the subsidiary guarantors from time-to-time party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent.

The Indenture

The Company will not receive any cash proceeds from the Exchange Transaction. Following the consummation of the Exchange Transaction, approximately $14.3 million in aggregate principal amount of the Convertible Notes will remain outstanding with terms unchanged.

The Secured Notes will accrue interest at a rate of 6.95% per annum, payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2023. From the issuance of the Secured Notes until December 15, 2024, in the absence of a Default or Event of Default (each as defined in the Secured Notes indenture), the Company will have the option to pay all or a portion of the interest on the Secured Notes in cash or in kind as PIK Interest (as defined in the Secured Notes indenture). The Secured Notes will mature on September 1, 2026, unless earlier repurchased or redeemed.

At any time prior to the maturity date of the Secured Notes, the Company will have the option to redeem all or any portion of the principal amount of the Secured Notes for cash equal to the principal amount of the Secured Notes to be redeemed, subject to certain conditions specified in the Secured Notes indenture. Upon any redemption, acceleration or repayment of any Secured Notes prior to the maturity date of the Secured Notes, the holders of the Secured Notes will be entitled to a make-whole payment as determined pursuant to the Secured Notes indenture, together with accrued and unpaid interest through the redemption, acceleration or repayment date, as applicable, provided that, for any Secured Notes that are redeemed, accelerated or repaid on or after November 7, 2025, the make-whole payment shall be zero if the Company’s then-current market capitalization is at least $250.0 million.

The Secured Notes will be guaranteed by the Company’s material subsidiaries and secured by (i) a security interest in substantially all of the assets of the Company and the notes guarantors and (ii) a pledge of the equity interests of the Company’s and the notes guarantors’ direct subsidiaries, subject to certain customary exceptions.

The Secured Notes indenture includes a number of affirmative covenants, including covenants regarding compliance with applicable laws and regulations, financial and other reporting, maintenance of property, payment of taxes and maintenance of insurance, among other covenants. The Secured Notes indenture also includes a number of restrictive covenants, including restrictions on acquisitions, the incurrence of liens or indebtedness, prepayments of other indebtedness, dispositions, investments, and transactions with affiliates, in each case subject to certain exceptions. The Company will also be required to comply with certain financial maintenance covenants, including a minimum revenue covenant and a minimum liquidity covenant, in each case, starting with the fiscal quarter ending December 31, 2023 and measured quarterly. The Company is also restricted from paying dividends or making other distributions or payments on its capital stock, subject to certain exceptions.

The Secured Notes indenture contains customary events of default, including that upon certain events of default, 100% of the principal and accrued and unpaid interest on the Secured Notes will automatically become due and payable. In addition to customary events of default, the indenture includes certain specified events of default, including the entry of a specified adverse judgement, order, or award in connection with the Company’s pending litigation with 10x Genomics, Inc., et al; failure to make any payment of any Indebtedness (as defined in the Secured Notes indenture) having an aggregate outstanding principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10.0 million when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace or notice period by the Company, any notes guarantor or any significant subsidiary of the Company; and the occurrence of a change of control.

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Warrants

The 2023 Warrants will be exercisable in whole or in part at an exercise price of $1.69 per share and will expire on the fifth anniversary of issuance. 2023 Warrant holders may pay the exercise price in cash, or elect to exercise the 2023 Warrant on a “cashless” basis. The 2023 Warrants will prohibit any exercise by a holder to the extent that, following such exercise, the holder, together with any affiliates and “group” members (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended), would beneficially own more than a fixed percentage of the total number of shares of the Company’s issued and outstanding common stock (the “Beneficial Ownership Cap”), initially either 9.99%, or at the Warrant holder’s election, 4.99%. The Beneficial Ownership Cap may not be increased above the limitations in Nasdaq Listing Rule 5635(b) without stockholder approval.

In connection with an Event of Default (as defined in the 2023 Warrants), the Company may be required, at the election of the holder, to purchase the 2023 Warrant for an amount in cash equal to the Black Scholes Value (as defined in the 2023 Warrant) of the unexercised portion of the 2023 Warrant and without regard to the Beneficial Ownership Cap by wire transfer of immediately available funds within five business days of the holder’s election.

In the event of a Major Transaction (as defined in the 2023 Warrant), and without regard to the Beneficial Ownership Cap, and without any requirement to exercise the 2023 Warrant or pay the exercise price, holders of 2023 Warrants may elect to receive, for each share that would have been issuable upon exercise of the 2023 Warrant immediately prior to the occurrence of the Major Transaction, the number of shares of common stock of the successor or acquiring corporation or the Company, if it is the surviving corporation, and any additional consideration receivable by a holder of the Company’s common stock as a result of the Major Transaction, as if the 2023 Warrant had been exercised for cash. If holders of the Company’s common stock are provided a choice as to the securities, cash or property to be received in the Major Transaction, the holders of 2023 Warrants will be given the same option.

In the event of a Major Transaction, without regard to the Beneficial Ownership Cap, and without any requirement to exercise the 2023 Warrant or pay the exercise price, holders may also elect to receive (a) the amount of cash, property and other assets and the number of securities or other property of the successor entity, the Company or other entity that would be issuable in the Major Transaction in respect of an amount equal to the Black-Scholes Value of the unexercised portion of the 2023 Warrant determined as of the date the Major Transaction is consummated or otherwise occurs, divided by the closing price of the Company’s common stock on the principal securities exchange or other securities market on which the Company’s common stock is then traded on the trading day immediately preceding the date on which the Major Transaction is consummated or otherwise occurs or (b) if none of the foregoing applies, an amount in cash equal to the Black-Scholes Value of the unexercised portion of the 2023 Warrant.

Upon the occurrence of an Organic Change (as defined in the 2023 Warrant), the holder will be entitled to receive, at its option and without regard to the Beneficial Ownership Cap, the kind and amount of securities, cash or other property of the Company or the successor entity, as the case may be, that the holder would have been entitled to receive if the shares underlying the 2023 Warrant were outstanding immediately prior to the Organic Change. If holders of the Company’s common stock are provided a choice as to the securities, cash or property to be received in the Organic Change, the holders of 2023 Warrants will be given the same option.

If the Company does not survive a Major Transaction or Organic Change as the parent company, the Company will cause the successor entity to assume all obligations of the Company under the 2023 Warrants and the Registration Rights Agreement.

Registration Rights Agreement

Pursuant to the Exchange Agreement, the Company will also enter into a registration rights agreement, pursuant to which the Company will agree to prepare and file with the SEC a Registration Statement on Form S-3, or such other form as required to effect a registration of the Company’s common stock issued or issuable upon exercise of the 2023 Warrants (the “2023 Warrant Registrable Securities”), covering the resale of the 2023 Warrant Registrable Securities and such indeterminate number of additional shares of the Company’s common stock as may become issuable upon conversion of or otherwise pursuant to the 2023 Warrants to prevent dilution resulting from certain corporate actions. Such Registration Statement must be filed within 10 business days following the closing of the Exchange Transaction.

Convertible Notes

In March 2020, the Company issued $230.0 million in aggregate principal amount of its Convertible Notes in a private offering (the “Convertible Notes”). The Convertible Notes are governed by an indenture dated March 9, 2020 between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Company received net proceeds from the offering of $222.6 million.

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The Convertible Notes bear interest at a rate of 2.625% per year, payable semi-annually in arrears on March 1st and September 1st. The Convertible Notes may bear additional interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under, or if the Convertible Notes are not freely tradeable as required by, the indenture governing the Convertible Notes. Upon conversion, the Convertible Notes will be convertible into cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election.

The Convertible Notes are general unsecured senior obligations and will mature on March 1, 2025, unless earlier repurchased, redeemed or converted, subject to satisfaction of certain conditions and during the periods described below. The initial conversion rate for the Convertible Notes is 20.9161 shares of common stock, par value $0.0001 per share, per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $47.81 per share). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that may occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or in connection with such redemption, as the case may be, in certain circumstances.

The Company was not allowed to redeem the Convertible Notes prior to March 5, 2023, and no sinking fund is provided for the Convertible Notes. On or after March 5, 2023, the Company may redeem for cash all or any portion of the Convertible Notes, at its option, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

The Convertible Notes do not contain any financial or operating covenants or any restrictions on the issuance of other indebtedness or the issuance or repurchase of securities by the Company. The Convertible Notes indenture contains customary events of default, including that upon certain events of default, 100% of the principal and accrued and unpaid interest on the Convertible Notes will automatically become due and payable. The debt issuance costs of $7.4 million are amortized to interest expense using the effective interest method over five years, the contractual term of the Convertible Notes, with an effective interest rate of 3.3%.

The Company monitors the provision of the Convertible Notes that allow for certain conversion rights at each quarterly reporting date in order to determine whether the Convertible Notes are convertible or subject to an event triggering potential redemption during the prescribed measurement periods. As of the date of this report, none of the outstanding convertible notes had been redeemed by the Company. Based on the closing price of our common stock of $1.72 on the last trading day of the quarter, the if-converted values of the Convertible Notes did not exceed the remaining principal balance as of September 30, 2023.

All future principal payments related to the Convertible Notes are due in March 2025. The outstanding balances of the Convertible Notes consisted of the following (in thousands):

	September 30, 2023		December 31, 2022
Outstanding principal of Convertible Notes	$	230,000	$	230,000
Less: unamortized issuance costs	(2,236)		(3,378)
Long-term debt, net	$	227,764	$	226,622

The following table sets forth total interest expense recognized related to the Convertible Notes (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Contractual interest expense	$	1,509	$	1,509	$	4,528	$	4,528
Amortization of issuance costs	385		373		1,142		1,105
Total interest expense	$	1,894	$	1,882	$	5,670	$	5,633

10. Commitments and Contingencies

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

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10x Genomics

On May 6, 2021, 10x Genomics, Inc. and Prognosys Biosciences, Inc. (“Prognosys”) filed a complaint, and on May 19, 2021, an amended complaint, and on May 4, 2022, a second amended complaint, against the Company in the U.S. District Court for the District of Delaware. The complaint, as amended, alleges that certain of the Company’s products, services and components sold by the Company for use in connection with its GeoMx system (the “Identified GeoMx Products”) infringe seven patents owned by Prognosys: (a) U.S. Patent No. 10,472,669, “Spatially encoded biological assays,” (b) U.S. Patent No. 10,961,566, “Spatially encoded biological assays,” (c) U.S. Patent No. 10,983,113, “Spatially encoded biological assays,” (d) U.S. Patent No. 10,996,219, “Spatially encoded biological assays,” (e) U.S. Patent No. 11,001,878, “Spatially encoded biological assays,” (f) U.S. Patent No. 11,008,607, “Spatially encoded biological assays,” and (g) U.S. Patent No. 11,293,917, “Systems for analyzing target biological molecules via sample imaging and delivery of probes to substrate well” (the “Asserted Prognosys Patents”). The complaint seeks, among other relief, injunctive relief and unspecified damages (including treble damages and attorneys’ fees) in relation to the Company’s making, using, selling, offering to sell, exporting and/or importing in the United States the Identified GeoMx Products, as well as the alleged infringement by others of the Asserted Prognosys Patents through their use of the Identified GeoMx Products. The Company has evaluated the plaintiffs’ claims and does not believe that its activities infringe any patent rights held by the plaintiffs and it intends to vigorously defend itself. On November 17, 2021, the Court granted the Company’s motion to dismiss the plaintiffs’ claims of pre-suit indirect infringement and willful infringement with leave to amend the complaint. A claim construction hearing was held on February 17, 2023. A trial is scheduled for November 13-17, 2023. The Company is unable to estimate a range of loss, if any, that could result should there be an adverse final decision in this case.

On February 28, 2022, 10x Genomics, Inc. and President and Fellows of Harvard College (“Harvard”) filed a complaint, and on May 12, 2022, an amended complaint, and on March 1, 2023, a second amended complaint, against the Company in the U.S. District Court for the District of Delaware (the “U.S. 10x CosMx Case”). The complaint, as amended, alleges that certain of the Company’s products, services and components sold by it for use in connection with its CosMx system (the “Identified CosMx Products”) infringe six patents owned by Harvard: (a) U.S. Patent No. 10,227,639, “Compositions and Methods for Analyte Detection,” (b) U.S. Patent No. 11,021,737, “Compositions and Methods for Analyte Detection,” (c) U.S. Patent No. 11,293,051, “Compositions and Methods for Analyte Detection,” (d) U.S. Patent No. 11,293,052, “Compositions and Methods for Analyte Detection,” (e) U.S. Patent No. 11,293,054, “Compositions and Methods for Analyte Detection,” and (f) U.S. Patent No. 11,542,554, “Method and Apparatus for Volumetric Imaging.” The complaint seeks, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to the Company’s making, using, selling, offering to sell, exporting and/or importing in the United States the Identified CosMx Products. The Company has evaluated the plaintiffs’ claims and does not believe that its activities infringe any patent rights held by the plaintiffs and intends to vigorously defend itself. On July 10, 2023, the Delaware District Court granted the Company’s motion to add new counterclaims for antitrust and unfair competition violations as well as the affirmative defense of “unclean hands” by 10x Genomics and Harvard. The ruling relates to the Company’s claim that Harvard made a non-exclusive licensing commitment in order to secure grant funding from the National Institutes of Health for work that led to the patents at issue in the litigation. Discovery is in progress. A claim construction hearing is scheduled for December 2023 and a trial is scheduled for September-October 2024. The Company is unable to estimate a range of loss, if any, that could result should there be an adverse final decision in this case.

On May 9, 2022, the Company was notified of a complaint, dated March 4, 2022, naming the Company and its wholly-owned subsidiary, NanoString Technologies Germany GmbH, which 10x Genomics, Inc. filed in the Munich Regional Court I in Germany, alleging that the Company’s CosMx system and associated products and services infringe European Patent No. 2794928B1 (the “928 Patent”), which is owned by Harvard. The complaint seeks, among other relief, injunctive relief and damages in relation to the Company’s selling and offering to sell its CosMx system and associated products and services in Germany. The Company has evaluated the claims and does not believe that its activities infringe any patent rights held by 10x or Harvard and it intends to vigorously defend itself. On May 17, 2023, the Munich court found that the CosMx system, when used to detect RNA targets, infringes the 928 Patent. The Munich court granted 10x Genomics and Harvard the right to enforce an injunction against the sale and use of the CosMx instrument and reagents for RNA detection in Germany. The Company believes the Munich court came to an erroneous conclusion and is appealing the decision. The scope and impact of the Munich’s court’s decision is limited solely to Germany. In addition, the decision does not apply to the use of the CosMx instrument for detection of proteins. The Company is unable to estimate a range of loss, if any, that could result should there be an adverse final decision in this case.

On July 29, 2022, the Company, through its German subsidiary, filed a nullity action with the German Federal Patent Court in Munich requesting a judgment that the 928 Patent, as in effect for Germany, be declared invalid and be revoked in its entirety. On February 10, 2023, the German Federal Patent Court issued a preliminary and non-binding opinion in this nullity action finding that the subject matter of the asserted independent claim 1 of the 928 Patent potentially lacked novelty and potentially lacked an inventive step over prior art. The preliminary opinion further addressed Harvard’s seven patent claim limitation requests, referred to as auxiliary requests, which 10x and Harvard seek to have applied in the event that claim 1 of the

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928 Patent, as granted, proves not to be protectable. The preliminary opinion stated that the claim limitations in Auxiliary Request 1 could potentially be used to defend the 928 Patent over the cited prior art. The preliminary opinion further stated that Harvard would potentially not be able to use Auxiliary Requests 2 through 7 to establish patentability over the prior art. A hearing before the German Federal Patent Court is scheduled for May 2024 and a decision in the nullity action is expected following the hearing.

On August 16, 2022, the Company filed counterclaims in the U.S. 10x CosMx Case alleging that 10x Genomics’ Visium Spatial Gene Expression system and related products and services infringe the Company’s U.S. Patent No. 11,377,689, “Chemical Compositions and Uses Thereof.” On January 24, 2023, these counterclaims were consolidated with the claims of a separate patent infringement case that the Company filed against 10x Genomics on October 20, 2022, as discussed below.

On October 20, 2022, the Company filed suit against 10x Genomics, Inc. in the U.S. District Court for the District of Delaware alleging that 10x Genomics’ Visium Spatial Gene Expression system and related products and services infringe the Company’s U.S. Patent No. 11,473,142, “Chemical Compositions and Uses Thereof.” On January 24, 2023, the Company’s counterclaims from the U.S. 10x CosMx Case with respect to U.S. Patent No. 11,377,689 were consolidated with the claims in this action. The Company seeks, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to 10x Genomics’ making, using, selling, offering to sell, exporting and/or importing in the United States the Visium Spatial Gene Expression system and related products and services. Discovery is in progress. A trial in this consolidated case is scheduled for December 2024. On August 16, 2023 and September 25, 2023, 10x Genomics filed petitions for Inter Partes Review of the two patents asserted by the Company in this case.

On June 1, 2023, 10x Genomics and Harvard filed suits against the Company in the European Unified Patent Court, or UPC, alleging that the use and distribution of the Company’s CosMx products for RNA detection infringe the 928 Patent and European Patent No. 4108782B1 (the “782 Patent”). The Company does not believe that its activities infringe any patent rights held by 10x Genomics or Harvard and intends to vigorously defend itself. On July 18, 2023, the Company filed an opposition in the European Patent Office challenging the validity of the 782 Patent. No schedule has yet been set for this opposition. On July 27, 2023, the Company filed a revocation action with the UPC challenging the validity of the 928 Patent. A hearing is scheduled for April 2024 in connection with this revocation action. 10x Genomics sought preliminary injunctions against use of the CosMx instrument for RNA detection in the jurisdictions of the UPC in which the 928 Patent and 782 Patent are in effect. On September 19, 2023, the UPC granted a preliminary injunction with respect to the 782 Patent. The preliminary injunction prevents the Company from selling CosMx products for RNA detection in the 17 UPC member countries while the case awaits a full hearing on the merits. On October 10, 2023, the UPC denied 10x Genomics’ request for a preliminary injunction with respect to the 928 Patent. The Company is appealing the preliminary injunction decision with respect to the 782 Patent to the UPC Court of Appeal in Luxembourg. A hearing in Luxembourg has been scheduled for December 18, 2023. On August 31, 2023 and September 18, 2023, 10x Genomics filed main requests with the UPC, meaning requests for full hearings on the merits of the cases, not limited to preliminary relief, alleging that the Company’s CosMx products for RNA detection infringe the 782 Patent and the 928 Patent, respectively. Dates for these hearings have not yet been set.

As a result of the aforementioned injunctions that exist in certain European countries, the Company has recorded a charge of $1.7 million in estimated losses as of September 30, 2023. Beyond this amount, the Company is unable to estimate a range of additional loss, if any, that could result should there be an adverse final decision in this case.

Contingencies

Other than the pending litigations with 10x Genomics and its co-plaintiffs, the Company is not engaged in any material legal proceedings. The Company is involved in other legal proceedings from time to time arising in the normal course of business. Additionally, the Company operates in various states and local jurisdictions for which sales, occupation, or franchise taxes may be payable to certain taxing authorities. Management believes that the outcome of these proceedings and any amounts that may become payable to certain taxing authorities will not have a material impact on the Company’s financial condition, results of operations, or liquidity.

11. Subsequent Events

Reorganization

In October 2023, the Company committed to a reorganization that is expected to result in the termination of approximately 110 positions, representing approximately 20% of the Company’s global workforce. The Company took this step to decrease its costs and create a more streamlined organization to support its business. In connection with the reduction in force, the Company currently estimates it will incur approximately $5 million of costs, consisting primarily of cash severance costs and transition support services for impacted employees, which the Company expects to recognize in the fourth quarter of 2023. The Company expects to substantially complete the reorganization by December 31, 2023. The estimates of costs and expenses that the Company expects to incur in connection with the reduction in workforce are subject to a number of

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assumptions and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the workforce reduction.

Notes Exchange

On November 6, 2023, the Company entered into a privately negotiated exchange agreement with certain existing holders of its outstanding Convertible Notes. Under the terms of the exchange agreement, the holders will surrender approximately $215.7 million in aggregate principal amount of Convertible Notes for (i) approximately $215.7 million in aggregate principal amount of Secured Notes and (ii) the 2023 Warrants to purchase an aggregate of 16.0 million shares of the Company’s common stock, at an exercise price of $1.69 per share. For additional information regarding the Secured Notes and the 2023 Warrants, see Note 9. Long-term Debt, Net.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Special Note Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available. This section should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this report. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements can be identified by words such as “believe,” “anticipate,” “could,” “continue,” “depends,” “expect,” “expand,” “forecast,” “intend,” “predict,” “plan,” “rely,” “should,” “will,” “may,” “seek,” or the negative of these terms and other similar expressions, although not all forward-looking statements contain these words. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other “forward-looking” information. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. These forward-looking statements include, but are not limited to:

•our expectations regarding our future operating results and capital needs, including our expectations regarding revenue, operating expenses, sufficiency of cash on hand and net loss;

•our expectations regarding the commercial trajectory of our spatial biology products, including our ability to maintain and grow sales of our GeoMx Digital Spatial Profiler, CosMx Spatial Molecular Imager and AtoMx Spatial Informatics Platform;

•our expectations regarding future sales and profitability of our nCounter platform;

•statements regarding our profitability and cash flow, including our ability to realize expected cost savings and related benefits from our reorganization and restructuring initiatives;

•our expectations that our existing cash, cash equivalents, and short-term investments will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months;

•our expectations regarding the competitive position, market size and growth potential for our business;

•our expectations regarding management of growth, including our ability to expand our customer base, develop new products, enter new markets, and hire and retain key personnel;

•our expectations regarding the success, costs and timing of implementation of our business model, strategic plans and future product development plans;

•our ability to secure and sustain certain strategic relationships, including with patent holders of our technologies, manufacturers and distributors of our products, and collaboration partners;

•our intellectual property position and the risk or results of litigation alleging that our products infringe upon the intellectual property rights of third parties;

•our ability to attract and retain key scientific or management personnel; and

•the regulatory regime and our ability to secure and maintain regulatory clearance or approval or reimbursement for the clinical use of our products, domestically and internationally.

All forward-looking statements are based on information available to us on the date of this Quarterly Report on Form 10-Q and we will not update any of the forward-looking statements after the date of this Quarterly Report on Form 10-Q, except as required by law. Our actual results could differ materially from those discussed in this Quarterly Report on Form 10-Q. The forward-looking statements contained in this Quarterly Report on Form 10-Q, and other written and oral forward-looking statements made by us from time to time, are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, and you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Factors that might cause such a difference include, but are not limited to, those discussed in the following discussion and within Part II, Item 1A — “Risk Factors,” and elsewhere in this report. Our Risk Factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. In this report, “we,” “our,” “us,” “NanoString,” and “the Company” refer to NanoString Technologies, Inc. and its subsidiaries.

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

Overview

We develop, manufacture and market technologies that unlock scientifically valuable and clinically actionable information from minute amounts of biological material, primarily for life science researchers in the fields of genomics and proteomics. Our mission is to offer an ecosystem of innovative discovery and translational research solutions that enable our customers to map the universe of biology, enabling scientific exploration that may lead to new therapies that can improve the human condition.

Our technologies include proprietary chemistries that enable the labeling and counting of single molecules. Our product platforms are used for scientific discovery and clinical research applications, often in connection with pharmaceutical product development and human clinical trials of potential new therapies. Our proprietary chemistries may reduce the number of steps required to conduct certain types of scientific experiments, enable the collection of multiple data points in a single experiment and allow for multiple experiments to be conducted at once. Our chemistries and instruments are also able to extract information from multiple types of biological samples, including those that are often challenging to work with using other scientific methods or platforms. As a result, we are able to develop tools that are easier for researchers to use and that may generate larger amounts of data and faster, more consistent scientific results.

Our products platforms consist of (i) our spatial biology platforms, including our CosMx Spatial Molecular Imager, or CosMx, our GeoMx Digital Spatial Profiler, or GeoMx, and our AtoMx Spatial Informatics Platform, or AtoMx, a cloud-based, open source and fully integrated informatics solution for use with CosMx, and (ii) our nCounter Analysis System, our original product platform for multi-plex bulk gene expression analysis. All our product platforms include instruments, related consumables, software and services, have the versatility to detect both RNA and protein expression and are able to generate reliable and reproduceable data in a variety of biological sample types, including formalin fixed paraffin embedded, or FFPE, sample types. Our product platforms allow our customers to progress their research in areas such as oncology, immunology and neurology. We market and sell our instruments and related consumables to researchers in academic, government and biopharmaceutical laboratories for research use, both through our direct sales force and through selected distributors in certain markets.

Spatial Biology Platforms

GeoMx, which was commercially launched in 2019, is a pioneering product platform in the emerging field of spatial biology. While nCounter and other common gene expression analysis technologies use bulk analysis approaches, GeoMx is used to analyze selected regions of an intact biological sample without the need to reduce or destroy the sample, enabling researchers to see how gene expression might vary across those regions. CosMx, which was commercially launched in December 2022, is a new product platform in the field of spatial biology and complements our GeoMx platform. While GeoMx offers researchers the ability to profile gene expression activity in a selected region of interest that may contain multiple cells or cell types, CosMx is designed to enable multiplexed spatial profiling of RNA and protein targets at a single and sub-cellular resolution level. While GeoMx allows for more rapid, higher throughput analysis of gene expression activity in selected regions of interest, CosMx is designed to allow researchers to “drill down” into a specific single cell or sub-cellular area in a region of interest to gather more information as desired or required. As of September 30, 2023, we had installed approximately 510 spatial biology platforms, which customers have used to publish approximately 340 peer-reviewed papers featuring our spatial biology platforms.

AtoMx, which was commercially launched in December 2022, is a cloud-based, open-source spatial biology informatics platform, initially for use with CosMx. Researchers’ desire for ever larger amounts of data in their spatial biology experiments has led to significant “big data” management issues, including the ability to store, access and efficiently analyze experimental data at a reasonable cost. AtoMx is designed to enable researchers to perform image analysis and data visualization, as well as sharing of data and analysis with collaborators, using scalable and on-demand cloud images generated by spatial biology experiments, while avoiding the large computing infrastructure and security costs associated with operating in-house data centers.

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In advance of and subsequent to our commercial launch of CosMx, GeoMx, and AtoMx, we have provided selected customers in-house sample testing services whereby customers send biological samples to our facilities to be analyzed using our product platforms and selected consumables under our technology access program, or TAP. Upon completion of each project, the raw data and analysis report is provided to the customer.

nCounter Platform

nCounter, which was commercially launched in 2008, is used to conduct what is known as “bulk” gene expression analysis, whereby biological samples are first reduced, and then gene expression, specifically quantities of selected RNA or proteins, are measured at their average levels throughout the totality of the sample. nCounter can be used to analyze the activity of up to 800 genes in a single experiment. As of September 30, 2023, we had an installed base of approximately 1,140 nCounter systems, which our customers have used to publish more than 7,315 peer-reviewed and research papers featuring our nCounter platform.

Our total revenue increased $35.3 million to $128.1 million for the nine months ended September 30, 2023, compared to $92.8 million for the first nine months of 2022. We derive a substantial majority of our revenue from the sale of our products, which consist of our CosMx, GeoMx, and nCounter instruments and related proprietary consumables. Our instruments are designed to work only with our consumables products. Accordingly, as the installed base of instruments grows, we expect recurring revenue from consumables sales to become an increasingly important driver of our operating results. Our consumables include our standardized CosMx, GeoMx and nCounter panel products, nCounter custom codeset products that contain a specific set of targets for scientific analysis as requested by a customer, and the Prosigna breast cancer assay which is manufactured for our partner Veracyte Inc, or Veracyte. We also derive revenue from processing fees related to proof-of-principle studies, including from our CosMx and GeoMx TAP. For CosMx, GeoMx, and nCounter, we offer extended service contracts and generate service revenue. In addition, we generate revenue from AtoMx in the form of software subscription fees which include license, cloud computing, and data storage.

We use third-party contract manufacturers to produce our instruments and certain raw materials for our consumables. We build our consumables, including our panels, custom code sets and reagent packages, at our greater Seattle, Washington area facilities.

We focus a substantial portion of our resources on developing new technologies, products, and solutions. Research and development expense totaled $51.4 million and $51.8 million for the nine months ended September 30, 2023 and 2022, respectively. We intend to continue making investments in research and development to support our existing instrument platforms and related consumables offerings, as well as in research and development of new technologies.

We have never been profitable and had net losses of $122.3 million and $115.4 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, our accumulated deficit was $931.6 million and our total stockholders’ deficit was $50.6 million.

Recent Developments

On November 6, 2023, we entered into a privately negotiated exchange agreement with certain holders of our Convertible Notes. Under the terms of the exchange agreement, the holders will surrender approximately $215.7 million in aggregate principal amount of Convertible Notes in exchange for (i) approximately $215.7 million in aggregate principal amount of the Secured Notes and (ii) the 2023 Warrants to purchase an aggregate of 16.0 million shares of our common at an exercise price of $1.69 per share. For additional information regarding the Secured Notes and the 2023 Warrants, see Note 9. Long-term Debt, Net of the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this report.

In October 2023, we announced a reorganization that is expected to result in the elimination of approximately 110 positions, representing approximately 20% of our global workforce. We took this step, together with other cost reduction steps, to decrease our operating expenses and create a more streamlined organization to support our business objectives, including sustaining our most critical spatial biology investments while conserving our cash resources. We expect to substantially complete the reorganization by December 31, 2023.

Results of Operations

Revenue

Our product revenue is derived from sales of our spatial biology and nCounter instruments and related consumables. There may be fluctuations in sales mix between instruments and consumables from period to period. Service revenue consists of fees associated with service contracts and from our TAP. Our customer base is primarily comprised of academic institutions, government laboratories, biopharmaceutical companies, and clinical laboratories.

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The following table reflects total revenue by geography based on the geographic location of our customers, distributors, and collaborators. For sales to distributors, their geographic location may be different from the geographic locations of the ultimate end customer.

	Three Months Ended September 30,										Nine Months Ended September 30,
	2023				2022				% Change		2023				2022				% Change
	(Dollars in thousands)
Americas	$	31,145	64	%	$	20,316	69	%	53	%	$	82,189	65	%	$	63,484	68	%	29	%
Europe & Middle East	10,873		23	%	7,117		24	%	53	%	32,135		24	%	21,396		23	%	50	%
Asia Pacific	6,071		13	%	2,108		7	%	188	%	13,727		11	%	7,960		9	%	72	%
Total revenue	$	48,089	100	%	$	29,541	100	%	63	%	$	128,051	100	%	$	92,840	100	%	38	%

The following table reflects the breakdown of our revenue into the primary components of instruments, consumables and service and other.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023		2022		% Change		2023		2022		% Change
	(Dollars in thousands)
Instruments	$	23,608	$	8,023	194	%	$	52,607	$	26,664	97	%
Consumables	18,297		16,582		10	%	59,330		51,897		14	%
Service and other revenue	6,184		4,936		25	%	16,114		14,279		13	%
Total revenue	$	48,089	$	29,541	63	%	$	128,051	$	92,840	38	%

Instrument revenue during the three and nine month periods ended September 30, 2023 increased as compared to the same periods in 2022, primarily as a result of increased shipments of our spatial biology systems, primarily of our CosMx systems. The increase was partially offset by lower instrument shipments for our nCounter platform, which is in a more mature phase of its product life cycle.

Consumables revenue currently includes sales of consumables for our spatial biology systems and for nCounter, and sales of Prosigna in vitro diagnostic kits to our partner Veracyte. Consumables revenue increased for the three and nine month periods ended September 30, 2023 as compared to the same periods in 2022. The increase in consumables revenue for the three and nine month periods ended September 30, 2023 was driven primarily by higher spatial biology consumables sales, as our installed base of spatial biology instruments increased as compared to the same periods in 2022.

Service and other revenue for the three and nine month periods ended September 30, 2023 increased as compared to the same periods of 2022, due primarily to growth in our instrument installed bases and the corresponding service contract revenue.

We expect our product and service revenue may increase in future periods, primarily as a result of increased shipments of spatial biology systems and the sale of related spatial biology consumables and services.

Cost of Revenue; Gross Profit; and Gross Margin

Cost of revenue consists primarily of costs incurred in the production process including costs of purchasing instruments from third-party contract manufacturers, costs of consumable component materials and assembly labor and overhead, installation, warranty, service and packaging, and delivery costs. In addition, cost of product and service revenue includes royalty costs for licensed technologies included in our products, provisions for slow-moving and obsolete inventory, and stock-based compensation expense. We provide a one-year warranty for our CosMx, GeoMx, and nCounter systems and establish a reserve for warranty repairs based on historical warranty repair costs incurred.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023		2022		% Change		2023			2022		% Change
	(Dollars in thousands)
Cost of revenue	$	30,686	$	13,723	124	%	$	83,314		$	44,353	88	%
Gross profit	17,403		15,818		10	%	44,737			48,487		(8)	%
Gross margin	36%		54%				35		%	52%

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For the three and nine month periods ended September 30, 2023, cost of revenue increased as compared to the same periods of 2022, due primarily to a higher volume of instruments sold, a higher volume of consumables sales and increased costs associated with providing service for our growing installed base of systems. In addition to volume driven cost of revenue increases, during the three and nine month periods ended September 30, 2023, we have continued to make increased investments to support our manufacturing capabilities across all of our platforms, and incurred development amortization costs associated with AtoMx. Also, in accordance with internal policies, for the three and nine month periods ended September 30, 2023 we recorded an increase to our inventory reserves resulting primarily from the shifting mix of spatial biology consumables sales away from our more targeted consumable panels toward our GeoMx whole transcriptome assay and other newer spatial biology consumables products.

Our gross margins on revenue for the three and nine month periods ended September 30, 2023 decreased as compared to the same periods of 2022 due to a shift in our revenue mix to instrument revenue, primarily as a result of an increased volume of CosMx instruments shipping during the period. CosMx instruments are also currently selling at lower gross margins as compared to our other instrument platforms, due to lower manufacturing yields and higher unit production costs than are expected to be incurred in future periods as we scale CosMx production. In addition, our gross margins were negatively impacted due to the increase in inventory reserves of approximately $1.0 million and $5.9 million recorded during the three and nine month periods ended September 30, 2023.

We expect our cost of revenue will increase in future periods with the anticipated growth in sales of our spatial biology platforms. We also expect to continue to make investments in our operations to support the growth of our business, including investments that may improve our manufacturing efficiency and reduce production costs. We expect these investments and potential cost increases may be partially offset by the expected reduction in unit costs for CosMx as we scale production, and more moderate expense growth in future periods as we continue to realize the benefits of certain reductions in employee and other operating costs associated with our previously announced reorganization and restructuring initiatives in the fourth quarters of 2023 and 2022.

We expect our gross margin may fluctuate in future periods. Variability will depend in part on the level of our consumables revenue, for which we typically record higher gross margins and operate the manufacturing process directly, as compared to our instrument sales or service revenue, for which we typically record lower gross margins. Our gross margins may also vary depending on potential expenses we may incur for regulatory compliance, quality assurance or activities and investments related to the expansion of our manufacturing capacity or improvements in our manufacturing efficiency. Our gross margins could also be affected in the future by changes in the cost or availability of certain raw materials or supplies. Notwithstanding the foregoing, we expect our gross margins may increase in the longer term as consumables sales become a larger percentage of our total revenue and as we continue to realize improved gross margins on our CosMx instrument at greater production scale and manufacturing efficiency.

Research and Development Expense

Research and development expenses consist primarily of salaries and benefits, occupancy, laboratory supplies, engineering services, consulting fees, costs associated with licensing molecular diagnostics rights, and certain expenses related to research activities with customers and collaborators for which we have undertaken joint research projects. We have made substantial investments in research and development since our inception. Our research and development efforts have focused primarily on the tasks required to enhance our technologies and to support development and commercialization of new and existing products and applications.

Given the size of our research and development staff and the number of active projects at any given time, we believe it is most effective to manage our research and development activities on a departmental basis. Accordingly, other than for collaborations and certain major technology development programs, we have neither required employees to report their time by project nor allocated our research and development costs to individual projects. Research and development expense by functional area was as follows:

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2023		2022		%  Change		2023		2022		%  Change
	(Dollars in thousands)
Research and discovery	$	3,607	$	4,109	(12)	%	$	11,931	$	14,053	(15)	%
Manufacturing, support and service	1,920		2,449		(22)	%	6,584		7,563		(13)	%
Product and process engineering	8,635		8,240		5	%	24,098		23,043		5	%
Regulatory and medical affairs	121		194		(38)	%	312		877		(64)	%
Facilities and overhead	2,832		2,000		42	%	8,522		6,219		37	%
Total research and development expense	$	17,115	$	16,992	1	%	$	51,447	$	51,755	(1)	%

Research and development expenses for the three and nine month periods ended September 30, 2023 were relatively flat as compared to the same periods in 2022, reflecting higher professional fees and cloud storage costs related to the development of AtoMx and new consumables products for our spatial biology platforms, offset by lower personnel related costs resulting from our previously announced reorganization and restructuring initiatives in the fourth quarter of 2022.

We continue to invest in product development activities associated with our spatial biology platforms, although we expect research and development expense to decrease in future periods, reflecting the impact of certain reductions in employee and other expenses related to our previously announced reorganization and restructuring initiatives in the fourth quarters of 2023 and 2022.

Selling, General and Administrative Expense

Selling, general and administrative expense consists primarily of costs for our sales and marketing, finance, human resources, information technology, business development, legal, and general management functions, as well as professional fees for legal, insurance, consulting, and accounting services.

Selling, general, and administrative expense was as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023		2022		% Change		2023		2022		% Change
	(Dollars in thousands)
Selling, general and administrative expense	$	36,755	$	33,767	9	%	$	113,197	$	106,234	7	%

Selling, general, and administrative expense for the three and nine month periods ended September 30, 2023 increased as compared to the same periods in 2022, due primarily to higher costs associated with ongoing legal proceedings and increased stock-based compensation costs. These increases were partially offset by lower marketing costs, lower personnel related costs and reduced bad debt reserves.

We expect selling, general and administrative expenses may increase modestly in future periods as the number of technical support and administrative personnel grows to support the expected growth of our spatial biology installed base and as we incur expenses related to ongoing legal proceedings.

Other Income (Expense)

Other income and expense items are comprised primarily of interest income earned on our cash equivalents and short-term investments and interest paid on our outstanding convertible debt. Other total other expense, net was as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023		2022		% Change		2023		2022		% Change
	(Dollars in thousands)
Interest income	$	1,355	$	774	75	%	$	4,167	$	1,331	213	%
Interest expense	(1,897)		(1,887)		1	%	(5,677)		(5,650)		—	%
Other income (expense), net	(451)		(579)		(22)	%	(669)		(1,286)		(48)	%
Total other expense, net	$	(993)	$	(1,692)	(41)	%	$	(2,179)	$	(5,605)	(61)	%

Our total other expense, net for the three and nine month periods ended September 30, 2023 decreased as compared with the same periods in the prior year, due primarily to increased interest income associated with higher yields on our short-

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term investments, partially offset by increased losses on the remeasurement of foreign currency transactions into our functional currency of U.S. dollars, as a result of volatility in foreign exchange conversion rates associated primarily with the Euro and British pound sterling.

We continue to maintain a cash preservation investment strategy and, as a result, held the majority of our cash and cash equivalents in money market or other short duration fixed income positions for which yields have historically been very low. While we have seen improvement in interest rates available for investments resulting from the Federal Reserve responding to increasing inflation and other macroeconomic factors, at this time, we do not expect to see material increases in our interest income.

Liquidity and Capital Resources

	September 30, 2023		December 31, 2022		Change
	(In thousands)
Cash and cash equivalents	$	93,802	$	112,250	$	(18,448)
Short-term investments	3,299		84,282		(80,983)
Total cash and cash equivalents and short-term investments	$	97,101	$	196,532	$	(99,431)

	Nine Months Ended September 30,
	2023		2022		Change
	(In thousands)
Cash used in operating activities	$	(86,896)	$	(100,525)	$	13,629
Cash provided by investing activities	66,190		108,384		(42,194)
Cash provided by financing activities	1,672		2,325		(653)
Effect of foreign exchange on cash and cash equivalents	(16)		(183)		167
Net (decrease) increase in cash and cash equivalents	$	(19,050)	$	10,001	$	(29,051)

Changes in Cash Flow

Operating Activities

For the nine months ended September 30, 2023, net cash used in operating activities consisted of our net loss of $122.3 million and net increases in our operating assets and liabilities of $10.0 million, partially offset by $45.4 million of net non-cash income and expense items, such as stock-based compensation, depreciation and amortization, increased provisions for inventory obsolescence, operating lease costs and bad debts and amortization of right-of-use assets.

For the nine months ended September 30, 2022, net cash used in operating activities consisted of our net loss of $115.4 million, partially offset by $32.7 million of net non-cash income and expense items, such as stock-based compensation, depreciation and amortization, increased provisions for inventory obsolescence, operating lease costs and bad debts and amortization of right-of-use assets.

Investing Activities

Our most significant investing activities for the nine months ended September 30, 2023 and 2022, respectively, were related to the maturity, sale and purchase of short-term investments. Because we manage our cash usage with respect to our total cash, cash equivalents and short-term investments, and given the size of short-term investments available for conversion to cash, we do not consider cash flows related to management of our short-term investments to be important to an understanding of our liquidity and capital resources.

For the nine months ended September 30, 2023 and 2022, we purchased property and equipment totaling $9.5 million and $11.5 million, respectively, which we believe will be required to support the growth and expansion of our operations. In addition, for the nine months ended September 30, 2023 and 2022, we have invested $5.8 million and $5.3 million, respectively, related to the development of software and technology to support AtoMx.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2023 and 2022 consisted primarily of $2.3 million and $4.1 million, respectively, of net proceeds from the exercise of stock options and other equity awards including our Employee Stock Purchase Plan. These proceeds were partially offset by tax withholdings related to the net

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settlement of restricted stock units of $0.5 million and $1.5 million for the nine months ended September 30, 2023 and 2022, respectively.

Short-term Investments

We hold our cash, cash equivalents, and short-term investments in a variety of non-interest bearing bank accounts and interest-bearing instruments subject to investment guidelines allowing for holdings in U.S. government and agency securities, corporate securities, taxable municipal bonds, commercial paper and money market accounts. Our investment portfolio is structured to provide for investment maturities and access to cash to fund our anticipated working capital needs. However, if our liquidity needs should be accelerated for any reason in the near term, or investments do not pay at maturity, we may be required to sell investment securities in our portfolio prior to their scheduled maturities, which may result in a loss.

Source of Funds

Since inception, we have financed our operations primarily through the sale of equity securities, borrowings under term loan agreements and Convertible Notes, licensing of intellectual property and, to a lesser extent, sales of certain assets. As of September 30, 2023, we had cash, cash equivalents and short-term investments of $97.1 million, compared to $196.5 million as of December 31, 2022.

Financial Condition

We believe our existing cash, cash equivalents and short-term investments, and cash generated from sales to our customers will be sufficient to meet these material cash requirements and fund our operating requirements for at least the next 12 months, including working capital requirements, capital expenditures and other operational investments.

Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Any future funding requirements will depend on many factors, including: market acceptance and the level of sales of our existing products and new products; the effect of competing technological and market developments; the effectiveness of our commercial sales and field service organizations; the nature and timing of any additional research, product development or other partnerships or collaborations we may establish; the cost and timing of establishing additional sales, marketing, and distribution capabilities; the cost of our research and development activities; the outcome of any pending legal proceedings; the expected costs of and expected cost savings from workforce reductions and the anticipated period time over which such costs will be paid and cost savings will be realized; and the extent to which we acquire or invest in businesses, products and technologies, although we currently have no commitments or agreements relating to any of these types of transactions. We may require additional funds in the future and we may not be able to obtain such funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through partnership, collaboration or licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets; delay or reduce the scope of or eliminate some or all of our research and development programs, launch activities, or commercialization of our products; license to third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize; reduce marketing, customer support or other resources devoted to our products; or cease operations.

Material Cash Requirements

Our principal uses of cash are funding our operations, capital expenditures, working capital requirements and satisfaction of any outstanding obligations under our debt agreements. In October 2023, we announced a reorganization that is expected to result in the elimination of approximately 20% of our global workforce. We took this step, together with other cost reduction steps, to decrease our operating expenses and create a more streamlined organization to support our business objectives, including sustaining our most critical spatial biology investments while conserving our cash resources. In connection with the reduction in force, we estimate that we will incur approximately $5.0 million in costs, consisting primarily of cash severance costs and transition support services for impacted employees, which we expect to recognize in the fourth quarter of 2023.

Our material cash requirements for the remainder of 2023 and for 2024 include purchase commitments for long-lead time inventory, personnel costs, including certain costs for employee benefits, continued spending on litigation, research and development items, software development for internal-use projects, lease payments for office, laboratory and manufacturing spaces, and interest payments related to our Secured Notes and our Convertible Notes except where we may elect for interest related to the Secured Notes to be paid in kind through 2024. We expect capital expenditures for the remainder of 2023 to be similar to 2022, due primarily to planned investments in increased manufacturing capacity and efficiency in 2023, partially offset by reduced investments in software development for internal-use projects for which a substantial portion of the cost was

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incurred in 2022. In addition, our purchase commitments as of September 30, 2023 are $29.1 million, of which $27.0 million is payable within 12 months. As of September 30, 2023, we had interest payment obligations of $8.6 million, of which $6.0 million is payable within 12 months, and total operating and financing lease obligations of $24.0 million, of which $7.0 million is payable within 12 months. As of September 30, 2023, we had $230 million in aggregate principal amount of the Convertible Notes outstanding.

As of November 6, 2023 and reflecting the impact of the Exchange Transaction, we estimate future long-term interest payment obligations of $47.8 million, of which $14.5 million will be payable within 12 months. In addition, following completion of the Exchange Transaction we will have approximately $215.7 million in aggregate principal amount of the Secured Notes outstanding and approximately $14.3 million in aggregate principal amount of the Convertible Notes outstanding. The Secured Notes will mature on September 1, 2026, unless earlier repurchased or redeemed, and the Convertible Notes will mature on March 1, 2025, unless earlier repurchased, redeemed or converted. See Note 9. Long-term Debt, Net of the Notes to the Consolidated Financial Statements of this report.

Our material cash requirements may increase in the future as we invest in working capital to support the growth of our spatial biology platforms, or if we elect to invest in research and development related to existing or new product platforms, manufacturing capacity or capabilities, or in sales and marketing and administrative activities. Our material cash requirements may also increase in the event of a negative outcome from any of our pending legal proceedings. We cannot be certain our revenue will grow sufficiently to offset any operating expense increases. As a result, we may need to raise additional funds to support our operations, and such funding may not be available to us on acceptable terms, or at all. If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected.

Critical Accounting Policies and Significant Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue and expenses at the date of the financial statements. Generally, we base our estimates on historical experience and on various other assumptions in accordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

Critical accounting policies and significant estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies and estimates include those related to: 

•revenue recognition;

•stock-based compensation;

•inventory valuation; and

•income taxes.

For additional information, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 28, 2023 and Note 2 of the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this report.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, see Note 2 of the Notes to the Condensed Consolidated Financial Statements under Item 1 of this report.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to various market risks, including changes in commodity prices and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. Prices for our products are largely denominated in U.S. dollars and, as a result, we do not face significant risk with respect to foreign currency exchange rates.

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Interest Rate Risk

Generally, our exposure to market risk has been primarily limited to interest income sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because the majority of our investments are in short-term debt securities. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without significantly increasing risk. To minimize risk, we maintain our portfolio of cash, cash equivalents and short-term investments in a variety of interest-bearing instruments, which have included U.S. government and agency securities, high-grade U.S. corporate bonds, asset-backed securities, and money market funds. Declines in interest rates, however, would reduce future investment income. A 10% decline in interest rates, occurring on October 1, 2023 and sustained throughout the period ended September 30, 2024, would not be material.

Our Secured Notes, when issued, and Convertible Notes are each based on a fixed rate; accordingly, we do not have economic interest rate exposure on the Secured Notes, when issued, or in the Convertible Notes. However, changes in interest rates could impact the fair market value of the Secured Notes, when issued, or the Convertible Notes. Generally, the fair market value of the fixed interest rate of the Secured Notes, when issued, and the Convertible Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair market value of the Convertible Notes fluctuates when the market price of our common stock fluctuates. As of September 30, 2023, the fair market value of the Convertible Notes was $182.0 million and was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy.

Foreign Currency Exchange Risk

As we continue to expand internationally our results of operations and cash flows will become increasingly subject to fluctuations due to changes in foreign currency exchange rates. Historically, a majority of our revenue has been denominated in U.S. dollars, although we sell our products and services directly in certain markets outside of the United States denominated in local currency, principally the Euro and the British pound sterling. Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States. The effect of a 10% adverse change in exchange rates on foreign denominated cash, receivables and payables would not have been material for the periods presented. As our operations in countries outside of the United States grow, our results of operations and cash flows are and will be subject to potentially greater fluctuations due to foreign currency exchange rate fluctuations. To date, we have not entered into any material foreign currency hedging contracts although we may do so in the future.

Inflation Risk

While we have experienced increased operating costs in recent periods, which we believe are due in part to the recent growth in inflation, we do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Item 4.    Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) prior to the filing of this quarterly report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures were, in design and operation, effective.

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitation on the effectiveness of internal control over financial reporting.

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgement in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings.

On May 6, 2021, 10x Genomics, Inc. and Prognosys Biosciences, Inc. (“Prognosys”) filed a complaint, and on May 19, 2021, an amended complaint, and on May 4, 2022, a second amended complaint, against us in the U.S. District Court for the District of Delaware. The complaint, as amended, alleges that certain of our products, services and components sold by us for use in connection with our GeoMx system (the “Identified GeoMx Products”) infringe seven patents owned by Prognosys: (a) U.S. Patent No. 10,472,669, “Spatially encoded biological assays,” (b) U.S. Patent No. 10,961,566, “Spatially encoded biological assays,”(c) U.S. Patent No. 10,983,113,“Spatially encoded biological assays,” (d) U.S. Patent No. 10,996,219, “Spatially encoded biological assays,” (e) U.S. Patent No. 11,001,878, “Spatially encoded biological assays,” (f) U.S. Patent No. 11,008,607, “Spatially encoded biological assays,” and (g) U.S. Patent No. 11,293,917, “Systems for analyzing target biological molecules via sample imaging and delivery of probes to substrate well” (the “Asserted Prognosys Patents”). The complaint seeks, among other relief, injunctive relief and unspecified damages (including treble damages and attorneys’ fees) in relation to our making, using, selling, offering to sell, exporting and/or importing in the United States the Identified GeoMx Products, as well as the alleged infringement by others of the Asserted Prognosys Patents through their use of the Identified GeoMx Products. We have evaluated the plaintiffs’ claims and do not believe that our activities infringe any patent rights held by the plaintiffs and we intend to vigorously defend ourselves. On November 17, 2021, the Court granted our motion to dismiss the plaintiffs’ claims of pre-suit indirect infringement and willful infringement with leave to amend the complaint. A claim construction hearing was held on February 17, 2023. A trial is scheduled for November 13-17, 2023.

On February 28, 2022, 10x Genomics, Inc. and President and Fellows of Harvard College (“Harvard”) filed a complaint, and on May 12, 2022, an amended complaint, and on March 1, 2023, a second amended complaint, against us in the U.S. District Court for the District of Delaware (the “U.S. 10x CosMx Case”). The complaint, as amended, alleges that certain of our products, services and components sold by us for use in connection with our CosMx system (the “Identified CosMx Products”) infringe six patents owned by Harvard: (a) U.S. Patent No. 10,227,639, “Compositions and Methods for Analyte Detection,” (b) U.S. Patent No. 11,021,737, “Compositions and Methods for Analyte Detection,” (c) U.S. Patent No. 11,293,051, “Compositions and Methods for Analyte Detection,” (d) U.S. Patent No. 11,293,052, “Compositions and Methods for Analyte Detection,” (e) U.S. Patent No. 11,293,054, “Compositions and Methods for Analyte Detection,” and (f) U.S. Patent No. 11,542,554, “Method and Apparatus for Volumetric Imaging.” The complaint seeks, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to our making, using, selling, offering to sell, exporting and/or importing in the United States the Identified CosMx Products. We have evaluated the plaintiffs’ claims and do not believe that our activities infringe any patent rights held by the plaintiffs and we intend to vigorously defend ourselves. On July 10, 2023, the Delaware District Court granted our motion to add new counterclaims for antitrust and unfair competition violations as well as the affirmative defense of “unclean hands” by 10x Genomics and Harvard. The ruling relates to our claim that Harvard made a non-exclusive licensing commitment in order to secure grant funding from the National Institutes of Health for work that led to the patents at issue in the litigation. Discovery is in progress. A claim construction hearing is scheduled for December 2023 and a trial is scheduled for September-October 2024.

On May 9, 2022, we were notified of a complaint, dated March 4, 2022, naming us and our wholly-owned subsidiary, NanoString Technologies Germany GmbH, which 10x Genomics, Inc. filed in the Munich Regional Court I in Germany, alleging that our CosMx system and associated products and services infringe European Patent No. 2794928B1 (“the 928 Patent”), which is owned by Harvard. The complaint seeks, among other relief, injunctive relief and damages in relation to our selling and offering to sell our CosMx system and associated products and services in Germany. We have evaluated the claims and do not believe that our activities infringe any patent rights held by 10x Genomics or Harvard and we intend to vigorously defend ourselves. On May 17, 2023, the Munich court found that the CosMx, when used to detect RNA targets, infringes the 928 Patent. The Munich court granted 10x Genomics and Harvard the right to enforce an injunction against the sale and use of the CosMx instrument and reagents for RNA detection in Germany. We believe the Munich court came to an erroneous conclusion and are appealing the decision. The scope and impact of the Munich’s court’s decision is limited solely to Germany. In addition, the decision does not apply to the use of the CosMx instrument for detection of proteins.

On July 29, 2022, we, through our German subsidiary, filed a nullity action with the German Federal Patent Court in Munich requesting a judgment that the 928 Patent, as in effect for Germany, be declared invalid and be revoked in its entirety. On February 10, 2023, the German Federal Patent Court issued a preliminary and non-binding opinion in this nullity action finding that the subject matter of the asserted independent claim 1 of the 928 Patent potentially lacked novelty and potentially lacked an inventive step over prior art. The preliminary opinion further addressed Harvard’s seven patent claim limitation requests, referred to as auxiliary requests, which 10x and Harvard seek to have applied in the event that claim 1 of the 928 Patent, as granted, proves not to be protectable. The preliminary opinion stated that the claim limitations in Auxiliary Request 1

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could potentially be used to defend the 928 Patent over the cited prior art. The preliminary opinion further stated that Harvard would potentially not be able to use Auxiliary Requests 2 through 7 to establish patentability over the prior art. A hearing before the German Federal Patent Court is scheduled for May 2024 and a decision in the nullity action is expected following the hearing.

On August 16, 2022, we filed counterclaims in the U.S. 10x CosMx Case alleging that 10x Genomics’ Visium Spatial Gene Expression system and related products and services infringe our U.S. Patent No. 11,377,689, “Chemical Compositions and Uses Thereof.” On January 24, 2023, these counterclaims were consolidated with the claims of a separate patent infringement case that we filed against 10x Genomics on October 20, 2022, as discussed below.

On October 20, 2022, we filed suit against 10x Genomics, Inc. in the U.S. District Court for the District of Delaware alleging that 10x Genomics’ Visium Spatial Gene Expression system and related products and services infringe our U.S. Patent No. 11,473,142, “Chemical Compositions and Uses Thereof.” On January 24, 2023, our counterclaims from the U.S. 10x CosMx Case with respect to U.S. Patent No. 11,377,689 were consolidated with the claims in this action. We seek, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to 10x Genomics’ making, using, selling, offering to sell, exporting and/or importing in the United States the Visium Spatial Gene Expression system and related products and services. Discovery is in progress. A trial in this consolidated case is scheduled for December 2024. On August 16, 2023 and September 25, 2023, 10x Genomics filed petitions for Inter Partes Review of the two patents asserted by us in this case.

On June 1, 2023, 10x Genomics and Harvard filed suits against us in the European Unified Patent Court, or UPC, alleging that the use and distribution of the Company’s CosMx products for RNA detection infringe the 928 Patent and European Patent No. 4108782B1 (the “782 Patent”). We do not believe that our activities infringe any patent rights held by 10x Genomics or Harvard and we intend to vigorously defend ourselves. On July 18, 2023, we filed an opposition in the European Patent Office challenging the validity of the 782 Patent. No schedule has yet been set for this opposition. On July 27, 2023, we filed a revocation action with the UPC challenging the validity of the 928 Patent. A hearing is scheduled for April 2024 in connection with this revocation action. 10x Genomics sought preliminary injunctions against use of the CosMx instrument for RNA detection in the jurisdictions of the UPC in which the 928 Patent and 782 Patent are in effect. On September 19, 2023, the UPC granted a preliminary injunction with respect to the 782 Patent. The preliminary injunction prevents us from selling CosMx products for RNA detection in the 17 UPC member countries while the case awaits a full hearing on the merits, a date for which has not yet been set. On October 10, 2023, the UPC denied 10x Genomics’ request for a preliminary injunction with respect to the 928 Patent. We are appealing the preliminary injunction decision with respect to the 782 Patent to the UPC Court of Appeal in Luxembourg. A hearing in Luxembourg has been scheduled for December 18, 2023. On August 31, 2023 and September 18, 2023, 10x Genomics filed main requests with the UPC, meaning requests for full hearings on the merits of the cases, not limited to preliminary relief, alleging that our CosMx products for RNA detection infringe the 782 Patent and the 928 Patent, respectively. Dates for these hearings have not yet been set.

Other than the pending litigations with 10x Genomics and its co-plaintiffs, we are not engaged in any material legal proceedings. From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. Other than the pending litigations with 10x Genomics and its co-plaintiffs, we believe that there are no claims or actions pending against us currently, the ultimate disposition of which would have a material adverse effect on our consolidated results of operations, financial condition or cash flows.

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Item 1A.    Risk Factors

You should carefully consider the following risk factors, in addition to the other information contained in this report, including the sections of this report captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. If any of the events described in the following risk factors and the risks described elsewhere in this report occurs, our business, operating results and financial condition could be seriously harmed. Our risk factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. This report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report.

Risks Related to Our Business and Strategy

We have incurred losses since we were formed and expect to incur losses in the future. We cannot be certain that we will achieve or sustain profitability.

We have incurred losses since we were formed and expect to incur losses in the future. We incurred net losses of $122.3 million and $115.4 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, we had an accumulated deficit of $931.6 million. We expect that our losses will continue for at least the next several years as we will be required to invest significant additional funds toward ongoing development and commercialization of our technology. We also expect that our operating expenses may continue to increase as we grow our business, and there can be no assurance that our revenue and gross profit will increase sufficiently such that our net losses decline, or we attain profitability, in the future. Our ability to achieve or sustain profitability is based on numerous factors, many of which are beyond our control, including the market acceptance of our products, market development and the size of our addressable markets, competition and market share captured by our products, future product development, and the profit margins achieved on our products and service offerings. In addition, inflationary pressure, rising interest rates, the impact of our ongoing litigation matters, potential economic recession and other deteriorating factors in the macroeconomic environment could adversely impact our financial results. Our operating costs have increased, and may continue to increase, due to the recent rise in inflation. We may not fully offset these cost increases by raising prices for our products and services, which could result in downward pressure on our margins. Further, our customers may choose to reduce their business with us if we increase our pricing. We previously announced certain reorganization and restructuring initiatives, under which we reduced certain employee-related expenses and other operating expenses. While we expect our operating costs will be reduced in future periods as a result of these actions, we may not fully realize all of the anticipated cost savings. As a result of these and other factors, we may never be able to generate sufficient revenue to achieve or sustain profitability.

Our future capital needs are uncertain and we may need to raise additional funds in the future.

We believe that our existing cash and cash equivalents and short-term investments will be sufficient to meet our anticipated cash requirements for at least the next 12 months. However, we will need to raise substantial additional capital to:

•expand the commercialization of our products;

•fund our operations;

•further our research and development; and/or

•repurchase, refinance, or otherwise restructure our indebtedness.

Our future funding requirements will depend on many factors, including:

•market acceptance of our products;

•the cost and timing of establishing additional sales, marketing and distribution capabilities;

•the cost of our research and development activities;

•the cost and timing of regulatory clearances or approvals;

•our ability to successfully implement the reduction in workforce announced in October 2023 and achieve the anticipated cost reductions;

•the effect of competing technological and market developments; and

•the extent to which we engage in strategic transactions, such as the acquisition of, investment in or disposal of businesses, assets, products and technologies, including inbound or outbound licensing arrangements.

We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, or convertible debt, our stockholders may experience dilution. For example, in March 2020, we sold $230.0 million aggregate principal amount of our Convertible Notes in a private placement to

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qualified institutional buyers for net proceeds of $222.6 million, in October 2020, we sold an aggregate of 5,750,000 shares of common stock in an underwritten public offering for net proceeds of $215.8 million, and in November 2023, we entered into the Exchange Transaction, pursuant to which we will issue 2023 Warrants to purchase up to 16 million shares of our common stock in partial exchange for our Convertible Notes. In connection with an Event of Default (as defined in the 2023 Warrants), we may be required, at the election of the holder, to purchase the 2023 Warrants for an amount in cash equal to the Black Scholes Value (as defined in the 2023 Warrant) of the unexercised portion of the 2023 Warrant and without regard to the Beneficial Ownership Cap by wire transfer of immediately available funds within five business days of the holder’s election. Any election by a holder to purchase the 2023 Warrants could require a significant amount of cash that may negatively impact our liquidity or working capital and otherwise divert funds from other business purposes. Any future equity financing may contain terms that are not favorable to us or our stockholders.

If we raise additional funds through strategic transactions with third parties, such as collaborations, asset sales and licensing arrangements, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. We have in the past pursued these types of transactions, such as the License and Asset Purchase Agreement, or LAPA, with Veracyte, Inc., or Veracyte, which we completed in December 2019, and may in the future pursue similar transactions or other strategic transactions, on our own or with other advisors, that may impact our business and prospects and the value of our common stock.

If we do not have, or are not able to obtain, sufficient funds, we may have to delay development or commercialization of our products or license to third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations, and we may not successfully implement the reduction in workforce announced October 2023 and achieve the anticipated cost reductions. Any of these factors could harm our operating results.

Provisions of our existing and any future debt instruments may restrict our ability to pursue our business strategies.

From time to time, we have used debt financing to provide capital for our business. Following closing of the Exchange Transaction, our Secured Notes will require us to comply, and debt instruments we may enter into in the future may require us to comply with various covenants that limit our and our subsidiaries’ ability to, among other things:

•dispose of assets;

•complete mergers or acquisitions;

•incur indebtedness;

•encumber assets;

•pay dividends or make other distributions to holders of our capital stock;

•make investments;

•engage in any new line of business; and

•engage in certain transactions with our affiliates.

For example, upon closing of the Exchange Transaction, we will issue approximately $215.7 million in aggregate principal amount of our Secured Notes in partial exchange for our Convertible Notes. The Secured Notes indenture includes a number of restrictive covenants, including restrictions on acquisitions, the incurrence of liens or indebtedness, prepayments of other indebtedness, dispositions, investments, and transactions with affiliates, in each case subject to certain exceptions. In addition, the indenture for the Secured Notes requires us to comply with a minimum revenue covenant and a minimum liquidity covenant, in each case measured at the end of each fiscal quarter. If we fail to comply with these or any of the other covenants under the Secured Notes indenture and are unable to obtain a waiver or amendment, the holders of the Secured Notes may, among other things, declare all of the Secured Notes due and payable and exercise rights with respect to collateral securing the Secured Notes, each of which could materially harm our business, financial condition and prospects and could cause the price of our common stock to decline.

If the holders of the Secured Notes or any future debt instruments declare such indebtedness to be due and payable upon an event of default, such acceleration could result in cross defaults under other debt instruments. Our assets and cash flow may not be sufficient to fully repay borrowings under all of our then outstanding debt instruments if some or all of these instruments are accelerated upon a default. If we are unable to repay, refinance or restructure indebtedness when payment is due, the holders or lenders could also proceed against any collateral granted to them to secure such indebtedness or force us into bankruptcy or liquidation.

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Our financial results may vary significantly from quarter to quarter which may adversely affect our stock price.

Investors should consider our business and prospects in light of the risks and difficulties we expect to encounter in the uncertain and rapidly evolving markets in which we compete. Because these markets are evolving, predicting their future growth and size, and our competitive position in those markets, is difficult. We expect that our visibility into future sales of our products, including volumes, prices and product mix between instruments and consumables will continue to be limited and could result in unexpected fluctuations in our quarterly and annual operating results.

Numerous other factors, many of which are outside our control, may cause or contribute to significant fluctuations in our quarterly and annual operating results, including the ongoing impact on our business operations and financial results of higher inflation and rising interest rates, our ongoing litigation matters, potential economic recession and other deteriorating factors in the macroeconomic environment. These fluctuations may make financial planning and forecasting difficult. For example, in the first and third quarters of 2022, revenue did not meet expectations which adversely affected our stock price. In addition, these fluctuations may result in unanticipated changes in our available cash, which could negatively affect our business and prospects. Factors that may contribute to fluctuations in our operating results include many of the risks described in this section. Also, one or more of such factors may cause our revenue or operating expenses in one period to be disproportionately higher or lower relative to the others. Furthermore, our instruments involve a significant capital commitment by our customers and accordingly involve a lengthy sales cycle. We may expend significant effort in attempting to make a particular sale, which may be deferred by the customer or never occur. Accordingly, comparing our operating results on a period-to-period basis may not be meaningful, and investors should not rely on our past results as an indication of our future performance. If such fluctuations occur or if our operating results deviate from our expectations or the expectations of securities analysts, our stock price may be adversely affected.

If we do not achieve, sustain or successfully manage our anticipated growth, our business and growth prospects will be harmed.

We have experienced significant revenue growth in recent periods and we may not achieve similar growth rates in the future. Investors should not rely on our operating results for any prior periods as an indication of our future operating performance. If we are unable to maintain adequate revenue growth, our financial results could suffer and our stock price could decline. Furthermore, growth will place significant strains on our management and our operational and financial systems and processes. For example, the commercial launches of our GeoMx and CosMx platforms are a key element of our growth strategy and have required and will require us to hire and retain additional sales and marketing personnel and resources. If we do not successfully generate demand for GeoMx, CosMx or other new product offerings, or manage our anticipated expenses accordingly, our operating results will be harmed.

Additionally, we implemented Company-wide reductions in workforce in November 2022 and October 2023 to help achieve a more cost-efficient organization. The October 2023 reduction in workforce impacted approximately 20% of our employees and we are still assessing the full impact of the reductions, which may yield unintended consequences and costs such as the loss of institutional knowledge and expertise, attrition beyond our intended reduction in workforce, lower morale among our remaining employees, and the risk that we may not achieve the anticipated benefits of such cost-saving measures, all of which may have an adverse effect on our results of operations or financial condition.

Our future success is dependent upon our ability to expand our customer base and introduce new applications and products.

Our current customer base is primarily composed of academic and government research laboratories, biopharmaceutical companies and clinical laboratories (including physician-owned laboratories) that perform or will conduct experiments using our GeoMx, CosMx and nCounter systems. Our success will depend, in part, upon our ability to increase our market penetration among all of these customers and to expand our market by developing and marketing new research applications and product platforms. We expect that increasing the installed base of our GeoMx, CosMx and nCounter, systems will drive demand for our relatively higher margin consumables products. If we are not able to successfully increase our installed base of GeoMx, CosMx or nCounter systems, sales of our consumables products and our margins may not meet expectations.

The life sciences research market is highly competitive. If we fail to compete effectively, our business and operating results will suffer.

We face significant competition in the life sciences research market. We currently compete with both established and early stage life sciences research companies that design, manufacture and market instruments and consumables for gene expression analysis, single-cell analysis, polymerase chain reaction, or PCR, digital PCR, other nucleic acid detection and additional applications. These companies use well-established laboratory techniques such as microarrays or quantitative PCR as well as newer technologies such as next generation sequencing, including RNA-sequencing. Many of our current competitors

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are large publicly traded companies, or are divisions of large publicly-traded companies, and may enjoy a number of competitive advantages over us, including:

•greater name and brand recognition, financial and human resources;

•broader product lines;

•larger sales forces and more established distributor networks;

•substantial intellectual property portfolios;

•larger and more established customer bases and relationships; and

•better established, larger scale, and lower cost manufacturing capabilities.

We believe that the principal competitive factors in all of our target markets include:

•cost of capital equipment;

•cost of consumables and supplies;

•reputation among customers;

•innovation in product offerings;

•flexibility and ease-of-use;

•accuracy and reproducibility of results; and

•compatibility with existing laboratory processes, tools and methods.

We cannot assure investors that our products will compete favorably or that we will be successful in the face of increasing competition from new products and technologies introduced by our existing competitors or new companies entering our markets. In addition, we cannot assure investors that our competitors do not have or will not develop products or technologies that currently or in the future will enable them to produce competitive products with greater capabilities or at lower costs than ours. Any failure to compete effectively could materially and adversely affect our business, financial condition and operating results. For additional information regarding the competition in our market, please see Part I, Item 1. “Business — Competition” of our Annual Report on Form 10-K for the year ended December 31, 2022.

New product development involves a lengthy and complex process, and we may be unable to commercialize on a timely basis, or at all, any of the products we develop.

Few research and development projects result in successful commercial products. At any point, we may abandon development of a product candidate, which would adversely impact potential revenue and our expenses. In addition, any delay in product development would provide others with additional time to commercialize competing products before we do, which in turn may adversely affect our growth prospects and operating results. For example, our inability to successfully develop new consumables or capabilities for GeoMx or CosMx, or improved versions of AtoMx, would negatively impact our prospects for future revenue growth. AtoMx, which is a cloud-based informatics platform that has required complex software development, and which will require future development, was developed based on capabilities which are different than our historical research and development competencies. We believe that an inability to attract and build the capabilities necessary to develop and operate cloud-based software would negatively impact our ability to market and sell GeoMx and CosMx instruments and consumables.

New market opportunities may not develop as quickly as we expect, limiting our ability to successfully market and sell our products.

The markets for our products are new and evolving. Accordingly, we expect the application of our technologies to emerging opportunities will take several years to develop and mature and we cannot be certain that these market opportunities will develop as we expect. For example, in 2019, we commercially launched our GeoMx system, in 2021 we launched new assays to analyze GeoMx data on next generation sequencing systems, and in December 2022 we made our newest product platform, CosMx, and our AtoMx available to customers.

GeoMx and CosMx target spatial genomics, a novel market opportunity and research application for which existing research experience and applications are limited. Prior to the launches of GeoMx and CosMx, we had not previously targeted this market and, as a result, we have limited marketing and selling experience. Our limited marketing and selling experience targeting these new markets and customers may hinder the successful commercialization of CosMx, GeoMx, AtoMx and related consumables. In addition, our ongoing litigation with 10x Genomics may negatively impact our ability to penetrate new markets and grow our customer base. For example, a preliminary injunction issued by the European Unified Patent Court in September 2023 currently blocks our ability to market and sell our CosMx products for RNA detection within the 17 member states of the European Unified Patent Court.

The future growth of the market for these new products depends on many factors beyond our control, including recognition and acceptance of our applications by the scientific community and the growth, prevalence and costs of competing methods. For example, the COVID-19 pandemic disrupted our operations and the operations of the customers we service in our

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targeted markets, which impacted our growth and our ability to serve these markets. Our customers may be further affected by rising interest rates, inflation, potential economic recession and other deteriorating factors in the macroeconomic environment. If the markets for our new products do not develop as we expect, our business may be adversely affected. If we are not able to successfully market and sell our products or to achieve the revenue or margins we expect, our operating results may be harmed.

We face risks related to health epidemics and other outbreaks, such as COVID-19, which could significantly disrupt our operations and could have a material adverse impact on us.

Our business could be adversely impacted by the effects of possible health epidemics and other outbreaks. Such effects may include, for example:

•the temporary closure of our manufacturing facilities and/or those used in our supply chain processes;

•restrictions on the export or shipment of our products;

•unavailability of components and material used in our products;

•significant cutback of ocean container delivery;

•business closures in impacted areas;

•reduced demand, research grants, and business activities of our customers;

•limitations in employee resources, including because of stay-at-home orders, sickness of employees or their families or the desire of employees to avoid contact with large groups of people; and

•restrictions on our employees’ and other service providers’ ability to travel, to meet with customers and install and train customers on our systems.

The extent to which health epidemics and other outbreaks, such as COVID-19, including any variants that have emerged or may emerge in the future, may impact our operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of a particular virus and its variants and the actions to contain it or treat its impact, among others. Although the federal government ended the COVID-19 public health emergency in May 2023, we cannot at this time quantify or forecast the potential business impact of COVID-19, including any future resurgence in COVID-19 cases, and there can be no assurance that the COVID-19 or another future pandemic or health outbreak will not have a material and adverse effect on our business, operating results and financial condition. In addition, the pandemics increase the likelihood and potential severity of other risks described in the “Risk Factors” section.

Our business depends on levels of research and development spending by academic and governmental research institutions and biopharmaceutical companies, a reduction in which could limit demand for our products and adversely affect our business and operating results.

In the near term, we expect that a large portion of our revenue will be derived from sales of our GeoMx, CosMx and nCounter Analysis Systems, as well as related consumables, to academic and government research laboratories and biopharmaceutical companies worldwide for research and development applications. The demand for our products will depend in part upon the research and development budgets of these customers, which are impacted by factors beyond our control, such as:

•changes in government programs (such as the National Institutes of Health) that provide funding to research institutions and companies;

•macroeconomic conditions, the political climate and the impact of health epidemics and other outbreaks;

•changes in the regulatory environment;

•differences in budgetary cycles;

•competitor product offerings or pricing;

•inflationary pressures, rising interest rates, potential economic recession and other deteriorating factors in the macroeconomic environment;

•market-driven pressures to consolidate operations and reduce costs; and

•market acceptance of relatively new technologies, such as our GeoMx, CosMx and AtoMx platforms.

In addition, academic, governmental and other research institutions that fund research and development activities may be subject to stringent budgetary constraints that could result in spending reductions, reduced allocations or budget cutbacks, which could jeopardize the ability of these customers to purchase our products. Our operating results may fluctuate substantially due to reductions and delays in research and development expenditures by these customers. For example, many of our customers reduced their activities in response to the COVID-19 pandemic, resulting in delays in instrument orders and

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lower consumables purchases. Any decrease in our customers’ budgets or expenditures, or in the size, scope or frequency of capital or operating expenditures, could materially and adversely affect our business, operating results and financial condition.

Our sales cycle is lengthy and variable, which makes it difficult for us to forecast revenue and other operating results.

Our instruments require a significant investment and, accordingly, our sales process involves numerous interactions with multiple individuals within an organization, and often includes in-depth analysis by potential customers of our products, performance of proof-of-principle studies, preparation of extensive documentation and a lengthy review process. As a result of these factors, the significant capital investment required in purchasing our instruments and the budget cycles of our customers, the time from initial contact with a customer to our receipt of a purchase order can vary significantly, and may be up to 12 months or longer. Given the length and uncertainty of our sales cycle we have in the past experienced, and likely will in the future experience, fluctuations in our instrument sales will occur on a period-to-period basis. These factors also make it difficult to forecast revenue on a quarterly basis. For example, in the first and third quarters of 2022, our actual revenue was lower than our forecast for reasons we did not predict, including uneven sales execution and the impact of changes made to re-align our expanded commercial team early in 2022, and a significantly different instrument order mix among our GeoMx and CosMx spatial biology platforms. In addition, any failure to meet customer expectations could result in customers choosing to continue to use their existing systems or to purchase systems other than ours.

Our reliance on distributors for sales of our products outside of the United States could limit or prevent us from selling our products and impact our revenue.

We have established distribution agreements for our instruments and related consumables products in many countries where we do not sell directly. We intend to continue to grow our business internationally, and to do so we must attract additional distributors and retain existing distributors to maximize the commercial opportunity for our products. There is no guarantee that we will be successful in attracting or retaining desirable sales and distribution partners or that we will be able to enter into such arrangements on favorable terms. Distributors may not commit the necessary resources to market and sell our products to the level of our expectations or may choose to favor marketing the products of our competitors. If current or future distributors do not perform adequately, or we are unable to enter into effective arrangements with distributors in particular geographic areas, we may not realize long-term international revenue growth.

Adverse events or perceptions affecting the financial services industry could adversely affect our operating results, liquidity, financial condition and prospects.

Limited liquidity, defaults, non-performance or other adverse developments affecting financial institutions or parties with which we do business, or perceptions regarding these or similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, in March 2023, Silicon Valley Bank, or SVB, was closed and placed in receivership and, subsequently, additional financial institutions have been placed into receivership. We have a banking relationship with SVB. While we do not believe our exposure to a potential loss of cash, cash equivalents and investments as a result of SVB’s receivership was material compared to our total cash, cash equivalents and investments, we faced delayed access to deposits and other financial assets, and a potential loss of uninsured deposits and other financial assets. Other risks faced by companies that have a business relationship with SVB included:

•loss of access to revolving existing credit facilities or other working capital sources or the inability to refund, roll over or extend the maturity of, or enter into new credit facilities or other working capital resources;

•potential or actual breach of obligations, including U.S. federal and state wage laws and contracts that required them to maintain letters or credit or other credit support arrangements; and

•termination of cash management arrangements or delays in accessing or actual loss of funds subject to cash management arrangements.

As a result of U.S. government intervention, account holders subsequently regained access to their accounts, including the uninsured portion of deposit accounts; however, there is no guarantee that the U.S. government will intervene to provide access to uninsured funds in the future in the event of the failure of other financial institutions, or that the U.S. government would do so in a timely fashion. In such an event, we and parties with which we have commercial agreements may be unable to satisfy applicable obligations to, or enter into new commercial arrangements with, counterparties.

Concerns regarding the U.S. or international financial systems could impact the availability and cost of financing, thereby making it more difficult for us to acquire financing on acceptable terms or at all.

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The value of our investments is subject to significant capital markets risk related to changes in interest rates and credit spreads as well as other investment risks, which may adversely affect our business, financial condition, operating results and prospects.

Our financial condition and operating results are affected by the performance of our investment portfolio. Our excess cash is invested by an external investment management service provider, under the direction of our management in accordance with our investment policy. The investment policy defines constraints and guidelines that restrict the asset classes that we may invest in by type, duration, including minimum liquidity requirements, quality and value. Our investments are subject to market-wide risks, and fluctuations, as well as to risks inherent in particular securities. The failure of any of the investment risk strategies that we employ could have a material adverse effect on our business, financial condition, operating results and prospects.

The value of our investments is exposed to capital market risks, and our results of operations, liquidity, financial condition or cash flows could be adversely affected by realized losses, impairments and changes in unrealized positions as a result of: significant market volatility, changes in interest rates, changes in credit spreads and defaults, a lack of pricing transparency, a reduction in market liquidity, declines in equity prices, changes in national, state/provincial or local laws and the strengthening or weakening of foreign currencies against the U.S. dollar. Levels of write-down or impairment are impacted by our assessment of the intent to sell securities that have declined in value as well as actual losses as a result of defaults or deterioration in estimates of cash flows. If we reposition or realign portions of the investment portfolio and are required to sell securities in an unrealized loss position, we will incur an other-than-temporary impairment charge or realized losses. Any such charge may have a material adverse effect on our business, financial condition, operating results and prospects.

We may not be able to develop new products, enhance the capabilities of our systems to keep pace with rapidly changing technology and customer requirements or successfully manage the transition to new product offerings, any of which could have a material adverse effect on our business and operating results.

Our success depends on our ability to develop new products and applications for our technology in existing and new markets, while improving the performance and cost-effectiveness of our systems. New technologies, techniques or products could emerge that might offer better combinations of price and performance than our current or future products and systems. Existing markets for our products, including gene expression analysis, gene fusions and copy number variation, as well as new markets, such as protein expression and gene mutations, and potential markets for our research product candidates, are characterized by rapid technological change and innovation. Competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. We anticipate that we will face increased competition in the future as existing companies and competitors develop new or improved products and as new companies enter the market with new technologies. It is critical to our success that we anticipate changes in technology and customer requirements and successfully introduce new, enhanced and competitive technologies to meet our customers’ and prospective customers’ needs on a timely and cost-effective basis. If we do not successfully innovate and introduce new technology into our product lines, our business and operating results will be adversely impacted.

The development and manufacture of new products typically requires new scientific discoveries or advancements and complex technology and engineering, including the design of sophisticated software. Such developments may involve external suppliers and service providers, making the management of development projects complex and subject to risks and uncertainties regarding timing, timely delivery of required components, software or services and satisfactory technical performance of such components, software or assembled products. If we do not achieve the required technical specifications or successfully manage new product development processes, or if development work and manufacturing is not performed according to schedule, then such new technologies or products may be adversely impacted and our business and operating results may be harmed. Any delays in bringing new products to market may lead our customers to purchase our competitors’ products or cancel outstanding purchase orders.

Additionally, we must carefully manage the introduction of new products. If customers believe that such products will offer enhanced features or be sold for a more attractive price, they may delay purchases until such products are available. If customers conclude that such new products offer better value as compared to our existing products, we may suffer from reduced sales of our existing products and our overall revenue may decline. We may also have excess or obsolete inventory of older products as we transition to new products and our experience in managing product transitions is limited. If we do not effectively manage the transitions to new product offerings, our revenue, results of operations and business will be adversely affected.

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We are dependent on third-party manufacturers, service providers and single source suppliers for some of the components and materials used in our products, and the loss of any of these suppliers, or difficulties or delays in securing components or materials, could harm our business.

We rely on third-party manufacturers, service providers and single source suppliers for some of the components and materials used in our instruments, such as Precision System Science, Co., Ltd of Chiba, Japan, to build our nCounter Prep Station; Korvis LLC of Corvallis, Oregon, to build our nCounter Digital Analyzer and GeoMx, D&K Engineering, Inc. of San Diego, California, to build our CosMx. We also rely on HCL Technologies Limited of India, Seattle BioSoftware Inc. of Seattle, Washington and Amazon Web Services of Seattle, Washington for software application development, cloud storage and computing services for AtoMx.

Since our contracts with instrument suppliers do not commit them to carry inventory or make available any particular quantities, they may give other customers’ needs higher priority than ours, and we may not be able to obtain adequate supplies in a timely manner or on commercially reasonable terms. We also rely on sole suppliers for various components we use to manufacture our consumables products. We periodically forecast our needs for such components and enter into standard purchase orders with suppliers. If we were to lose such suppliers, or if the products provided by such suppliers or third-party manufacturers are unable to meet our performance specifications, there can be no assurance that we will be able to identify or enter into agreements with alternative suppliers or manufacturers on a timely basis on acceptable terms, if at all. In addition, if as a result of global economic or political instability, such as the ongoing geopolitical tensions related to Russia’s actions in Ukraine, disease outbreaks such as the COVID-19 pandemic, rising interest rates, potential economic recession and other deteriorating factors in the macroeconomic environment, or other factors impacting the global supply chain, our suppliers or third-party manufacturers experience shortages or delays for materials sourced or manufactured in the affected countries, their ability to supply us with instruments or product components may be affected. For example, in December 2022, we made our newest product platform, CosMx, available to customers. Delays or shortages in the global supply chain for certain components of the CosMx instrument may require that we source certain components from alternative suppliers that may be less experienced making components at the volumes that we may require, which may increase our costs or lead to delays in shipping instruments to our customers. From time to time, certain components of our systems and reagents reach the end of their life cycles or are obsoleted by our suppliers, and we have to procure alternative sources for these end-of-life products. If we should encounter delays or difficulties in securing the quality and quantity of materials we require for our products, our supply chain would be interrupted which would adversely affect sales. If any of these events occur, our business and operating results could be harmed.

Our agreements with third party software application developers and cloud computing service providers provide for the delivery of applications that include certain attributes or performance features, including cybersecurity measures. If we should encounter delays or difficulties in securing the delivery of applications, or updates to applications, with functionality and features as designed, the delivery of our products could be delayed, consumables sales and the pace of experimentation may be negatively impacted and the cost of delivering AtoMx to customers could be higher which may impact our gross profit margins. In addition, we, together with third party service providers, provide cybersecurity monitoring and other features designed to protect customer data that may be stored in the cloud through use of AtoMx. In the event of a data breach or other cybersecurity incident whereby customer data were, or believed or reported to be, compromised or otherwise impacted, we could face legal claims, investigations or proceedings by governmental entities or private parties, adverse publicity and harm to our reputation, loss of business, and significant fines, penalties, and other damages and liabilities. Any such event could result in material harm to our business and operating results.

We may experience manufacturing problems or delays that could limit our growth or adversely affect our operating results.

Our consumables products are manufactured at our facilities located in the greater Seattle, Washington area using complex processes, sophisticated equipment and strict adherence to specifications and quality systems procedures. Any unforeseen manufacturing problems, such as contamination of our facilities, equipment malfunction, quality issues with components and materials sourced from third-party suppliers, failure to strictly follow procedures or meet specifications, or reduced or blocked access to our facilities as a result of health epidemics and other outbreaks, could result in delays or shortfalls in production or require us to voluntarily recall our consumable products. Identifying and resolving the cause of any such manufacturing or supplier issues could require substantial time and resources. If we are unable to keep up with demand for our products by successfully manufacturing and shipping our products in a timely manner, our revenue could be impaired, market acceptance for our products could be adversely affected and our customers might instead purchase our competitors’ products or cancel outstanding purchase orders.

In addition, the introduction of new products may require the development of new manufacturing processes and procedures as well as new suppliers. For example, our GeoMx systems require that we establish supply relationships with antibody providers. While all of our CodeSets are produced using the same basic processes, significant variations may be

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required to meet new product specifications. Developing new processes and negotiating supply agreements can be very time consuming, and any unexpected difficulty in doing so could delay the introduction of a product.

If our greater Seattle area facilities become unavailable or inoperable, we will be unable to continue our research and development, manufacturing our consumables or processing sales orders, and our business will be harmed.

We manufacture our consumables products in our facilities located in the greater Seattle, Washington area. These facilities are the center for research and development, order processing, receipt of our instruments manufactured by third-party contract manufacturers and shipping products to customers. Our facilities and the equipment we use to manufacture our consumables products would be costly, and would require substantial lead time, to repair or replace. The Seattle area is situated near active earthquake fault lines. These facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes and power outages, which may render it difficult or impossible for us to produce our products for some period of time. The inability to manufacture consumables or to ship products to customers for even a short period of time may result in the loss of customers or harm our reputation, and we may be unable to regain those customers in the future. Although we possess insurance for damage to our property and the disruption of our business, this insurance, and in particular earthquake insurance, which is limited, may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all.

We expect to generate a substantial portion of our revenue internationally and are subject to various risks relating to our international activities, which could adversely affect our operating results.

Our revenue generated from sales to customers located outside of North America was approximately 36% and 32% for the nine months ended September 30, 2023 and 2022, respectively. We believe that a significant percentage of our future revenue will come from international sources as we expand our overseas operations and develop opportunities in additional areas. Engaging in international business involves a number of difficulties and risks, including:

•required compliance with existing and changing foreign regulatory requirements and laws;

•required compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act, privacy and data protection requirements, labor laws and anti-competition regulations;

•export or import restrictions;

•various reimbursement and insurance regimes;

•laws and business practices favoring local companies;

•longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;

•political and economic instability, such as the ongoing geopolitical tensions related to Russia’s actions in Ukraine, resulting sanctions imposed by the U.S. and other countries, and retaliatory actions taken by Russia in response to such sanctions;

•global health pandemics;

•potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers;

•difficulties and costs of staffing and managing foreign operations; and

•difficulties protecting or procuring intellectual property rights.

As we expand internationally, our results of operations and cash flows will become increasingly subject to fluctuations due to changes in foreign currency exchange rates. Historically, most of our revenue has been denominated in U.S. dollars, although we have sold our products and services in local currency outside of the United States, principally the Euro. Our expenses are generally denominated in the currencies of the countries in which our operations are located, which is primarily in the United States. As our operations in countries outside of the United States grow, our results of operations and cash flows will increasingly be subject to fluctuations due to changes in foreign currency exchange rates, which could harm our business in the future. For example, if the value of the U.S. dollar increases relative to foreign currencies, our revenue could be adversely affected as we convert revenue from local currencies to U.S. dollars. Similarly, a strong U.S. dollar relative to the local currencies of our international customers can potentially reduce demand for our products, which may compound the adverse effect of foreign exchange translation on our revenue. If we dedicate significant resources to our international operations and are unable to manage these risks effectively, our business, operating results and prospects will suffer.

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We could be subject to additional income tax liabilities.

We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in evaluating our worldwide provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. We are subject to audit in various jurisdictions, and such jurisdictions may assess additional income tax against us. Although we believe our tax estimates are reasonable and we have established any required reserves in respect of such estimates in accordance with Generally Accepted Accounting Principles, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on our operating results or cash flows in the period or periods for which that determination is made.

Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could affect the tax treatment of our domestic and foreign earnings. Any new taxes could adversely affect our domestic and international business operations, and our business and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, the legislation commonly known as the Tax Cuts & Jobs Act, or the TCJA, which was signed into law on December 22, 2017, as modified by the Coronavirus Aid, Relief, and Economic Security Act of 2020, or CARES Act, significantly revised the Internal Revenue Code of 1986, as amended, or the Code. The TCJA, among other things, contains significant changes to corporate taxation, including a reduction of the federal statutory rates from a top marginal rate of 35% to a flat rate of 21%, the transition of U.S. international taxation from a worldwide tax system to a territorial system, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, and modifying or repealing many business deductions and credits. Also, beginning in 2022, the TCJA eliminates the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them over five or fifteen years pursuant to Code Section 174. We have accounted for such changes in accordance with our understanding of the TCJA, as modified by the CARES Act, and guidance available as of the date of this filing as described in more detail in our financial statements. Further, the Inflation Reduction Act of 2022, or the IRA, became effective January 1, 2023. We do not currently expect that the IRA will have a material impact on our income tax liability. We will continue to monitor and assess the impact of the federal legislation on our business and the extent to which various states conform to the federal tax law. Any further changes in tax laws or regulations that are applied adversely to us or our customers could have a material adverse effect on our business, cash flow, financial condition or results of operations.

Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.

As of December 31, 2022, we had federal net operating loss carryforwards, or NOLs, to offset future taxable income of approximately $623.2 million. The federal NOLs generated during and after fiscal year 2018 totaling $389.3 million are carried forward indefinitely, while all others, if not utilized, will expire in various years beginning in 2025. A lack of future taxable income would adversely affect our ability to utilize these NOLs. In addition, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. We may have already experienced one or more ownership changes. Depending on the timing of any future utilization of our carryforwards, we may be limited as to the amount that can be utilized each year as a result of such previous ownership changes. However, we do not believe such limitations will cause our NOLs and tax credit carryforwards to expire unutilized. In addition, future changes in our stock ownership as well as other changes that may be outside of our control could result in additional ownership changes under Section 382 of the Code. Our NOLs may also be impaired under similar provisions of state law or limited pursuant to provisions of the TCJA amendments to the Code, as modified by the CARES Act. We have recorded a full valuation allowance related to our NOLs and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

Acquisitions or joint ventures could disrupt our business, cause dilution to our stockholders and otherwise harm our business.

We may acquire other businesses, products or technologies as well as pursue strategic alliances, joint ventures, technology licenses or investments in complementary businesses. We have not made any acquisitions to date, and our ability to do so successfully is unproven. Any of these transactions could be material to our financial condition and operating results and expose us to many risks, including:

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•disruption in our relationships with customers, distributors or suppliers as a result of such a transaction;

•unanticipated liabilities related to acquired companies;

•difficulties integrating acquired personnel, technologies and operations into our existing business;

•diversion of management time and focus from operating our business;

•increases in our expenses and reductions in our cash available for operations and other uses; and

•possible write-offs or impairment charges relating to acquired businesses.

Foreign acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

Also, the anticipated benefit of any strategic transaction may not materialize. Future acquisitions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, distractions of management, contingent liabilities or amortization expenses or write-offs of goodwill, any of which could harm our financial condition. We cannot predict the number, timing or size of future joint ventures or acquisitions, or the effect that any such transactions might have on our operating results.

We may fail to achieve the expected cost savings and related benefits from our reduction in workforce initiated in October 2023.

In October 2023, we announced a plan to reduce our workforce to enable us to achieve a more cost-efficient organization. The target of the reduction in workforce is to reduce employee headcount by approximately 20% by the end of 2023. The full scope, scale and impact of the reduction in workforce is not yet known.

We may fail to effectively execute on, or achieve the stated goals of, the October 2023 reduction in workforce or similar past or future restructuring activities, including the reduction in workforce we announced in November 2022. Our plans may also change as we continue to refocus on our key priorities. These actions may take more time than we currently estimate and we may not be able to achieve the cost-efficiencies sought. In addition, the reduction in workforce may negatively impact employee morale for those who are not directly impacted, which may increase employee attrition and hurt future recruiting efforts, hindering our ability to achieve our key priorities. Any failure to achieve the expected benefits from the reduction in workforce could adversely affect our stock price, financial condition and ability to achieve our key priorities, as well as lead to stockholder complaints and litigation.

If we are unable to recruit, train and retain key personnel, we may not achieve our goals.

Our future success depends on our ability to recruit, train, retain and motivate key personnel, including our senior management, research and development, manufacturing and sales and marketing personnel. Competition for qualified personnel may at times be significant, particularly in the Seattle, Washington area. Our growth depends, in particular, on attracting, retaining and motivating highly-trained sales personnel with the necessary scientific background and ability to understand our systems at a technical level to effectively identify and sell to potential new customers. We do not maintain fixed term employment contracts or key man life insurance with any of our employees. Because of the complex and technical nature of our products and the dynamic market in which we compete, any failure to attract, train, retain and motivate qualified personnel could materially harm our operating results and growth prospects. Further, the reductions in workforce we announced in November 2022 and October 2023 may negatively impact our ability to recruit key personnel and makes retention of our current personnel more challenging.

Undetected errors or defects in our products could harm our reputation, decrease market acceptance of our products or expose us to product liability claims.

Our products have in the past and may in the future contain undetected errors or defects when first introduced or as new versions are released. Disruptions or other performance problems with our products may damage our customers’ businesses, harm our reputation and result in reduced revenues. If that occurs, we may also incur significant costs, the attention of our key personnel could be diverted, or other significant customer relations problems may arise. We may also be subject to warranty and liability claims for damages related to errors or defects in our products. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our products could adversely impact our business and operating results.

The sale and use of products or services based on our technologies, or activities related to our research, could lead to the filing of product liability claims if someone were to allege that one of our products contained a design or manufacturing defect which resulted in the failure to adequately perform the analysis for which it was designed. A product liability claim could

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result in substantial damages and be costly and time consuming to defend, either of which could materially harm our business or financial condition. We cannot assure investors that our product liability insurance would adequately protect our assets from the financial impact of defending a product liability claim. Any product liability claim brought against us, with or without merit, could increase our product liability insurance rates or prevent us from securing insurance coverage in the future.

We face risks related to handling of hazardous materials and other regulations governing environmental safety.

Our operations are subject to complex and stringent environmental, health, safety and other governmental laws and regulations that both public officials and private individuals may seek to enforce. Our activities that are subject to these regulations include, among other things, our use of hazardous materials in manufacturing and in our products, and the generation, transportation and storage of waste. We could discover that we, an acquired business or our suppliers are not in material compliance with these regulations. Existing laws and regulations may also be revised or reinterpreted, or new laws and regulations may become applicable to us, whether retroactively or prospectively, that may have a negative effect on our business and results of operations. It is also impossible to eliminate completely the risk of accidental environmental contamination or injury to individuals. In such an event, we could be liable for any damages that result, which could adversely affect our business.

If we experience a significant disruption in our information technology systems or breaches of data security, our business could be adversely affected.

We rely on information technology systems to keep financial records, manage our manufacturing operations, fulfill customer orders, capture laboratory data, maintain corporate records, communicate with staff and external parties and operate other critical functions. Our information technology systems, and those of our vendors, are potentially vulnerable to disruption due to breakdown, malicious intrusion and computer viruses, ransomware or other malicious code, or other disruptive events including but not limited to terrorism, war or other military activity, power loss, flooding, fire, earthquake, or other natural disasters. Additionally, geopolitical tensions related to Russia’s actions in Ukraine may increase cybersecurity risks, and attackers have used artificial intelligence and machine learning to launch more automated, targeted and coordinated attacks against targets. We are increasingly dependent upon our and our vendors’ technology systems to operate our business and our ability to effectively manage our business depends on the security, reliability and adequacy of our technology systems and data, which includes use of cloud technologies, including Software as a Service (SaaS), Platform as a Service (PaaS) and Infrastructure as a Service (IaaS). If we were to experience a prolonged system disruption in our information technology systems or those of certain of our vendors, it could negatively impact our ability to serve our customers, which could adversely impact our business. Although we maintain offsite back-ups of our data, if operations at our facilities were disrupted, it may cause a material disruption in our business if we are not capable of restoring function on an acceptable timeframe. In addition, our information technology systems, and those of our vendors, are potentially vulnerable to data security breaches and other security incidents — whether by employees or others — which may expose sensitive data to unauthorized persons. Such data security breaches and incidents, whether resulting from hacking, social engineering, phishing, or other causes could lead to the loss of confidential information, financial assets, trade secrets or other intellectual property, unauthorized access to, or disruptions to or other interruptions of, our platforms and products, or could lead to unauthorized access to or use, modification, unavailability, disclosure, loss or acquisition of, or the public exposure of, personal information (including sensitive personal information) of our employees, customers and others, or confidential information of ourselves, our customers or of other third parties that we maintain or otherwise process, any of which could have a material adverse effect on our business, reputation, financial condition and results of operations. In addition, any such access, disclosure or other loss of information could result in legal claims, investigations or proceedings by governmental entities or private parties, adverse publicity and harm to our reputation, loss of business, and significant fines, penalties, and other damages and liabilities. In addition, these breaches and incidents and other inappropriate access, and security vulnerabilities in our software, platforms, and products can be difficult to detect. Any delay in identifying them and responding to or otherwise remediating them may lead to security breaches, incidents, and unauthorized access occurring, and increased harms of the type described above. We expect to continue to expend significant resources to protect against security breaches and incidents, and could be required to expend significant amounts to remediate and otherwise respond to security breaches and incidents, including in connection with making notifications to customers or other persons or implementing additional security measures. With the increase in personnel working remotely, we and our vendors have experienced and are at increased risk for security breaches and incidents. We are taking steps in an effort to monitor and enhance the security of our technology systems and data; however, the unprecedented scale of remote work may

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require additional personnel and resources, which nevertheless cannot be guaranteed to fully safeguard our technology systems or data or other data or information that we maintain or that otherwise is processed in our business.

Although we maintain insurance that may cover certain liabilities in connection with a security breach or other security incident, we cannot be certain our insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.

Any interruptions or delays in services from third parties, including cloud computing platform providers, and other software and hardware vendors, or from our inability to adequately plan for and manage service interruptions or infrastructure capacity requirements, could impair the delivery of our services and harm our business.

We rely on software developed by or licensed from, cloud computing platforms provided by, and computer hardware purchased or leased from, third parties in order to offer our services, including HCL Technologies Limited of India, Seattle BioSoftware Inc. of Seattle, Washington and Amazon Web Services of Seattle, Washington, which provide software application development, cloud storage and computing services for our AtoMx solution. AtoMx involves the storage and transmission of our customers’ and our customers’ customers’ proprietary and other sensitive data. We or our customers may allow these third parties to access customer data to help deliver customer benefits, to host certain of our and our customers’ data, which could include sensitive or personal data, or to perform other services. In addition, we share sensitive, nonpublic business information with other vendors in the ordinary course of business. A data breach or other cybersecurity incident involving third parties we rely on may have serious negative consequences for our businesses, including damage to, loss or unavailability of, or unauthorized use of, alteration, disclosure, acquisition, or other unauthorized processing or exploitation of sensitive customer data, or confidential or competitively sensitive information regarding our business, including intellectual property and other proprietary data, make our products more vulnerable to fraudulent activity, and cause temporary or sustained unavailability of our software and systems. Further, any such event, or the belief or perception it has occurred, may result in possible claims, demands, and litigation by private parties, demands, investigations, and proceedings by regulatory authorities, fines, penalties and damages and other liabilities; result in loss of customer confidence; cause material harm to our reputation and brands; lead to further regulation and oversight by federal or state agencies, and cause adverse financial conditions.

As we increase our reliance on these third-parties, particularly with respect to third-party software, hardware, data and cloud computing platforms, our exposure to damage from service interruptions and disruptions may increase. Any changes in third-party service levels or product features, or any errors, defects, infection by ransomware, viruses, or other malicious code, disruptions, or other performance problems with third-party software, hardware, data or cloud computing platforms on which our applications run, including performance problems related to cybersecurity threats or attacks, could adversely affect our reputation and may damage our customers’ or other users’ stored files, or their confidentiality, integrity, and availability, or result in lengthy interruptions in our services. Interruptions in and other disruptions to our services might adversely affect our reputation and operating results, cause us to issue refunds or service credits to customers for prepaid and unused subscription services, subject us to potential liabilities, result in contract terminations, or adversely affect our renewal rates.

These software, hardware, data and cloud computing platforms may not continue to be available at reasonable prices, or on commercially reasonable terms or at all. Any loss of ability to use any of these software, hardware, data or cloud computing platforms could significantly increase our expenses and otherwise result in delays in providing our services until equivalent technology is either developed by us, or, if available, is identified, obtained through purchase or license and integrated into our services.

If we do not accurately plan for our infrastructure capacity or other requirements and we experience significant strain on our cloud computing infrastructure, our customers could experience performance degradation or service outages that may subject us to financial liabilities, result in customer losses and harm our reputation and business. As we add capacity and continue to utilize cloud computing platform providers, we may be required to move or transfer our data or our customers’ data. Despite precautions taken during this process, any unsuccessful data transfer may impair the delivery of our services, which may damage our business.

Significant United Kingdom or European developments stemming from the United Kingdom’s withdrawal from the European Union could have a material adverse effect on us.

In June 2020, the United Kingdom officially left the European Union. The full effect of Brexit remains uncertain, but Brexit creates economic and legal uncertainty in the region and could adversely affect the tax, currency, operational, legal and regulatory regimes to which our business is subject. Complying with changes in regulations in the United Kingdom in addition

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to European Union regulations has increased our costs of compliance and result in greater legal risks. There are many ways in which our business could be affected, some of which include additional volatility in global financial markets, new or modified trade agreements or data transfer agreements between the United Kingdom and other countries, including the United States, and the possible imposition of trade or other regulatory and immigration barriers in the United Kingdom. In addition, the Europe-wide market authorization framework for our products and access to European Union research funding by research scientists based in the United Kingdom may also change and may also result in a slowdown in spending on research tools like our systems. Furthermore, we currently operate in Europe through a subsidiary based in the United Kingdom, which provides us with certain operational, tax and other benefits, as well as through other subsidiaries in Europe. The United Kingdom’s withdrawal from the European Union could adversely affect our ability to realize those benefits and we may incur costs and suffer disruptions in our European operations as a result. These possible negative impacts, and others resulting from the United Kingdom’s withdrawal from the European Union, may adversely affect our operating results and growth prospects.

We intend to seek strategic collaborations and partnerships and other transactions, which may result in the use of a significant amount of our management resources or significant costs, and we may not be able to fully realize the potential benefit of such transactions.

We intend to seek strategic collaborations, partnerships and other transactions to support the continued growth of our company. However, there is no assurance that we will be successful in doing so. Accordingly, we may be engaged in evaluating potential transactions including, without limitation, strategic partnerships, divestitures of existing businesses or assets, a merger or consolidation with a third party that results in a change in control, a sale or transfer of all or a significant portion of our assets or a purchase by a third party of our securities that may result in a minority or control investment by such third party. From time to time, we may engage in discussions that may result in one or more transactions. Although there would be uncertainty that any of these discussions would result in definitive agreements or the completion of any transaction, we may devote a significant amount of our management resources to such a transaction, which could negatively impact our operations. In addition, we may incur significant costs in connection with seeking strategic transactions regardless of whether the transaction is completed. In the event that we consummate a strategic collaboration, partnership or other transaction in the future, we cannot assure you that we would fully realize the potential benefit of such a transaction or that the market would not have an adverse reaction to any such transaction. The failure to fully realize the potential benefit of such a transaction, adverse market reaction to any such transaction and any other issues we may encounter in connection with the consummation of any such transaction could adversely affect our future financial results or negatively impact the value of stockholders’ investment in us.

For example, in December 2019, we entered into a LAPA with Veracyte, pursuant to which we granted to Veracyte an exclusive worldwide license to our nCounter FLEX Analysis System, or the FLEX System, for in vitro diagnostic use and for the development and commercialization of in vitro diagnostic tests, including in vitro diagnostic devices, or IVDs, or laboratory developed tests, or LDTs, for use on the FLEX System and sold to Veracyte certain assets, including our rights with respect to the Prosigna Breast Cancer Prognostic Gene Signature Assay, the LymphMark Lymphoma Subtyping Test and the assay software modules that operate together with the FLEX System. For additional information regarding our transaction with Veracyte please see Part I, Item 1. “Business — License Agreement — Veracyte, Inc.” of our Annual Report on Form 10-K for the year ended December 31, 2022. We cannot be certain that we will realize all of the anticipated benefits from our transaction with Veracyte and the disposition of certain of our assets pursuant to the LAPA may yet have an unforeseen detrimental impact on our business. Furthermore, transactions such as our agreement with Veracyte can be disruptive to our retained operations, divert management’s attention from day-to-day operations and potentially increase employee attrition.

If securities or industry analysts do not publish research reports about our business, or if they issue an adverse opinion about our business, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us issues an adverse opinion about our company, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

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Risks Related to Government Regulation

Our “Research Use Only” products for the research life sciences market could become subject to more stringent regulatory requirements as medical devices by the FDA or other regulatory agencies in the future which could increase our costs and delay our commercialization efforts, thereby materially and adversely affecting our business and results of operations.

In the United States, most of our products are currently labeled and sold for Research Use Only, or RUO, and are not intended for the diagnosis or treatment of disease, and are sold to pharmaceutical and biotechnology companies, academic and government institutions and research laboratories. Because such RUO products are not intended for diagnostic or clinical use, and the products do not include clinical or diagnostic claims or provide directions for use as diagnostic products, they are not medical devices and not subject to regulation by the Food and Drug Administration, or FDA. In particular, while the FDA regulations require that RUO products be appropriately labeled, “For Research Use Only. Not for Use in Diagnostic Procedures,” the regulations do not subject such products to the FDA’s pre- and post-market controls for medical devices. Pursuant to the FDA guidance on RUO products, a company may not make clinical or diagnostic claims about an RUO product or provide clinical directions or clinical support services to customers for RUO products, or engage in distribution or sales practices that are not consistent with the RUO labeling. If the FDA were to modify its approach to regulating RUO products, compliance with additional or changes in regulations could reduce our revenue or increase our costs and adversely affect our business, prospects, results of operations or financial condition.

Even where our products are labeled, promoted, and intended as RUO, the FDA or comparable agencies of other countries, depending on the totality of circumstances, could disagree with our conclusion that our products are intended for research use only or deem our sales, marketing and promotional efforts as being inconsistent with the RUO designation. If the FDA were to disagree that our products can be marketed as RUO, our products could be subject to government regulation, and the regulatory clearance or approval and maintenance process for such products may be uncertain, expensive, and time-consuming. If the FDA determines that our sales or distribution practices are not consistent with the RUO labeling, the FDA could consider our products to be misbranded and/or adulterated under the Federal Food, Drug, and Cosmetic Act and take adverse administrative or enforcement actions against us, such as requiring a recall or issuing a warning letter, among others, any of which could materially harm our business. In the event that the FDA requires marketing authorization of our RUO products in the future, there can be no assurance that the FDA will ultimately grant any clearance or approval requested by us in a timely manner, or at all.

In addition, we sell dual-use instruments with software that has both FDA-cleared functions, and research functions for which the FDA approval or clearance is not required. Dual-use instruments are subject to FDA regulation since they are intended, at least in part, for use by customers performing clinical diagnostic testing. In November 2014, the FDA issued a guidance document that described the FDA’s approach to regulating molecular diagnostic instruments that combine both approved/cleared device functions and research functions for which approval/clearance is not required. There is a risk that the requirements for dual-use instruments could change causing additional costs and delays for development of these products. For example, there could be enforcement action if the FDA determines that approval or clearance was required for those functions for which the FDA approval or clearance has not been obtained, or the instruments are being promoted for off-label use. There is also a risk that the FDA could broaden its current regulatory enforcement of dual-use instruments through additional FDA oversight of such products or impose additional requirements upon such products. In July 2017, FDA adopted a new regulation exempting certain clinical multiplex test systems, like the ones used with the Prosigna assay that we supply to Veracyte, from premarket notification requirements, although such instruments are still required to comply with the special controls applicable to Class II medical devices. However, these regulations will not impact the FDA clearance requirements for our nCounter Dx Analysis System intended for use with specific assays or panels for clinical or diagnostic purposes, such as Prosigna, each of which will require separate premarket notification or premarket approval. The FDA recently announced in the Unified Agenda of its intent to issue a proposed rule to make explicit that LDTs are devices under the Federal Food, Drug, and Cosmetic Act. The Notice of Proposed Rulemaking for LDTs is anticipated to be published in the Federal Register later this year. It is unclear how such action as well as future legislation by federal and state governments and changes in FDA regulation will impact the industry, including our business and that of our customers. Any restrictions on LDTs by the HHS, FDA, Congress, or state regulatory authorities may decrease the demand for our products.

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For medical devices that we manufacture for third parties, we are subject to ongoing and extensive regulatory requirements, and our failure to comply with these requirements could substantially harm our business.

The nCounter FLEX, for diagnostic use, which we supply to Veracyte in our capacity as a contract manufacturer, is regulated as an in vitro diagnostic medical device. Accordingly, we and certain of our contract manufacturers are subject to ongoing International Organization for Standardization, or ISO, obligations as well as regulation by the FDA, state regulatory authorities, and other comparable national and local health authorities. These may include routine inspections of our manufacturing facilities and our records by Notified Bodies, the FDA, and other health authorities, to assess compliance with requirements such as ISO 13485 and the FDA’s Quality System Regulations, or QSR, 21 C.F.R. Part 820, which include extensive requirements for quality assurance and control as well as manufacturing and change control procedures, among others. We are also subject to other FDA regulations, such as requirements pertaining to the registration of our manufacturing facilities and the listing of our devices with the FDA. Veracyte is responsible for continued medical device reporting, for example, reporting of adverse events and malfunctions; reporting certain corrections and removals; and labeling and promotional requirements as well as for regulatory clearances for future generations of the nCounter platform for use with clinical diagnostic applications. Other agencies may also issue guidelines and regulations that could impact the development, labeling, marketing, and distribution of these products, among other activities, including the European In Vitro Diagnostic Regulation, or IVDR. If Veracyte fails to comply with FDA regulatory obligations applicable to their activities, including those obligations assumed pursuant to the SSAs, it could adversely affect the sale of the device and potentially result in other harm to our business.

Our products may also be subject to additional FDA or global regulatory authority post-marketing obligations or requirements by the FDA or other regulatory authorities to change our current product classifications which would impose additional regulatory obligations on us and our contractors. If we, Veracyte, or our contractors or suppliers are not able to maintain regulatory compliance, we may not be permitted to market our medical device products and/or may be subject to enforcement by EU Competent Authorities and the FDA and other global regulatory authorities such as through the issuance of warning letters, fines, injunctions, and civil penalties; recall or seizure of products; operating restrictions; and criminal prosecution. In addition, we and Veracyte may be subject to similar regulatory regimes of other foreign jurisdictions as we continue to commercialize our products in new markets outside of the United States and Europe. Any adverse action by Notified Body, EU Competent Authority, the FDA or other global regulatory authority could significantly increase our expenses, expose us to greater liability, limit our revenue and profitability and cause reputational harm.

We are also required to comply with an increasing number of environmental compliance regulations, including those focused upon the restriction of certain hazardous substances in our products. We have compliance programs designed to meet the requirements of environmental compliance regulations, but our failure to comply with such current or future regulations could result in the imposition of substantial fines, suspension of production, alteration of our manufacturing processes or cessation of operations that could have a material adverse effect on our business, results of operations and financial condition.

We may be subject, directly or indirectly, to healthcare fraud and abuse laws and other laws applicable to our commercial practices, as well as laws and regulations relating to privacy and data protection. If we or our agents and contractors are unable to comply, or have not complied, with such laws and regulations, we could face substantial penalties.

Various laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. For as long as we manufacture nCounter FLEX and in vitro diagnostic kits for use with nCounter FLEX for Veracyte, or if we commercialize our other instruments for diagnostic use, our operations may be directly, or indirectly through our agents, contractors, or customers, subject to various fraud and abuse laws, including, without limitation, the federal and state anti-kickback statutes and state, federal and foreign marketing compliance laws. Any misconduct could result in regulatory sanctions and cause serious harm to our reputation. It is not always possible to identify and deter misconduct by our employees, agents, representatives, or independent contractors that we may work with, and the precautions we take to detect and prevent misconduct may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other adverse actions or lawsuits stemming from a failure to comply with applicable laws and regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions, exclusion from participation in government healthcare programs, or the curtailment or restructuring of our operations. In addition, we may be subject to laws and regulations relating to privacy and data protection by both the federal government and the states in which we conduct our business as well as by foreign governments and entities. The laws that may affect our ability to operate include, but are not limited to:

•the federal Anti-kickback Statute and state equivalents;

•the federal False Claims Act and state equivalents;

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•state privacy laws, such as the California Consumer Privacy Act, California Privacy Rights Act, similar legislation in other states and Washington’s My Health, My Data Act;

•the Foreign Corrupt Practices Act, which applies to our international activities; and

•the European Union’s General Data Protection Regulation and other national privacy laws.

Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the U.S. We have undertaken certain efforts to conform transfers of personal data from the European Economic Area, or EEA, to the U.S. and other jurisdictions based on our understanding of current regulatory obligations and the guidance of data protection authorities, including standard contractual clauses approved by the European Commission, or the SCCs, and the EU-U.S. and Swiss-U.S. Privacy Shield programs administered by the U.S. Department of Commerce. Despite this, we may be unsuccessful in maintaining conforming means of transferring personal data from the EEA, Switzerland, and United Kingdom, in particular as a result of continued legal and legislative activity within those regions. The EU-U.S.-and Swiss-U.S. Privacy Shield frameworks and the SCCs have been subject to legal challenge, and on July 16, 2020, the Court of Justice of the European Union, or CJEU, issued a decision invalidating the EU-U.S. Privacy Shield and imposing additional requirements in connection with the use of the SCCs. The Swiss-U.S. Privacy Shield also has been declared invalid. The European Commission issued new SCCs in June 2021 that were required to be put in place. Additionally, the United Kingdom’s Information Commissioner’s Office issued new standard contractual clauses to support personal data transfers out of the United Kingdom on February 2, 2022 that were required to be used for new contractual arrangements as of September 21, 2022, and must replace prior standard contractual clauses as of March 21, 2024. On March 25, 2022, the United States and EU announced an “agreement in principle” to replace the EU-U.S. Privacy Shield with the Trans-Atlantic Data Privacy Framework. On July 10, 2023, the European Commission adopted an adequacy decision in relation to this framework, which was renamed the EU-U.S. Data Privacy Framework (“EU-U.S. DPF”), allowing the EU-U.S. DPF to be utilized as a means of legitimizing EU-U.S. personal data transfers for participating entities. The EU-U.S. DPF may be subject to legal challenges from privacy advocacy groups or others, and the European Commission’s adequacy decision regarding the EU-U.S. DPF provides that the EU-U.S. DPF will be subject to future reviews and may be subject to suspension, amendment, repeal, or limitations to its scope by the European Commission. It remains unclear whether it will be appropriate for us to utilize the EU-U.S. DPF. More generally, we are assessing these developments and their impact on our data transfer mechanisms. We may, in addition to other impacts, experience additional costs associated with increased compliance burdens, and we and our customers face the potential for regulators in the EEA, Switzerland, and United Kingdom to apply different standards to the transfer of personal data from those regions to the U.S., and to block, or require ad hoc verification of measures taken with respect to, certain data flows from those regions to the U.S. We also may be required to engage in new contract negotiations with third parties that aid in processing data on our behalf. We may find it necessary or desirable to make further changes to our handling of personal data of residents of those regions. The regulatory environment applicable to the handling of the personal data of EEA, Switzerland, and United Kingdom residents, and our actions taken in response, may cause us to assume additional liabilities or incur additional costs and could result in our business, operating results and financial condition being harmed. Additionally, we and our customers may face a risk of enforcement actions by data protection authorities in those regions relating to personal data transfers. Any such enforcement actions could result in substantial costs and diversion of resources, distract management and technical personnel and negatively affect our business, operating results and financial condition.

The United Kingdom maintains the Data Protection Act of 2018 and the UK GDPR, which collectively implement and complement the GDPR and provide for penalties for noncompliance of up to the greater of £17.5 million, or four percent, of worldwide revenues. On June 28, 2021, the European Commission announced a decision of “adequacy” concluding that the United Kingdom ensures an equivalent level of data protection to the GDPR, which provides some relief regarding the legality of continued personal data flows from the EEA to the United Kingdom. Such adequacy decision must, however, be renewed after four years and may be modified or revoked in the interim. We cannot fully predict how the Data Protection Act, the UK GDPR and other United Kingdom data protection laws or regulations may develop in the medium to longer term, nor the effects of divergent laws and guidance regarding how data transfers to and from the United Kingdom will be regulated.

More generally, the laws, rules and regulations relating to privacy or data protection to which we may be subject, or that otherwise apply to our business, are constantly evolving, and we expect that there will continue to be new proposed laws, regulations and industry standards concerning these matters in the United States, the EU and other jurisdictions. If our operations are found to be in violation of any of the laws or regulations described above or others that apply to us, or to which we become subject in the future, we may be subject to claims, complaints, investigations, enforcement actions, and penalties, including civil and criminal penalties, damages, fines and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

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Risks Related to Intellectual Property

Involvement in lawsuits to protect or enforce our patent and proprietary rights, to determine the scope, coverage and validity of others’ proprietary rights, or to defend against third-party claims of intellectual property infringement, could be time-intensive and costly and may adversely impact our business or stock price.

We have received notices of claims of infringement and misappropriation or misuse of other parties’ proprietary rights in the past and may from time to time receive additional notices. Some of these claims have led and may lead to litigation. We cannot assure investors that we will prevail in such actions, or that other actions alleging misappropriation or misuse by us of third-party trade secrets, infringement by us of third-party patents and trademarks or other rights, or the validity of our patents, trademarks or other rights, will not be asserted or prosecuted against us.

For example, on May 6, 2021, 10x Genomics, Inc. and Prognosys Biosciences, Inc. filed a complaint, and on May 19, 2021, an amended complaint, and on May 4, 2022, a second amended complaint, against us in the U.S. District Court for the District of Delaware. Further, on February 28, 2022, 10x Genomics, Inc. and President and Fellows of Harvard College filed a complaint, and on May 12, 2022, an amended complaint, and on March 1, 2023, a second amended complaint, against us in the U.S District Court for the District of Delaware. In addition, on March 4, 2022, 10x Genomics, Inc. filed suit against us in the Munich Regional Court I in Germany. The complaints allege infringement of certain patents described in the complaints, and seek, among other relief, injunctive relief and unspecified damages (including attorneys’ fees). On May 17, 2023, the Munich court granted 10x Genomics, Inc. and President and Fellows of Harvard College the right to enforce an injunction against the sale and use of the CosMx instrument and reagents for RNA detection in Germany. We believe the Munich court came to an erroneous conclusion and are appealing the decision. On June 1, 2023, 10x Genomics, Inc. and Harvard filed suits against us in the European Unified Patent Court, or UPC, seeking preliminary injunctions against use of the CosMx instrument for RNA detection in the jurisdictions of the UPC in which the asserted European patents are in effect. On September 19, 2023, the UPC granted a preliminary injunction with respect to one of the two asserted patents. The preliminary injunction prevents the Company from selling CosMx products for RNA detection in the 17 UPC member countries while the case awaits a full hearing on the merits, a date for which has not yet been set. The Company is appealing the preliminary injunction decision to the UPC Court of Appeal in Luxembourg. We believe that we do not infringe the asserted patents, and that the patents will ultimately be found to be invalid, however, we cannot be certain of the ultimate outcome of these legal proceedings. The litigation has negatively impacted our share price and our ability to sell our CosMx instruments in the jurisdictions impacted by the UPC injunction. If the plaintiffs prevail in these ongoing litigations, we may be prohibited from selling the alleged infringing products and services in additional jurisdictions, including the United States, and potentially elsewhere, or be ordered to pay significant damages or both, either of which would have a material and adverse impact on our business. Even if we ultimately prevail in these litigations, litigation is costly, time-consuming and will divert our management’s attention, which could also have a material and adverse impact on our business. For additional information regarding these pending litigations, please refer to the section of this report titled “Legal Proceedings.”

Litigation may also be necessary for us to protect or enforce our patent and proprietary rights, to defend against third-party claims or to determine the scope, coverage and validity of the proprietary rights of others. For example, on October 20, 2022, we filed suit against 10x Genomics, Inc. in the U.S. District Court for the District of Delaware alleging that 10x Genomics’ Visium Spatial Gene Expression system and related products and services infringe our U.S. Patent No. 11,473,142, “Chemical Compositions and Uses Thereof,” and, on January 24, 2023, our additional counterclaims against 10x Genomics with respect to a second NanoString patent, U.S. Patent No. 11,377,689, were consolidated into this case. In addition, on July 10, 2023, the Delaware District Court granted our motion to add new counterclaims for antitrust and unfair competition violations as well as the affirmative defense of “unclean hands” by 10x Genomics and Harvard. The ruling relates to our claim that Harvard made a non-exclusive licensing commitment in order to secure grant funding from the National Institutes of Health for work that led to the patents at issue in the litigation. Litigation has resulted in and could continue to result in substantial legal fees, and the litigation could also adversely affect the scope of our patent protection and reduce our ability to compete in the marketplace. The outcome of any litigation or other proceeding is inherently uncertain and might not be favorable to us. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity, scope and coverage of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results or financial condition.

Numerous significant intellectual property issues have been litigated, and will likely continue to be litigated, between existing and new participants in our existing and targeted markets. Our success depends in part on our non-infringement of the patents or proprietary rights of third parties. We develop complex products that integrate a wide range of technologies which may impact our ability to do so clear of third-party rights and therefore may need to license other technologies or challenge the scope, coverage and validity of the proprietary rights of others to commercialize future products. As we develop new technologies such as those related to digital spatial profiling, spatial molecular imaging and sequencing, for example, and move

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into new markets and applications for our products, incumbent participants in such markets may assert their patents and other proprietary rights against us as part of a business strategy to slow our entry into such markets, impede our successful competition and/or extract substantial license and royalty payments from us. In addition, we may be unaware of pending third-party patent applications that relate to our technology and our competitors and others may have patents or may in the future obtain patents and may claim that use of our products infringes these patents. Our competitors and others may now, and in the future, have significantly larger and more mature patent portfolios than we currently have. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product revenue and against whom our own patents may provide little or no deterrence or protection. Therefore, our commercial success may depend in part on our non-infringement of the patents or proprietary rights of third parties. Parties making claims against us may be able to obtain injunctive or other relief, which could block our ability to develop, commercialize and sell products, and could result in the award of substantial damages against us. In the event of a successful claim of infringement against us, we may be required to pay damages and obtain one or more licenses from third parties, or be prohibited from selling certain products. We may not be able to obtain these licenses at a reasonable cost, if at all. We could therefore incur substantial costs related to royalty payments for licenses obtained from third parties, which could negatively affect our gross margins. In addition, we could encounter delays in product introductions while we attempt to develop alternative methods or products to avoid infringing third-party patents or proprietary rights. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing products, and the prohibition of sale of any of our products could materially affect our ability to grow and gain market acceptance for our products.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.

In addition, our agreements with some of our suppliers, distributors, customers, collaborators and other entities with whom we do business require us to defend or indemnify these parties to the extent they become involved in infringement claims against us, including the claims described above. We could also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to do so if we determine it would be important to our business relationships. If we are required or agree to defend or indemnify any of these third parties in connection with any infringement claims, we could incur significant costs and expenses that could adversely affect our business, operating results, or financial condition.

If we are unable to protect our intellectual property effectively, our business would be harmed.

We rely on patent protection as well as trademark, copyright, trade secret and other intellectual property rights protection and contractual restrictions to protect our proprietary technologies, all of which provide limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. As of September 30, 2023, we owned or licensed approximately 39 issued U.S. patents and approximately 35 pending U.S. patent applications, including provisional and non-provisional filings and 4 pre-nationalization PCT applications. We also owned or licensed approximately 340 pending and granted counterpart applications worldwide, including 132 country-specific validations of 18 European patents. We continue to file new patent applications to protect the full range of our technologies. If we fail to protect our intellectual property, third parties may be able to compete more effectively against us and we may incur substantial litigation costs in our attempts to recover or restrict use of our intellectual property.

Our success depends in part on obtaining patent protection for our products and processes, preserving trade secrets, patents, copyrights and trademarks, operating without infringing the proprietary rights of third parties, and acquiring licenses for technology or products. We cannot assure investors that any of our currently pending or future patent applications will result in issued patents, and we cannot predict how long it will take for such patents to be issued. As the patent and prior art landscape for translational research products grows more crowded and becomes more complex we may find it more difficult to obtain patent protection for our products including those related to digital spatial profiling, spatial molecular imaging and sequencing. Our existing patents and any future patents we obtain may not be sufficiently broad to prevent others from practicing our technologies or from developing competing products and may therefore fail to provide us with any competitive advantage. Additionally, we cannot assure investors that our currently pending or future patent applications have or will be filed in all of our potential markets. Further, we cannot assure investors that other parties will not challenge any patents issued to us or that courts or regulatory agencies will hold our patents to be valid and enforceable. We cannot guarantee investors that we will be successful in defending challenges made against our patents and patent applications. Any successful third-party challenge to our patents could result in the unenforceability or invalidity of such patents and could deprive us of the ability to prevent others from using the technologies claimed in such issued patents.

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The patent positions of life sciences companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in such companies’ patents has emerged to date inside or outside the United States. Furthermore, in the biotechnology field, courts frequently render opinions that may affect the patentability of certain inventions or discoveries, including opinions that may affect the patentability of methods for analyzing or comparing biological macromolecules including nucleic acids, such as DNA and RNA, and proteins.

In particular, the patent positions of companies engaged in development and commercialization of genomic diagnostic tests, like Prosigna, are particularly uncertain. Various United States courts, including the U.S. Supreme Court, have rendered decisions that impact the scope of patentability of certain inventions or discoveries relating to genomic diagnostics. Specifically, these decisions stand for the proposition that patent claims that recite laws of nature (for example, the relationships between gene expression levels and the likelihood of risk of recurrence of cancer) are not themselves patentable unless those patent claims have “sufficient” additional features which provide practical assurance that the processes are genuinely inventive applications of those laws rather than patent drafting efforts designed to monopolize the law of nature itself. What constitutes a “sufficient” additional feature is uncertain. Furthermore, in view of these decisions, in December 2014 the U.S. Patent and Trademark Office, or USPTO, published revised guidelines for patent examiners to apply when examining process claims for patent eligibility. This guidance was updated by the USPTO in July 2015 and additional illustrative examples provided in May 2016. The USPTO provided additional guidance on examination procedures pertaining to subject matter eligibility in April 2018, June 2018, January 2019 and October 2019. The guidance indicates that claims directed to a law of nature, a natural phenomenon, or an abstract idea that do not meet the eligibility requirements should be rejected as non-statutory, patent ineligible subject matter; however, method of treatment claims that practically apply natural relationships should be considered patent eligible. We cannot assure investors that our patent portfolio will not be negatively impacted by the current uncertain state of the law, new court rulings or changes in guidance or procedures issued by the USPTO. From time to time, the U.S. Supreme Court, other federal courts, the U.S. Congress or the USPTO may change the standards of patentability and validity of patents within the genomic diagnostic space, and any such changes could have a negative impact on our business.

The laws of some non-U.S. countries do not protect intellectual property rights to the same extent as the laws of the United States, and many companies have encountered significant problems in protecting and defending such rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement of our patents. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business; the foreign court may find that our enforced patent is invalid or unenforceable.

Changes in either the patent laws or in interpretations of patent laws in the United States or other countries may diminish the value of our intellectual property. We cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents. For example:

•We might not have been the first to make the inventions covered by each of our pending patent applications.

•We might not have been the first to file patent applications for these inventions.

•Others may independently develop similar or alternative products and technologies or duplicate any of our products and technologies.

•It is possible that our pending patent applications will not result in issued patents, and even if they issue as patents, they may not provide a basis for commercially viable products, may not provide us with any competitive advantages, or may be challenged and invalidated by third parties.

•We may not develop additional proprietary products and technologies that are patentable.

•The patents of others may have an adverse effect on our business.

•We apply for patents covering our products and technologies and uses thereof, as we deem appropriate. However, we may fail to apply for patents on important products and technologies in a timely fashion or at all.

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In addition to pursuing patents on our technology, we take steps to protect our intellectual property and proprietary technology by entering into confidentiality agreements and intellectual property assignment agreements with our employees, consultants, corporate partners and, when needed, our advisors. Similarly, where permitted by applicable law, we enter into non-compete agreements with certain of our employees. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorized disclosure. Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, it would be expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets.

In addition, competitors could purchase our products and attempt to replicate some or all of the competitive advantages we derive from our development efforts, willfully infringe our intellectual property rights, design around our protected technology or develop their own competitive technologies that fall outside of our intellectual property rights. In addition, competitors may develop their own versions of our technology in countries where we did not apply for patents, where our patents have not issued or where our intellectual property rights are not recognized and compete with us in those countries and markets. If our intellectual property is not adequately protected so as to protect our market against competitors’ products and methods, our competitive position could be adversely affected, as could our business.

We have not yet registered certain of our trademarks in all of our potential markets. If we apply to register these trademarks, our applications may not be allowed for registration, and our registered trademarks may not be maintained or enforced. In addition, opposition or cancellation proceedings may be filed against our trademark applications and registrations, and our trademarks may not survive such proceedings. If we do not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise would.

To the extent our intellectual property, including licensed intellectual property, offers inadequate protection, or is found to be invalid or unenforceable, we would be exposed to a greater risk of direct competition. If our intellectual property does not provide adequate protection against our competitors’ products, our competitive position could be adversely affected, as could our business. Both the patent application process and the process of managing patent disputes can be time consuming and expensive.

Geopolitical actions in the United States and in foreign countries could increase the uncertainties and costs surrounding the prosecution or maintenance of our patent applications or those of any current or future licensors, and maintenance, enforcement or defense of our issued patents or those of any current or future licensors. For example, the United States and foreign government actions related to Russia’s invasion of Ukraine may limit or prevent filing, prosecution and maintenance of patent applications in Russia. Government actions may also prevent maintenance of issued patents in Russia. These actions could result in abandonment or lapse of our patents or patent applications, resulting in partial or complete loss of patent rights in Russia. If such an event were to occur, it could have a material adverse effect on our business. In addition, a decree was adopted by the Russian government in March 2022, allowing Russian companies and individuals to exploit inventions owned by patentees that have citizenship or nationality in, are registered in, or have a predominately primary place of business or profit-making activities in the United States and other countries that Russia has deemed unfriendly without consent or compensation. Consequently, we would not be able to prevent third parties from practicing our inventions in Russia or from selling or importing products made using our inventions in and into Russia. Accordingly, our competitive position may be impaired, and our business, financial condition, results of operations and prospects may be adversely affected.

We depend on certain technologies that are licensed to us. We do not control these technologies and any loss of our rights to them could prevent us from selling our products.

We rely on licenses in order to be able to use various proprietary technologies including our core digital molecular barcoding technology licensed from the Institute for Systems Biology and technology relating to Prosigna licensed from Veracyte. We do not own the patents that underlie these licenses. Our rights to use these technologies and employ the inventions claimed in the licensed patents are subject to the continuation of and compliance with the terms of those licenses.

We may need to license other technologies to commercialize future products. We may also need to negotiate licenses to patents and patent applications after launching any of our commercial products. Our business may suffer if the patents or patent applications are unavailable for license or if we are unable to enter into necessary licenses on acceptable terms.

In some cases, we do not control the prosecution, maintenance, or filing of the patents to which we hold licenses, or the enforcement of these patents against third parties. Some of our patents and patent applications were either acquired from another company who acquired those patents and patent applications from yet another company, or are licensed from a third party. Thus, these patents and patent applications were not written by us or our attorneys, and we did not have control over the drafting and prosecution. The former patent owners and our licensors might not have given the same attention to the drafting

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and prosecution of these patents and applications as we would have if we had been the owners of the patents and applications and had control over the drafting and prosecution. We cannot be certain that drafting or prosecution of the licensed patents and patent applications by the licensors has been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights.

Enforcement of our licensed patents or defense of any claims asserting the invalidity of these patents is often subject to the control or cooperation of our licensors. Certain of our licenses contain provisions that allow the licensor to terminate the license upon specific conditions. Therefore, our business may suffer if these licenses terminate, if the licensors fail to abide by the terms of the license or fail to prevent infringement by third parties or if the licensed patents or other rights are found to be invalid. Our rights under the licenses are subject to our continued compliance with the terms of the license, including the payment of royalties due under the license. Because of the complexity of our products and the patents we have licensed, determining the scope of the license and related royalty obligation can be difficult and can lead to disputes between us and the licensor. An unfavorable resolution of such a dispute could lead to an increase in the royalties payable pursuant to the license or termination of the license. If a licensor believes that we are not paying the royalties due under the license or are otherwise not in compliance with the terms of the license, the licensor might attempt to revoke the license. If such an attempt were successful, we might be barred from producing and selling some of our products.

In addition, certain of the patents we have licensed relate to technology that was developed with U.S. government grants. Federal regulations impose certain domestic manufacturing requirements with respect to some of our products embodying these patents. Additionally, under the Bayh-Dole Act, the U.S. government has certain rights to inventions developed with such grants.

We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.

Many of our employees were previously employed at universities or other life sciences companies, including our competitors or potential competitors. We or our employees may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights. A loss of key research personnel work product could hamper or prevent our ability to commercialize certain potential products, which could severely harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

Our products contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products.

Our products contain software tools licensed by third-party authors under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar products with less development effort and time and ultimately could result in a loss of product sales.

Although we monitor our use of open source software to avoid subjecting our products to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our products. Moreover, we cannot assure investors that our processes for controlling our use of open source software in our products will be effective. If we are held to have breached the terms of an open source software license, we could be required to seek licenses from third parties to continue offering our products on terms that are not economically feasible, to re-engineer our products, to discontinue the sale of our products if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, operating results, and financial condition.

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We use third-party software that may be difficult to replace or cause errors or failures of our products that could lead to lost customers or harm to our reputation.

We use software licensed from third parties in our products. In the future, this software may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of this software could result in delays in the production of our products until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. In addition, any errors or defects in third-party software, or other third-party software failures, could result in errors, defects or cause our products to fail, which could harm our business and be costly to correct. Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our customers or third-party providers that could harm our reputation and increase our operating costs.

We will need to maintain our relationships with third-party software providers and to obtain software from such providers that does not contain any errors or defects. Any failure to do so could adversely impact our ability to deliver reliable products to our customers and could harm our results of operations.

Risks Related to Ownership of Our Common Stock

The price of our common stock may be volatile, and you could lose all or part of your investment.

The trading price of our common stock has fluctuated and may continue to fluctuate substantially. The trading price of our common stock depends on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause stockholders to lose all or part of their investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock include the following:

•actual or anticipated quarterly variation in our results of operations or the results of our competitors;

•announcements by us or our competitors of new products, significant contracts or commercial relationships;

•developments in our pending litigations with 10x Genomics, Inc. and its co-plaintiffs;

•adverse regulatory announcements;

•issuance of new or changed securities analysts’ reports or recommendations for our stock;

•developments or disputes concerning our intellectual property or other proprietary rights;

•commencement of, or our involvement in, litigation;

•volatility and uncertainty in U.S. and international markets resulting from the spread of COVID-19 and its variants and related containment and mitigation measures, rising interest rates, potential economic recession and other deteriorating factors in the macroeconomic environment;

•market conditions in the research market;

•manufacturing disruptions;

•any future sales of our common stock or other securities;

•any change to the composition of the board of directors or key personnel, including developments relating to our reductions in workforce announced in November 2022 and October 2023;

•announcements by us or our competitors of significant acquisitions or divestitures, strategic partnerships, joint ventures or capital commitments;

•general economic conditions and slow or negative growth of our markets;

•adverse events or perceptions affecting the U.S. or international financial systems; and

•the other factors described in this “Risk Factors” section.

The stock market in general, and market prices for the securities of life sciences companies like ours in particular, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. In several recent situations where the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and harm our operating results and negatively impact the trading price of our common stock.

Servicing our Secured Notes and our Convertible Notes may require a significant amount of cash, and we may not have sufficient cash flow or the ability to raise the funds necessary to satisfy our obligations under the Secured Notes and

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Convertible Notes, and our current and future indebtedness may limit our operating flexibility or otherwise affect our business.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance any current or future indebtedness, including the Secured Notes, when issued, and the Convertible Notes, or to make cash payments in connection with any conversion of the Convertible Notes or upon any fundamental change if holders of the Convertible Notes require us to repurchase their Convertible Notes for cash, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our indebtedness and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, refinancing or restructuring indebtedness or obtaining additional equity capital on terms that may be onerous and/or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial and operational condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. In addition, our existing and future indebtedness could have important consequences to our stockholders and significant effects on our business. For example, it could:

•make it more difficult for us to satisfy our debt obligations, including the Secured Notes, when issued, and the Convertible Notes;

•increase our vulnerability to general adverse economic and industry conditions;

•require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital and other general corporate purposes;

•result in certain of our debt obligations becoming immediately due and payable or being deemed to be in default if applicable cross default, cross-acceleration and/or similar provisions are triggered;

•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•restrict us from exploiting business opportunities;

•place us at a competitive disadvantage compared to our competitors that have less indebtedness; or

•limit our availability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general purposes.

We may not be able to maintain our listing on the Nasdaq Global Market, or the Nasdaq, or trading on the Nasdaq may otherwise be halted or suspended, which may make it more difficult for investors to sell shares of our common stock and consequently may negatively impact the price of our common stock.

We may in the future fail to comply with the Nasdaq listing rules, including the minimum $1.00 per share closing bid price requirement, the minimum $50.0 million market value of listed securities requirement, and the minimum $15.0 million market value of publicly held shares. From January 1, 2023 to November 2, 2023, our common stock has had a closing bid price as low as $1.20 per share. If our common stock ceases to be listed for trading on the Nasdaq for failure to comply with the minimum $1.00 per share closing bid price requirement or for any other reason, it may harm our stock price, increase the volatility of our stock price, decrease the level of trading activity and make it more difficult for investors to buy or sell shares of our common stock. Additionally, unless our common stock is subsequently listed on another exchange permitted under the indenture for the Convertible Notes, our failure to maintain the listing of our common stock on the Nasdaq would constitute a fundamental change under the indenture for the Convertible Notes which would give holders thereof the right to require us to repurchase their Convertible Notes at a price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the applicable repurchase date, and such failure could also constitute a default under any future indebtedness which could accelerate the maturity date of such debt or trigger other obligations. In addition, certain institutional investors that are not permitted to own securities of non-listed companies may be required to sell their shares adversely affecting the market price of our common stock. If we are not listed on the Nasdaq, our ability to raise capital will be adversely impacted. Additionally, for so long as our non-affiliate public float does not exceed $75 million, the amount of securities that we may sell pursuant to any registration statements on Form S-3 that we may file will be limited to the equivalent of one-third of our public float, which will limit our ability to file or use shelf registration statements on Form S-3 and further limit our ability to raise capital. We have relied significantly on shelf registration statements on Form S-3 for financings in recent years, so any such limitations may harm our ability to raise the capital we need. Trading in our common stock may also be halted or suspended in the future on the Nasdaq due to market or trading conditions at the discretion of the Nasdaq. Any halt or suspension in the trading in our common stock may negatively impact the market price of our common stock.

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Future sales of our common stock in the public market could cause our stock price to fall.

Our stock price could decline as a result of sales of a large number of shares of our common stock or the perception that these sales could occur, including by our officers, directors and their respective affiliates. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

We register the offer and sale of all shares of common stock that we may issue under our equity compensation plans. In addition, in the future, we may issue additional shares of common stock or other equity or debt securities convertible into common stock in connection with a financing, acquisition, litigation settlement, employee arrangements or otherwise. For example, in March 2020 we sold $230 million aggregate principal amount of Convertible Notes in a private placement to qualified institutional buyers for net proceeds of $222.6 million, in October 2020, we sold an aggregate of 5,750,000 shares of common stock in an underwritten public offering for net proceeds of $215.8 million and in November 2023, at the closing of the Exchange Transaction, we will issue 2023 Warrants to purchase 16.0 million shares of our common stock at an exercise price of $1.69 per share in partial exchange for our Convertible Notes. Any such future issuance could result in substantial dilution to our existing stockholders and could cause our stock price to decline.

We have broad discretion over the use of the proceeds from our March 2020 Convertible Notes offering and October 2020 underwritten public offering and may apply the proceeds to uses that do not improve our operating results or the value of your securities.

We have broad discretion over the use of proceeds to us from our March 2020 Convertible Notes offering and October 2020 underwritten public offering and investors will be relying solely on the judgment of our board of directors and management regarding the application of these proceeds. Our use of the proceeds may not improve our operating results or increase the value of the securities offered pursuant to the foregoing fundraising transactions.

Exercise of the 2023 Warrants and transactions relating to our Convertible Notes may dilute the ownership interest of existing stockholders, or may otherwise depress the price of our common stock.

At the closing of the Exchange Transaction, we will issue 2023 Warrants to purchase 16.0 million shares of our common stock at an exercise price of $1.69 per share. Any exercise of the 2023 Warrants would have a dilutive effect on the ownership interest of our existing stockholders. In addition, if the Convertible Notes are converted by holders, we have the ability under the indenture for the Convertible Notes to deliver cash, common stock, or any combination of cash or common stock, at our election upon conversion of the notes. If we elect to deliver common stock upon conversion of the Convertible Notes, it would dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such exercise or conversion, as applicable, could adversely affect prevailing market prices of our common stock.

Anti-takeover provisions in our charter documents and under Delaware or Washington law could make an acquisition of us difficult, limit attempts by our stockholders to replace or remove our current management and limit our stock price.

Provisions of our certificate of incorporation and bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our stock. Among other things, the certificate of incorporation and bylaws:

•permit the board of directors to issue up to 15,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;

•provide that the authorized number of directors may be changed only by resolution of the board of directors;

•provide that all vacancies, including newly-created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

•require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be taken by written consent;

•provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and meet specific requirements as to the form and content of a stockholder’s notice;

•prevent cumulative voting rights (therefore allowing the holders of a plurality of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);

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•provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officer or by the board of directors; and

•provide that stockholders are permitted to amend the bylaws only upon receiving at least two-thirds of the total votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.

At our 2023 annual meeting of stockholders, our stockholders approved a proposal to amend and restate our amended and restated certificate of incorporation to declassify our board of directors. As such, commencing with the election of directors at our next annual meeting in 2024, all directors whose terms are expiring will be elected annually for terms of one year, and our board of directors will be completely declassified and all directors elected on an annual basis to serve one-year terms expiring at the next annual meeting beginning at the 2026 annual meeting of stockholders.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. Likewise, because our principal executive offices are located in Washington, the anti-takeover provisions of the Washington Business Corporation Act may apply to us under certain circumstances now or in the future. These provisions prohibit a “target corporation” from engaging in any of a broad range of business combinations with any stockholder constituting an “acquiring person” for a period of five years following the date on which the stockholder became an “acquiring person.”

Complying with the laws and regulations affecting public companies increases our costs and the demands on management and could harm our operating results.

As a public company, we incur and will continue to incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and The Nasdaq Global Market impose numerous requirements on public companies, including requiring changes in corporate governance practices. Also, the Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. Our management and other personnel must devote a substantial amount of time to compliance with these laws and regulations. These burdens may increase as new legislation is passed and implemented, including any new requirements that the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 may impose on public companies. These requirements have increased and will likely continue to increase our legal, accounting, and financial compliance costs and have made and will continue to make some activities more time consuming and costly. For example, as a public company it is more difficult and more expensive for us to obtain director and officer liability insurance, and in the future we may be required to accept reduced policy limits and coverage or to incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers.

Rules implemented by the SEC pursuant to the Sarbanes-Oxley Act require, among other things, that we assess the effectiveness of our internal control over financial reporting annually and assess the effectiveness of our disclosure controls and procedures quarterly. In particular, Section 404 of the Sarbanes-Oxley Act, or Section 404, requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. Our compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. For example, management concluded that our internal controls over financial reporting were not effective as of December 31, 2019 and 2018, resulting in extensive remediation efforts during 2020 and 2019, including increased staffing and investments in additional technology and other expenses. While we have since remediated the material weakness, maintaining adequate internal control over financial reporting will continue to require significant management attention and the incurrence of additional expense.

Furthermore, investor perceptions of our company may suffer as a result of material weakness findings in our internal controls, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to avoid future material weaknesses, our operations, financial reporting, or financial results could be harmed, and any such material weakness findings could result in an adverse opinion on our internal control over financial reporting from our independent registered public accounting firm.

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Item 5.    Other Information.

Rule 10b5-1 Trading Plans

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1 (f), adopted or terminated a “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Item 6.    Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit Number	Description	Form	File No.	Filing Date	Exhibit	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of the Registrant.	8-K	001-35980	June 27, 2023	3.1
3.2	Amended and Restated Bylaws of the Registrant.	8-K	001-35980	January 27, 2023	3.1
10.1+	2018 Inducement Equity Incentive Plan, as amended.	8-K	001-35980	August 3, 2023	10.1
10.2	Consulting Agreement, dated August 3, 2023, between the Registrant and John Gerace.					X
10.3	Employment Agreement, dated August 28, 2023, between the Registrant and Todd Garland.					X
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a).					X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a).					X
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.					X
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.					X
101.INS	Inline XBRL Instance Document.					X
101.SCH	Inline XBRL Taxonomy Extension Schema Document.					X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.					X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.					X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.					X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.					X
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).					X

+ Indicates a management contract or a compensatory plan, contract or arrangement.

*    The Certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NanoString Technologies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

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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, thereunto duly authorized.

		NANOSTRING TECHNOLOGIES, INC.
Date:	November 6, 2023	By:	/s/ R. Bradley Gray
			R. Bradley Gray
			President and Chief Executive Officer
			(Principal Executive Officer)
Date:	November 6, 2023	By:	/s/ K. Thomas Bailey
			K. Thomas Bailey
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

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EX-10.2

530 Fairview Avenue N

Seattle, WA 98109

VIA EMAIL (john@jdgerace.com)

August 3, 2023

Calabri Biosciences, LLC

Attn: John Gerace

37 Barlett Place

Tustin, CA 92782

Re: Consulting Services

Dear John:

    This letter agreement (this “Agreement”) confirms our mutual understanding with respect to the terms and conditions upon which Calabri Biosciences, LLC (“Calabri”) agrees to provide NanoString Technologies, Inc. (“NanoString”) with Services as set forth below. Unless agreed otherwise in writing, Calabri agrees that John Gerace will be the exclusive provider of the Services on behalf of Calabri. The Services will occur at such time or times as described below or as otherwise mutually agreed to by Calabri and Brad Gray, President and CEO of NanoString, during the term of this Agreement, which begins August 29, 2023 (the “Effective Date”) and lasts until October 31, 2023 (the “Term”).

1.Services Description. Subject to the terms and conditions of this Agreement, Calabri will perform the following services (the “Services”):

-Consult with NanoString regarding matters with which Mr. Gerace was involved as NanoString’s Chief Commercial Officers or otherwise have knowledge on an as-needed basis; and assist with the transition of responsibilities to any new leader of NanoString’s Commercial organization that NanoString may hire during the Term.

2.Performance Schedule. Performance of the Services will occur as mutually agreed to by members of NanoString’s management team and you during the Term.

3.Compensation. As full and complete consideration for Calabri and Mr. Gerace’s delivery of the Services, Calabri will be compensated at a rate of $500 per hour. Calabri will not perform Services in excess of 5 hours a week unless mutually agreed to by Calabri and NanoString. NanoString will reimburse Calabri for the reasonable and necessary expenses incurred by Mr. Gerace in performing the Services, provided that such expenses are approved in advance by NanoString and provided further that Calabri provides NanoString with appropriate documentation for such expenses. Calabri will be paid for Services and approved expenses within thirty days of invoice from Calabri, no more frequently than monthly. Please submit the invoices promptly, as notwithstanding the foregoing, in order to help prevent adverse tax consequences to Calabri and Mr Gerace under Section 409A (as defined below), in no event shall any payment under this Section be made later than March 15th of the calendar year following the calendar year in which such payment was earned. All payments and benefits provided for under this Agreement are intended to be exempt from or otherwise comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and formal guidance thereunder (together, “Section 409A”), so that none of the payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms in the Agreement shall be interpreted to be exempt or so comply. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. In no event will NanoString (or any of its subsidiaries or affiliates) have any liability, responsibility or obligation to reimburse, indemnify or hold harmless Calabri or Mr. Gerace for any taxes imposed, or other costs incurred, as a result of Section 409A.

4.Confidentiality. Calabri and Mr. Gerace agree that during the Term of this Agreement and thereafter, Calabri and Mr. Gerace will not disclose to any third party, orally or in writing, or use, without the prior written consent of NanoString, any NanoString Confidential Information. “NanoString Confidential Information” means all information maintained in confidence by or on behalf of NanoString and disclosed to or otherwise accessed by Calabri or Mr. Gerace. NanoString Confidential Information does not include information that you can demonstrate: (i) has become part of the public domain, except by Calabri or Mr. Gerace’s breach of this Agreement;

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(ii) Calabri and Mr. Gerace rightfully possessed prior to disclosure to Calabri and Mr. Gerace by NanoString; or (iii) Calabri and Mr. Gerace learned from a third party that has no duty of confidentiality to NanoString.

5.Compliance. Calabri and Mr. Gerace will comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority applicable to the performance of the Services, as well as NanoString’s policies and procedures that are communicated to Calabri and Mr. Gerace. Each of Calabri and Mr. Gerace represent that their execution and performance of this Agreement does not conflict with any other agreement or obligations to which they are bound. Calabri and Mr. Gerace further represent that they (i) are not under investigation by any regulatory agency for debarment or presently debarred by any regulatory agency, (ii) have not been disqualified by any regulatory agency and do not have a disqualification hearing pending, and (iii) have not engaged in any conduct or activity that could lead to any of the above-mentioned disqualification or debarment actions. Calabri and Mr. Gerace agree to promptly notify NanoString of any changes related to the foregoing.

6.Intellectual Property. All intellectual property rights that (a) are owned or held by NanoString prior to this Agreement; (b) are created, developed, improved, or reduced to practice by NanoString independently of the Services performed by you hereunder; or (c) that result from your use of NanoString Confidential Information or NanoString intellectual property, are “NanoString IP.” NanoString IP is the sole and exclusive property of NanoString. Calabri and Mr. Gerace hereby assign to NanoString all right and title to and interest in NanoString IP that they may have or acquire. Calabri and Mr. Gerace further grant to NanoString a fully paid-up, royalty-free, non-exclusive, sublicensable, worldwide, irrevocable, perpetual license to use for any purpose (x) any feedback and other information you provide to NanoString and (y) any of Calabri and Mr. Gerace intellectual property incorporated into any deliverables they provide to NanoString, in each case in connection with the Services.

7.Termination. Either Calabri or NanoString may terminate this Agreement at any time upon ten (10) days’ written notice to the other party for any or no reason. The provisions of this Agreement that by their nature would continue beyond termination or expiration of this Agreement shall survive termination or expiration of this Agreement.

8.Miscellaneous. Calabri will provide the Services as an independent contractor and this Agreement does not create an employment relationship of any kind with either Calabri or Mr. Gerace. Neither Calabri nor Mr. Gerace are an agent, representative or spokesperson of NanoString. Calabri is responsible for payment of all taxes due on fees paid to it for the Services. The validity, interpretation and performance of this Agreement and any dispute connected herewith shall be governed by and construed in accordance with the laws of the State of Washington without regard to its conflict of laws provisions. Exclusive jurisdiction will be with the courts of the State of Washington. This Agreement contains the entire and complete agreement between the parties and supersedes all prior oral and/or written agreements with respect to the subject matter hereof. Notwithstanding the foregoing, Mr. Gerace acknowledges, reaffirms, and agrees to abide by all of the continuing obligations (including, without limitation, the nondisclosure obligations and restrictive covenants) under his Proprietary Information and Inventions Agreement dated as of January 6, 2022, which governed Mr. Gerace’s prior employment relationship with NanoString, and which is not altered or superseded by this Agreement. The terms of this Agreement may be not modified or amended except in writing and signed by both parties. This Agreement may be executed in counterparts, including by facsimile or PDF, each of which will be deemed an original and together will constitute one agreement binding on all parties.

Please indicate your acceptance and agreement of the terms and conditions of this Agreement by signing this letter at the place indicated below and returning it to me.

Sincerely,

/s/ R. Bradley Gray

Brad Gray

President and CEO

NanoString Technologies, Inc.

Agreedasofthedatefirstwrittenabove:

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CalabriBiosciences,LLC

Signed: /s/ John D. Gerace

Print Name: John D. Gerace

Its: President

Inhiscapacityasthesoleproviderofthe Services on behalf of Calabri and with respect to Sections 4 through 6 of this Agreement and Section 8 of this Agreement:Agreed as of the date first written above:

JohnD. Gerace

Signed: /s/ John D. Gerace

Print Name: John D. Gerace

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EX-10.3

NANOSTRING TECHNOLOGIES, INC.

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into, effective as of August 28, 2023 (the “Effective Date”), by and between NanoString Technologies, Inc. (the “Company”) and Jonathan Todd Garland (“Executive”).

1.Duties and Scope of Employment.

(a)Positions and Duties. As of the Effective Date, Executive will serve as the Chief Commercial Officer of the Company, reporting to the Company’s President and Chief Executive Officer (“CEO”). Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company, as shall be assigned to Executive by the CEO. The period of Executive’s employment under this Agreement is referred to herein as the “Employment Term.” Executive will be based remotely in Shingle Springs, California and will be required to travel on a regular basis, initially estimated to be about 50% of the time each month, a portion of which would include regular travel to the Company’s Seattle headquarters.

(b)Obligations. Executive agrees that, to the best of Executive’s ability and experience, Executive will, at all times during the term of Executive’s employment, loyally and conscientiously perform all of the duties and obligations required of and from Executive pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company and in accordance with each of the Company’s corporate guidance and ethics guidelines, conflict of interest policies, code of conduct and Employee Handbook and policies. During the term of Executive’s employment, Executive further agrees that Executive will devote Executive’s full business time and attention to the business of the Company, and that the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, Executive will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company’s Board of Directors, and Executive will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Nothing in this Agreement will prevent Executive from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange, provided that these activities are in compliance with our Code of Conduct.

2.At-Will Employment. Executive and the Company agree that Executive’s employment with the Company constitutes “at-will” employment. Executive and the Company acknowledge that this employment relationship may be terminated by either Executive or the Company, at any time, upon written notice to the other Party, with or without cause, for any reason or no reason. Executive understands and agrees that neither Executive’s job performance nor promotions, commendations, bonuses, or the like from the Company alter Executive’s at-will status or give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of Executive’s employment with the Company.

3.Compensation.

(a)Base Salary. During the Employment Term, Executive will remain classified as an exempt employee and paid a bi-weekly salary of $17,307.70 which is equivalent to $450,000.20 on an annualized basis (the “Base Salary”). Executive’s salary will be payable, less applicable withholdings, in bi-weekly payments pursuant to the Company’s regular payroll policy.

The Base Salary may change at the Company’s discretion; for the avoidance of doubt, no such change shall override any rights Executive may have pursuant to this Agreement to resign for Good Reason. Executive may be eligible for an annual salary increase as part of the Company’s annual executive compensation review, subject to the approval of the Compensation Committee of the Board of Directors.

(b)Target Bonus. During the Employment Term, Executive shall be eligible to be considered for an annual, performance-based, cash bonus (the “Target Bonus”) with a target amount of 50% of Executive’s Base Salary for each calendar year, which bonus shall be awarded in the sole discretion of the Compensation and Human Capital Committee of the Board (the “Committee”) based on a recommendation from the CEO, which shall be based on Executive’s and/or the Company’s performance in the prior calendar year against metrics established for such year by the Company. Any bonus awarded generally shall be paid, less applicable withholdings, by no later than March 15 following the calendar year to which the bonus corresponds. Because a key purpose of the Company’s bonus program is retention, if Executive’s employment terminates for any reason prior to the payment date of the applicable bonus for a given year, then Executive shall not have earned the bonus for such year and the Company shall have no obligation to pay a bonus to Executive for such year.The Corporate bonus program currently has a maximum payout of 200% of target incentive.

(c)Optional Relocation. At Executive’s option, Executive may choose to relocate to and/or establish residency in the Seattle metropolitan area. Any other relocation must be approved in advance by the Company.

(d)Sign-On Bonus. Executive will be eligible for a one-time sign-on bonus paid in two (2) equal payments: 1) $100,000 paid within 90 days of Executive’s hire date and 2) the remaining $100,000 paid within 180 days of Executive’s hire date, in each case subject to Executive’s continued employment with the Company through the date the applicable installment is paid. Normal tax withholdings will apply. If Executive terminates Executive’s employment before the date that is twelve (12) months from Executive’s hire date, Executive will be required to repay this sign-on bonus in full within thirty (30) days following Executive’s final day of employment with the Company.

(e)Review and Adjustments. Executive’s Base Salary, Target Bonus, and other compensatory arrangements will be subject to review and adjustment in accordance with the Company’s applicable policies

(f)Initial Equity Grant.

(i)Initial Grant of Restricted Stock Units. As a material inducement to Executive accepting employment with the Company, the Company will recommend to the Committee that it grant Executive 200,000 Restricted Stock Units (the “New Hire RSUs”) as Executive’s initial new hire grant. The New Hire RSUs will be scheduled to vest as to one third of the total number of units on the first market trading day on or after each of three anniversaries of the grant date, subject to Executive’s continued service with the Company through each such vesting date. The New Hire RSUs will be subject to the terms, definitions, and conditions, including vesting requirements, of the Company’s 2022 Equity Incentive Plan (the “2022 Equity Plan”) and/or the Company’s 2018 Inducement Plan (the “2018 Inducement Plan”) and a restricted stock unit agreement between Executive and the Company (the “New Hire RSU Agreement”), both of which are incorporated herein by reference. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continued vesting or employment.

(ii)Change in Control. In the event that there is a “Change in Control” (as such term is defined in the 2022 Equity Plan) and if upon or during the twelve (12) months following

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such Change in Control, Executive has an Involuntary Termination (as such term is defined below in this Agreement), then, in each case, subject to Section 7, one hundred percent (100%) of the unvested portion of the New Hire RSUs shall vest and become exercisable at the time of Executive’s termination of employment.

(iii)The description of the New Hire RSUs in this Section 3(e) is qualified in its entirety to the actual terms as shall be set forth in the 2022 Equity Plan or 2018 Inducement Plan, as applicable, and the New Hire RSU Agreement.

4.Limitation on Payments. In the event that the benefits provided for in this Agreement or otherwise payable to Executive (x) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (y) but for this Section 4 would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits will be either (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, reduction shall occur in the following order: first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; second, cancellation of accelerated vesting of equity awards, which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section will be made in writing by a well-recognized independent public accounting firm chosen by the Company (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

5.Employee Benefits.

(a)Generally. During the Employment Term, Executive is eligible to participate in the employee benefit plans maintained by the Company including, without limitation, the medical, dental, vision, life, flexible spending account, and disability plans available to similarly situated employees subject to their terms, including eligibility requirements, in effect from time to time. The Company may cancel or change the benefit plans and programs it offers to the Company’s employees at any time.

(b)Paid Time Off. During the Employment Term, Executive will be entitled to paid time off (“PTO”)in accordance with the Company’s executive PTO policy. Executive acknowledges that under the current executive PTO policy, no PTO accrues. PTO shall be taken at such time as mutually and reasonably agreed by Executive and the Company and in accordance with

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the Company’s policies in effect from time to time for other similarly situated employees. Executive will receive paid holidays in accordance with the Company’s regular holiday practices.

(c)Expenses. The Company will reimburse Executive for reasonable travel, entertainment, and other expenses incurred by Executive in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

6.Termination of Employment.

(a)Accrued Obligations. In the event Executive’s employment with the Company terminates for any reason, Executive will be entitled to any (a) unpaid Base Salary accrued up to the effective date of termination; (b) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive; and (c) unreimbursed business expenses required to be reimbursed to Executive pursuant to the Company’s expense reimbursement policy and applicable law; and (d) rights to indemnification Executive may have under the Company’s Certificate of Incorporation, and By-Laws of the Company or separate indemnification agreement. Any voluntary resignation by Executive that is accelerated by the Company shall continue to be deemed a voluntary resignation, notwithstanding such acceleration, and shall not, under any circumstances, constitute a termination without Cause.

(b)Termination of Employment Without Cause or With Good Reason. If, (i) Executive terminates employment with the Company (or any affiliate) for Good Reason or (ii) the Company (or any affiliate) terminates Executive’s employment without Cause, subject to Section  6(d), Section 7 and Section 11 (each of (i) and (ii) referred to as an “Involuntary Termination”), Executive will be eligible to receive severance pay (less applicable tax withholdings) at a rate equal to Executive’s Base Salary rate, as then in effect, for a period of six (6) months (such payments shall be paid periodically in accordance with the Company’s normal payroll policies) and if Executive elects continuation coverage pursuant to COBRA (as defined below) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents for a period of six (6) months, except that the right to future COBRA payments shall terminate on the date upon which Executive ceases to be eligible for coverage under COBRA; provided, however, that if such Involuntary Termination occurs upon or within twelve (12) months following a Change in Control (as defined in the 2022 Equity Plan), (i) Executive shall instead be entitled to a lump sum payment equal to twelve (12) months of Executive’s then-effective Base Salary, and an additional lump sum payment equal to Executive’s Target Bonus, calculated based on the completion of a full calendar year and at the Target Bonus percentage (as a percentage of then-current Base Salary) then in effect times the then-effective Base Salary, with no reductions or considerations respecting the Executive’s performance (all less applicable tax withholdings) and (ii) if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents for a period of twelve (12) months following the date of Involuntary Termination, except that the right to future COBRA payments shall terminate the date upon which Executive ceases to be eligible for coverage under COBRA. If Executive becomes entitled to receive severance pay pursuant to this Section, Executive will not be entitled to any other severance benefits (other than as provided by Section 3(f)(ii) of this Agreement) or similar payments except in accordance with the Company’s established policies as then in effect.    

(c)Termination by Reason of Death or Disability. If Executive’s employment with the Company terminates as a result of Executive’s death or “Disability” (as defined in Section 9 below), Executive or Executive’s estate or representative will receive all salary accrued (plus any

4

other amounts payable as determined by the Board in its sole discretion) as of the date of Executive’s death or Disability and any other benefits payable under the Company’s then-existing benefit plans and policies in accordance with such plans and policies in effect on the date of death or Disability and in accordance with applicable law. Such payments shall be made by the Company periodically in accordance with the Company’s normal payroll policies with respect to each element of such payments. For the avoidance of doubt, Executive’s termination of employment or service due to Executive’s death or Disability will not be deemed a termination without Cause for purposes of this Agreement.

(d)Release. Notwithstanding anything to the contrary, the payments and benefits under Section 6(b) are contingent upon Executive signing and not revoking a separation agreement and release of claims with the Company in a form specified by the Company (which release provided to Executive may include a general release of claims Executive may have against the Company and related entities and persons, an agreement not to disparage the Company and related entities and persons, non-solicit, cooperation and confidentiality provisions, and other standard terms) (the “Release”), which Release shall be provided to Executive within five (5) days after the Executive’s termination of employment, and such Release becoming effective and irrevocable no later than sixty (60) days following the date of termination of employment (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance payments or benefits under this Agreement. In no event will Executive’s payments be paid or provided until the Release actually becomes effective and irrevocable. Subject to Section 7 below, any severance payments and benefits under this Agreement will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 7; provided, however, that any acceleration of vesting of options and restricted stock (if any) will be provided on the Release effectiveness date. Except as required by Section 7, any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment of any severance payments or benefits.

7.Section 409A.

(a)Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A.

(b)Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Executive’s separation from service, will become payable on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be

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payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(c)Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Section.

(d)Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the “Section 409A Limit” (as defined below) will not constitute Deferred Payments for purposes of this Section. For purposes of this Agreement, “Section 409A Limit” means two (2) times the lesser of: (x) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto, or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated. For the avoidance of doubt, separation payments under this Agreement will in no instance be paid later than the last day of the second taxable year of the Executive following the Executive’s taxable year in which Executive’s separation from service occurs.

(e)The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance or other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or to so comply. In no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless Executive for any taxes or costs that may be imposed on or incurred by Executive as a result of Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate, or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Executive agrees and acknowledges that the Company makes no representations or warranties with respect to the application of Section 409A and other tax consequences to any payments hereunder and, by the acceptance of any such payments, Executive agrees to accept the potential application of Section 409A and the other tax consequences of any payments made hereunder.

8.Arbitration.

(a)    General. In consideration of Executive’s service to the Company, Executive’s promise to arbitrate all employment related disputes and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company under this Agreement or otherwise or the termination of Executive’s service with the Company, including any breach of this Agreement, shall be subject to binding arbitration pursuant to the Federal Arbitration Act (9 U.S.C. § 1 et seq.) (the “FAA”).  The

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FAA’s substantive and procedural provisions shall exclusively govern and apply with full force and effect to this arbitration agreement, including its enforcement, and any state court of competent jurisdiction shall compel arbitration in the same manner as a federal court under the FAA. Executive further agrees that, to the fullest extent permitted by law, Executive may bring any arbitration proceeding only in Executive’s individual capacity, and not as a plaintiff, representative, or class member in any purported class, collective, or representative lawsuit or proceeding. Executive understands, however, that nothing in this agreement to arbitrate prevents Executive from bringing a representative lawsuit or proceeding as permitted by the California Labor Code’s Private Attorneys General Act of 2004. To the fullest extent permitted by law,Executive agrees to arbitrate any and all common law and/or statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, claims relating to employment status, claims relating to compensation (cash, equity, bonus, or otherwise), claims relating to classification, and claims of harassment, discrimination, wrongful termination, and breach of contract. To the fullest extent permitted by law, Executive also agree to arbitrate any and all disputes arising out of or relating to the interpretation or application of this agreement to arbitrate, but not disputes about the enforceability, revocability, or validity of this agreement to arbitrate or the class, collective, and representative proceeding waiver herein. With respect to all such claims and disputes that Executive agrees to arbitrate, Executive hereby expressly agrees to waive, and does waive, any right to a trial by jury. Executive further understands that this agreement to arbitrate also applies to any disputes that the Company may have with Executive. Executive understands that nothing in this agreement to arbitrate requires Executive to arbitrate claims that cannot be arbitrated under the Sarbanes-Oxley act or other law that expressly prohibits arbitration of a claim notwithstanding the application of the FAA.

(b) Procedure. Executive and the Company agree that any arbitration will be administered by JAMS, pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Employment Rules”), which are available at http://www.jamsadr.com/rules-employment-arbitration/ and from the Company. If the JAMS Employment Rules cannot be enforced as to the arbitration, then the Company and Executive agree that they will arbitrate the dispute utilizing the JAMS Comprehensive Arbitration Rules and Procedures or such rules as the arbitrator may deem most appropriate for the dispute (the rules under which the arbitration is administered, whether the JAMS Employment Rules or otherwise, are referred to herein as the “JAMS Rules”). In the event of any conflict between the terms of this section 8(b) and the JAMS Rules, this Section 8(b) shall take precedence. The Company and Executive agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, and motions to dismiss and demurrers, applying the standards set forth for such motions under the California Code of Civil Procedure. The Company and Executive agree that the arbitrator shall issue a written decision on the merits. The Company and Executive also agree that the arbitrator shall have the power to award any remedies available under applicable law, and that the arbitrator may award attorneys’ fees and costs to the prevailing party, where permitted by applicable law. The Company and Executive agree that the decree or award rendered

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by the arbitrator may be entered as a final and binding judgment in any court having jurisdiction thereof. Executive understands that the Company will pay for any administrative or hearing fees charged by the arbitrator or JAMS except that Executive shall pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fees as Executive would have instead paid had Executive filed a complaint in a court of law that would have had jurisdiction over such complaint. Subject to the FAA’s exclusive applicability to the enforcement of this agreement to arbitrate, the Company and Executive agree that the arbitrator shall administer and conduct any arbitration hearing or proceeding applying California substantive and decisional law and the California Code of Civil Procedure, including the California Civil Discovery Act. Unless another location is mutually agreed by the Company and Executive, any arbitration under this agreement to arbitrate shall be conducted in Sacramento County, California.

(c)    Remedy. For purposes of seeking provisional remedies only, the Company and Executive agree that the Company and Executive shall be entitled to pursue any provisional remedy permitted by the California Arbitration Act (California Code Civ. Proc. § 1281.8), or otherwise provided by this agreement to arbitrate or available under the FAA. Except for such provisional relief, the Company and Executive agree that any relief otherwise available to them under applicable law shall be pursued solely and exclusively in arbitration pursuant to the terms of this agreement to arbitrate.

    (e)    Administrative Relief. Executive understands that this Agreement does not prohibit Executive from pursuing an administrative claim with a local, state or federal administrative body such as the California Department of Fair Employment and Housing, the Equal Employment Opportunity Commission or the workers’ compensation board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim.

9.Definitions.

(a)Cause. For purposes of this Agreement, “Cause” for a termination of Executive will exist if Executive is terminated for any of the following reasons:

(i)Executive’s failure to substantially perform Executive’s duties and responsibilities to the Company (other than a failure from Executive’s Disability) after receiving written notice of the alleged failure and ten (10) days opportunity to cure;

(ii)Executive’s commission of any act of fraud, embezzlement, dishonesty or misrepresentation;

(iii)Executive’s violation of any federal or state law or regulation applicable to the business of the Company or its affiliates;

(iv)Executive’s breach of any confidentiality agreement or invention assignment agreement between Executive and the Company (or any affiliate of the Company);

(v)Executive’s being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates; or

(vi)Executive’s failure to provide the Company with proof of Executive’s authorization to work in the U.S.

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The determination as to whether Executive is being terminated for Cause shall be based on a good faith determination by the Board.

(b)Disability. For purposes of this Agreement, “Disability” shall mean that Executive has been unable to perform Executive’s duties hereunder, with or without reasonable accommodation, as the result of Executive’s incapacity due to a physical or mental condition, and such inability, which continues for at least 120 consecutive calendar days or 150 calendar days during any consecutive twelve (12) month period, is determined to be total and permanent by a physician selected by the Company and its insurers and acceptable to Executive or to Executive’s legal representative (with such agreement on acceptability not to be unreasonably withheld).

(c)Good Reason. For purposes of this Agreement, “Good Reason” shall mean Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of any one or more of the following, without Executive’s express written consent:

(i)the assignment to Executive of any duties or the reduction of Executive’s duties, either of which results in a material diminution in Executive’s position or responsibilities with the Company; provided that, it being understood that the continuance of Executive’s duties and responsibilities at the subsidiary or divisional level following a Change in Control (as defined in the Equity Plan), rather than at the parent, combined, or surviving company level following such Change in Control shall not be deemed Good Reason within the meaning of this clause (i);

(ii)a material reduction by the Company in the base salary of Executive;

(iii)a material change in the geographic location at which Executive must perform services (for purposes of the foregoing, the relocation of Executive to a facility or a location less than 25 miles from Executive’s then-present location shall not be considered a material change in geographic location); or

(iv)any material breach by the Company of any material provision of this Agreement.

Executive’s resignation will not be deemed to be for Good Reason unless Executive has first provided the Company with written notice of the acts or omissions constituting the grounds for Good Reason within ninety (90) days of the initial existence of the grounds for Good Reason and a reasonable cure period of thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period. The determination as to whether Executive resigned for Good Reason shall be based on a good faith determination by the Board or the Committee.

10.Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company’s Certificate of Incorporation or Bylaws, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement.

11.Confidentiality Agreement. As a condition of employment, Executive is required to execute and abide by, the Confidential Information and Invention Assignment Agreement attached hereto as Exhibit 1 (the “Confidentiality Agreement”). In the event that Executive, at his option, chooses to relocate to and/or establish residency in the Seattle metropolitan area (or, if permitted by the Company, elsewhere in Washington State), Executive is also required to execute the Proprietary

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Information and Inventions Agreement attached hereto as Exhibit 2 (or in a form substantially similar to Exhibit 2, as may updated by the Company in its discretion to reflect intervening changes in law or other changes to the Company’s standard form of Confidential Information and Invention Assignment Agreement) (the “Washington Confidentiality Agreement”), which Executive agrees will go into effect upon Executive primarily residing and working in Washington State and Executive’s establishment of residency in Washington State, as reflected in the Company’s payroll records. Executive acknowledges and agrees that in the event Executive relocates to a location outside of California or Washington, as determined in the Company’s discretion, Executive may be required to execute the Company’s then-current version of the Confidentiality Agreement applicable to such jurisdiction (“Replacement Confidentiality Agreement”). Executive’s failure to do any of the foregoing will constitute termination for Cause. Executive agrees and acknowledges that Executive’s right to receive the severance benefits set forth in Section 6 shall be conditioned upon Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement, the Washington Confidentiality Agreement (upon its effectiveness), or any Replacement Confidentiality Agreement.

12.Protected Activity Not Prohibited. Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law. In addition, Executive understands that nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Notwithstanding the preceding, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts in the workplace or the activity otherwise protected in this paragraph. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. In addition, pursuant to the Defend Trade Secrets Act of 2016, Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, Executive understands that nothing in this Agreement (i) limits employees’ rights to discuss or disclose wages, benefits, or terms and conditions of employment as protected by applicable law, including any rights under Section 7 of the National Labor Relations Act, or (ii) otherwise impairs employees from assisting other Company employees and/or former employees in the exercise of their rights under Section 7 of the National Labor Relations Act.

13.Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (i) on the date of delivery if delivered personally; (ii) one (1) day after being sent overnight by a well-established commercial overnight service; or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the Parties or their successors at the following addresses, or at such other addresses as the Parties may later designate in writing:

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If to the Company:

NanoString Technologies, Inc.

530 Fairview Ave. N., Suite 2000

Seattle, WA 98109

Attn: CEO

Copy to: General Counsel

If to Executive:

to the last residential address known by the Company.

14.Severability. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision.

15.Integration, Entire Agreement. This Agreement, together with the Confidentiality Agreement and the Washington Confidentiality Agreement (upon its effectiveness), and any written indemnification agreement with the Company, represents the entire agreement and understanding between the Parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing and signed by duly authorized representatives of the Parties hereto. In entering into this Agreement, no Party has relied on or made any representation, warranty, inducement, promise, or understanding that is not in this Agreement.

16.Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

17.Headings. All captions and Section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

18.Taxation. All payments made pursuant to this Agreement will be subject to withholding of any applicable taxes. Executive acknowledges that Executive has reviewed with Executive’s own tax advisors the federal, state, local, and foreign tax consequences of payments and transactions described in this Agreement, and Executive is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Executive understands that Executive (and not the Company) shall be responsible for any tax liability (other than employment tax liability owed by the Company) that may arise as a result of the payments and transactions contemplated by this Agreement.

19.Successors and Assigns. This Amendment and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns, and legal representatives.

20.Governing Law. This Agreement will be governed by the laws of the state of California without regard to its conflict of laws provisions.

21.Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from an attorney of Executive’s choice, has had sufficient time to review this Agreement, has carefully read this Agreement, and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

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22.Counterparts. This Agreement may be executed in counterparts by facsimile or email PDF, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

(signature page follows)

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IN WITNESS WHEREOF, each of the Parties has executed this Agreement, in the case of the Company by a duly authorized officer, as of the day and year written below.

“COMPANY”

NANOSTRING TECHNOLOGIES, INC.

By:         Date:

Name: R. Bradley Gray        

Title: President and CEO

“EXECUTIVE”

Jonathan Todd Garland

        Date:

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EXHIBIT 1

“Confidentiality Agreement”

(attached)

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NANOSTRING TECHNOLOGIES, INC.

CONFIDENTIAL PROPIETARY INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT

(CALIFORNIA RESIDENT EMPLOYEES)

As a condition of my becoming employed (or my employment being continued) by NanoString Technologies, Inc., a Delawarecorporation(the “Company”), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

1.    Duties. I will perform for the Company such duties as may be designated by the Company from time to time. During the Relationship (as hereinafter defined), I will devote my best efforts to the interests of the Company and will not engage in other employment or in any activities detrimental to the best interests of the Company without the prior written consent of the Company. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the “Relationship.”

2.    At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability.

3.    Confidential Information.

(a)    Company Information. I agree at all times during the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform my obligations to the Company under the Relationship, or to disclose to any person, firm, corporation or other entity without written authorization of the Board of Directors of the Company, any Confidential Information of the Company which I obtain or create. I further agree not to make copies of such Confidential Information except as authorized by the Company. I understand that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship), prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by me during the Relationship, whether or not during working hours. I understand that Confidential Information includes, but is not limited to, information pertaining to any aspect of the Company’s business which is either information not known by actual or potential competitors of the Company or other third parties not under confidentiality obligations to the Company, or is otherwise proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise. I further understand that Confidential Information does not include any of the foregoing items which has become publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. I understand that Confidential Information does not include general information about my general knowledge, skill, and experience acquired during the course of or in connection with my employment and that that I could reasonably have been expected to acquire in similar work with another employer. I further understand that nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working

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conditions of their employment, as protected by applicable law. Further, I understand that nothing in this Agreement prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful.

(b)    Prior Obligations. I represent that my performance of all terms of this Agreement as an employee of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of the Relationship, and I will not disclose to the Company or use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information, or material belonging to any current or former client or employer or any other party. I acknowledge and agree that I have listed on Exhibit A all agreements (e.g., non-competition agreements, non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality agreements, inventions agreements, etc.) with a current or former employer, or any other person or entity, that may restrict my ability to accept employment with the Company or my ability as an employee to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties as an employee of the Company or any obligation I may have to the Company.

(c)    Third Party Information. I recognize that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

4.    Inventions.

(a)    Inventions Retained and Licensed. I have attached hereto, as Exhibit B, a list describing with particularity all inventions, discoveries, ideas, original works of authorship, developments, concepts, know-how, improvements, trade secrets, and other proprietary information or intellectual property rights which were made by me prior to the commencement of the Relationship (collectively referred to as “Prior Inventions”), which belong solely to me or belong to me jointly with another, including those which relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If, in the course of the Relationship, I incorporate into a Company product, process or machine, or any Invention, a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, offer for sale, sell, reproduce, distribute, adapt, display, perform, import, and otherwise exploit such Prior Invention without restriction, including as part of or in connection with such product, process, machine, or Invention, and to practice any method relating thereto. I will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Company product, process, or machine, or any Invention, without the Company’s prior written permission.

(b)    Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and

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hereby assign to the Company, or its designee, all my right, title and interest throughout the world in and to any and all inventions, discoveries, ideas, original works of authorship, developments, concepts, know-how, improvements, trade secrets, and other proprietary information or intellectual property rights whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Confidential Information, or any intellectual property rights relating to the foregoing, except as provided in Section 4(f) below (collectively referred to as “Inventions”). I agree that the foregoing assignment includes a present conveyance to Company of ownership of Inventions that are not yet in existence. I further acknowledge that all Inventions which are made by me (solely or jointly with others) within the scope of the Relationship are “works made for hire” (to the greatest extent permitted by applicable law) as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty or other consideration will be due to me as a result of the Company’s commercialization or marketing of any such Inventions.

(c)     Moral Rights. Any assignment to Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

(d)    Maintenance of Records. I agree to keep and maintain adequate, accurate, and current written records of all Inventions made by me (solely or jointly with others) during the period of my employment with Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company. I agree to return all such records (including any copies thereof) to the Company at the time of termination of the Relationship as provided for in Section 5.

(e)    Further Assurances. I agree to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s,rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country of the world. If the Company or its designee is unable because of my mental or physical incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents, copyright, mask works or other registrations covering Inventions or original works of authorship assigned to the Company or its designee hereunder, then I hereby irrevocably designate and appoint the

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Companyand its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright or other registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, which I now or hereafter have for infringement of any and all proprietary rights assigned to the Company or such designee.

(f)    Exception to Assignments. I understand that the provisions of this Agreement requiring assignment of Inventions to the Companydo not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto as Exhibit C). I will advise the Company promptly in writing of any inventions that I believe meet the criteria set forth in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit B. Any such disclosure will be received in confidence.

5.    Company Property; Returning Company Documents. I acknowledge and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored company files, e-mail messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. I agree that, at the time of termination of the Relationship, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns. In the event of the termination of the Relationship, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit D; however, my failure to sign and deliver the Termination Certificate shall in no way diminish my continuing obligations under this Agreement.

6.    Notification to Other Parties.

(a)    Employees. In the event that I leave the employ of the Company, I hereby consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

(b)    Consultants. I hereby grant consent to notification by the Company to any other parties besides the Company with whom I maintain a consulting relationship, including parties with whom such relationship commences after the effective date of this Agreement, about my rights and obligations under this Agreement.

7.    Representations and Covenants.

(a)    Facilitation of Agreement. I agree to execute promptly any proper oath or verify any proper document required to carry out the terms of this Agreement upon the Company’s written request to do so.

(b)    Conflicts. I represent that my performance of all the terms of this Agreement does not and will not breach any agreement I have entered into, or will enter into with any third party, including without limitation any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to commencement of my

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Relationship with the Company. I agree not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.

(c)    Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.

8.    Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing and/or pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law. In addition, I understand that nothing in this Agreement, including its definition of Confidential Information, prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful. Notwithstanding the preceding, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts in the workplace or the activity otherwise protected herein. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product.  In addition, pursuant to the Defend Trade Secrets Act of 2016, I am notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, I understand that nothing in this Agreement, including its definition of Confidential Information, (i) limits employees’ rights to discuss or disclose wages, benefits, or terms and conditions of employment as protected by applicable law, including any rights under Section 7 of the National Labor Relations Act, or (ii) otherwise impairs employees from assisting other Company employees and/or former employees in the exercise of their rights under Section 7 of the National Labor Relations Act.

9. General Provisions.

(a)    Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of California without regard to California’s conflicts of law rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for anylawsuit filed against me by the Company.

(b)    Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by both parties. Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.

    -5-

134790054.1

(c)    Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

(d)    Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives, and my successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.

(e)    Survival. The provisions of this Agreement shall survive the termination of the Relationship and the assignment of this Agreement by the Company to any successor in interest or other assignee.

(f)    Remedies. I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and therefore agree that the Company will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security and in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement.

(g)    ADVICE OF COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

The parties have executed this Agreement on the respective dates set forth below:

NANOSTRING TECHNOLOGIES, INC.        NAME:

By:     Signed:

Name:

Title:

Date:     Date:

Address:                         Address:

530 Fairview Ave N

Seattle, WA 98109                    

    -6-

134790054.1

EXHIBIT A

PRIOR OBLIGATIONS

    -7-

134790054.1

EXHIBIT B

LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP

EXCLUDED UNDER SECTION 4

        Title            Date    Identifying Number
or Brief Description

___ No inventions or improvements

___ Additional Sheets Attached

Signature of Employee/Consultant:    

Print Name of Employee/Consultant:    

Date:    

    -8-

134790054.1

EXHIBIT C

Section 2870 of the California Labor Code is as follows:

(a)    Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b)    To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

134790054.1

EXHIBIT D

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to NanoString Technologies, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”).

I further certify that I have complied with all the terms of the Company’s Confidential Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the Confidential Proprietary Information and Invention Assignment Agreement, Agreement and subject to its Protected Activity exclusion, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

Date:    

(Employee’s Signature)

(Type/Print Employee’s Name)

134790054.1

EXHIBIT 1

“Washington Confidentiality Agreement”

(attached)

-2-

NANOSTRING TECHNOLOGIES, INC.

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

This Proprietary Information and Inventions Agreement (this “Agreement”) is entered into between NanoString Technologies, Inc., on behalf of itself and its subsidiaries (together with its subsidiaries, the “Company”), and me, the undersigned individual. This Agreement will become effective on the date on which all of the following have occurred: (a) I primarily reside and work in the State of Washington and (b) I have established residency in the State of Washington, as reflected in the Company’s payroll records. In consideration for my becoming employed (or my employment being continued), or retained as a consultant (or my consulting relationship being continued), by the Company or any of its current or future subsidiaries, affiliates, successors or assigns, and in consideration the Company allowing me the future opportunity to relocate to the State of Washington, the Company and I hereby agree as follows:

1.Duties. I will perform for the Company such duties as may be designated by the Company from time to time. During my period of employment or consulting relationship with the Company, I will devote my best efforts to the interests of the Company. Except with the prior written consent of the Company, I will not engage in any other employment or consulting relationship that creates a conflict of interest or safety or scheduling issue.

2.Confidentiality Obligation. I understand and agree that all Proprietary Information (as defined below) shall be the sole property of the Company and its assigns, including all trade secrets, patents, copyrights and other rights in connection therewith. I hereby assign to the Company any rights I may acquire in such Proprietary Information. I will hold in confidence and not directly or indirectly to use or disclose, both during my employment by or consulting relationship with the Company and after its termination (irrespective of the reason for such termination), any Proprietary Information I obtain or create during the period of my employment or consulting relationship, whether or not during working hours, except to the extent authorized by the Company, until such Proprietary Information becomes generally known. I agree not to make copies of such Proprietary Information except as authorized by the Company. Upon termination of my employment or consulting relationship or upon an earlier request of the Company, I will return or deliver to the Company all tangible forms of such Proprietary Information in my possession or control, including but not limited to drawings, specifications, documents, records, devices, models or any other material and copies or reproductions thereof.

3.Ownership of Physical Property. All document, apparatus, equipment and other physical property in any form, whether or not pertaining to Proprietary Information, furnished to me by the Company or produced by me or others in connection with my employment or consulting relationship shall be and remain the sole property of the Company. I shall return to the Company all such documents, materials and property as and when requested by the Company, except only (i) my personal copies of records relating to my compensation; (ii) if applicable, my personal copies of any materials evidencing shares of the Company’s capital stock purchased by me and/or options to purchase shares of the Company’s capital stock granted to me; (iii) my copy of this Agreement and (iv) my personal property and personal documents I bring with me to the Company and any personal correspondence and personal materials that I accumulate and keep at my office during my employment (my “Personal Documents”). Even if the Company does not so request, I shall return all such documents, materials and property, except for my Personal Documents, upon termination of my employment or consulting relationship, and I will not take with me any such documents, material or property or any reproduction thereof upon such termination.

4.Assignment of Inventions.

a.Without further compensation, I hereby agree promptly to disclose to the Company, all Inventions (as defined below) which I may solely or jointly develop or reduce to practice during the period of my employment or consulting relationship with the Company which (i) pertain to any line of business activity of the Company, (ii) are aided by the use of time, material or facilities of the Company, whether or not during working hours or (iii) relate to any of my work during the period of my employment or consulting relationship with the Company, whether or not during normal working hours (“Company Inventions”). During the term of my employment or consultancy, all Company Inventions that I conceive, reduce to practice, develop or have developed (in whole or in part, either alone or jointly with others) shall be the sole property of the Company and its assigns to the maximum extent permitted by law (and to the fullest extent permitted by law shall be deemed “works made for hire”), and the Company and its assigns shall be the sole owner of all patents, copyrights, trademarks, trade secrets and other rights in connection therewith. I hereby assign to the Company any rights that I may have or acquire in such Company Inventions.

134790054.1

b.I attach hereto as Exhibit A complete list of all Inventions, if any, made by me prior to my employment or consulting relationship with the Company that are relevant to the Company’s business, and I represent and warrant that such list is complete. If no such list is attached to this Agreement, I represent that I have no such Inventions at the time of signing this Agreement. If in the course of my employment or consultancy (as the case may be) with the Company, I use or incorporate into a product or process an Invention not covered by Section 4(a) of this Agreement in which I have an interest, the Company is hereby granted a nonexclusive, fully paid-up, royalty-free, perpetual, worldwide license of my interest to use and sublicense such Invention without restriction of any kind.

NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140:

Any assignment of Inventions required by this Agreement does not apply to an Invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the employee’s own time, unless (a) the Invention relates (i) directly to the business of the Company or (ii) to the Company’s actual or demonstrably anticipated research or development or (b) the Invention results from any work performed by the employee for the Company.

5.Further Assistance; Power of Attorney. I agree to perform, during and after my employment or consulting relationship, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Inventions assigned to the Company as set forth in Section 4 above. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. I hereby irrevocably designate the Company and its duly authorized officers and agents as my agent and attorney-in fact, to execute and file on my behalf any such applications and to do all other lawful acts to further the prosecution and issuance of patents, copyright and mask work registrations related to such Inventions. This power of attorney shall not be affected by my subsequent incapacity.

6.Inventions. As used in this Agreement, the term “Inventions” means discoveries, developments, concepts, designs, ideas, know-how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. This includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon.

7.Proprietary Information. As used in this Agreement, the term “Proprietary Information” means information or physical material not generally known or available outside the Company or information or physical material entrusted to the Company by third parties. This includes, but is not limited to, Inventions, confidential knowledge, copyrights, product ideas, techniques, processes, formulas, object codes, biological materials, mask works and/or any other information of any type relating to documentation, laboratory notebooks, data, schematics, algorithms, flow charts, mechanisms, research, manufacture, improvements, assembly, installation, marketing, forecasts, sales, pricing, customers, the salaries, duties, qualifications, performance levels and terms of compensation of other employees, and/or cost or other financial data concerning any of the foregoing or the Company and its operations. Proprietary Information may be contained in material such as drawings, samples, procedures, specifications, reports, studies, customer or supplier lists, budgets, cost or price lists, compilations or computer programs, or may be in the nature of unwritten knowledge or know-how. I understand that nothing herein is intended to limit my ability to discuss or disclose conduct, or the existence (but not the amount) of a settlement involving conduct, that I reasonably believe under Washington state, federal or common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or conduct that is recognized as against a clear mandate of public policy, and I understand that information related solely to any of the foregoing does not constitute “Proprietary Information.” Additionally, I understand that information regarding working conditions, wages, benefits, and/or other terms and conditions of employment does not constitute “Proprietary Information” to the extent disclosure of such information is protected by applicable law.

8.Third Party Information. I recognize that the Company has received, and in the future will receive, Proprietary Information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such third party Proprietary Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

-4-

9.Solicitation of Employees, Consultants and Other Parties. During the term of my employment or consulting relationship with the Company, and for a period of one year following the termination of my relationship with the Company for any reason, I will not directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for myself or any other person or entity. Further, at any time following termination of my relationship with the Company for any reason, I shall not use any Proprietary Information of the Company to attempt to negatively influence any of the Company’s clients or customers from purchasing any of the Company’s products or services, or solicit any licensor to or customer of the Company or licensee of the Company’s products, that are known to me, with respect to any business, products or services that are competitive to the products or services offered by the Company or under development as of the date of termination of my relationship with the Company.

10.Noncompetition.If and when my W-2 earnings with the Company exceed $116,593.18 on an annualized basis (which such threshold applies to calendar year 2023 and may be adjusted upward by the State of Washington in subsequent years), then during the term of my employment with the Company and for one year following the termination of my relationship with the Company for any reason, I will not, without the Company’s prior written consent, directly or indirectly work on any products or services that are competitive with products or services (a) being commercially developed or exploited by the Company during my employment or consultancy and (b) on which I worked or about which I learned Proprietary Information during my employment or consultancy with the Company. I acknowledge that a copy of this Agreement, including the terms of this Section 10, was provided to me by the Company prior to my acceptance of the Company’s final offer of employment to me.

11.No Conflicts/No Interference. I represent that my performance of all the terms of this Agreement as an employee of or consultant to the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my becoming an employee or consultant of the Company, and I will not disclose to the Company, or induce the Company to use, any confidential or proprietary information, inventions or material belonging to any previous client or employer or others. I agree not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.I acknowledge and agree that I have listed on Exhibit B all agreements (e.g., non-competition agreements, non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality agreements, inventions agreements, etc.) with a current or former employer, or any other person or entity, that may restrict my ability to accept employment with the Company or my ability as an employee to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties as an employee of the Company or any obligation I may have to the Company.

12.Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing and/or pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law. I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Proprietary Information to any parties other than the Government Agencies.. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I am notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, I understand that nothing in this Agreement, including its definition of Proprietary Information, (i) limits employees’ rights to discuss or disclose wages, benefits, or terms and conditions of employment as protected by applicable law, including any rights under Section 7 of the National Labor Relations Act, or (ii) otherwise impairs employees from assisting other Company employees and/or former employees in the exercise of their rights under Section 7 of the National Labor Relations Act.

13.Disclosure to Future Employers.  I will provide a copy of this document to any prospective employer, person or entity prior to entering into an employment, partnership, or other business relationship with such person or entity.

-5-

14.Effects of Agreement. This Agreement (a) shall survive for a period of five years beyond the termination of my employment by or consulting relationship with the Company, (b) inures to the benefit of successors and assigns of the Company and (c) is binding upon my heirs and legal representatives.

15.At-Will Relationship. I understand and acknowledge that my employment or consulting relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the relationship at any time for any reason or no reason, without further obligation or liability.

16.Injunctive Relief. I acknowledge that violation of this Agreement by me may cause irreparable injury to the Company, and I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

17.Voluntary Execution/Advice of Counsel. I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions. I acknowledge that, in executing this Agreement, I have had the opportunity to seek the advice of independent legal counsel, and I have read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation hereof.

18.Miscellaneous. This Agreement supersedes any oral, written or other communications or agreements concerning the subject matter of this Agreement and may be amended or waived only by a written instrument signed by an officer of the Company and me. This Agreement shall be governed by the laws of the State of Washington applicable to contracts entered into and performed entirely within the State of Washington, without giving effect to principles of conflict of laws. The state and federal courts of competent jurisdiction located within King County in the State of Washington shall have exclusive jurisdiction of any lawsuit arising from or relating to this Agreement. I expressly consent to such venue and personal jurisdiction. If any provision of this Agreement is held to be unenforceable under applicable law, then such provision shall be excluded from this Agreement only to the extent unenforceable, and the remainder of such provision and of this Agreement shall be enforceable in accordance with its terms.

19.Acknowledgment. I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.

The undersigned and the Company have executed this Agreement as of the date of signature below.

Print Name:     J. Todd Garland             Signature:     /s/ J. Todd Garland             Date:     August 4, 2023                 NanoString Technologies, Inc. By:     /s/ Melanie Young             Name:     Melanie Young                 Title:     Vice President, Global Human Resources     August 24, 2023

-6-

Exhibit A

PRIOR INVENTIONS

Title                DateIdentifying Number or Brief Description    

___ No Inventions

___ Additional sheets attached

By: __/s/ J. Todd Garland__________    

Print Name: J. Todd Garland

Date:     August 4, 2023    

-7-

Exhibit B

PRIOR AGREEMENTS

☐ N/A

[Check N/A above or list applicable agreements below]

By: __/s/ J. Todd Garland__________    

Print Name: J. Todd Garland

Date:     August 4, 2023    

-8-

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, R. Bradley Gray, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of NanoString Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2023

/s/ R. Bradley Gray

R. Bradley Gray

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, K. Thomas Bailey, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of NanoString Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2023

/s/ K. Thomas Bailey

K. Thomas Bailey

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

NANOSTRING TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of NanoString Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Bradley Gray, President and Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ R. Bradley Gray

R. Bradley Gray

President and Chief Executive Officer

(Principal Executive Officer)

Date: November 6, 2023

    This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of NanoString Technologies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

EX-32.2

Exhibit 32.2

NANOSTRING TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of NanoString Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, K. Thomas Bailey, Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ K. Thomas Bailey

K. Thomas Bailey

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: November 6, 2023

    This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of NanoString Technologies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

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Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 02, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-35980
Entity Registrant Name	NANOSTRING TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NSTG
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,118,306
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001401708
Current Fiscal Year End Date	--12-31

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 93,802	$ 112,250
Restricted cash and cash equivalents	296	898
Short-term investments	3,299	84,282
Accounts receivable, net	48,352	31,506
Inventory, net	55,159	43,273
Prepaid expenses and other	10,899	14,565
Total current assets	211,807	286,774
Property and equipment, net	44,991	44,457
Operating lease right-of-use assets	14,420	17,581
Other assets	3,495	4,600
Total assets	274,713	353,412
Current liabilities:
Accounts payable	33,335	16,619
Accrued liabilities	9,573	7,884
Accrued compensation and other employee benefits	14,545	17,494
Customer deposits	1,653	1,757
Deferred revenue, current portion	12,848	9,588
Operating lease liabilities, current portion	5,578	5,518
Total current liabilities	77,532	58,860
Deferred revenue, net of current portion	5,623	3,754
Long-term debt, net	227,764	226,622
Operating lease liabilities, net of current portion	14,360	18,362
Total liabilities	325,279	307,598
Commitment and contingencies (Note 10)
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value, 15,000 shares authorized; none issued	0	0
Common stock, $0.0001 par value, 150,000 shares authorized; 48,108 and 46,719 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	5	5
Additional paid-in capital	881,038	855,694
Accumulated other comprehensive loss (income)	4	(589)
Accumulated deficit	(931,613)	(809,296)
Total stockholders’ equity (deficit)	(50,566)	45,814
Total liabilities and stockholders’ equity (deficit)	$ 274,713	$ 353,412

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	15,000,000	15,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	48,108,000	46,719,000
Common stock, shares outstanding (in shares)	48,108,000	46,719,000
Restricted cash and cash equivalents	$ 296	$ 898

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Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue:
Revenue	$ 48,089	$ 29,541	$ 128,051	$ 92,840
Costs and expenses:
Cost of product revenue	30,686	13,723	83,314	44,353
Research and development	17,115	16,992	51,447	51,755
Selling, general and administrative	36,755	33,767	113,197	106,234
Total costs and expenses	84,556	64,482	247,958	202,342
Loss from operations	(36,467)	(34,941)	(119,907)	(109,502)
Other income (expense):
Interest income	1,355	774	4,167	1,331
Interest expense	(1,897)	(1,887)	(5,677)	(5,650)
Other expense, net	(451)	(579)	(669)	(1,286)
Total other expense, net	(993)	(1,692)	(2,179)	(5,605)
Net loss before provision for income tax	(37,460)	(36,633)	(122,086)	(115,107)
Benefit (provision) for income tax	49	(57)	(231)	(322)
Net loss	$ (37,411)	$ (36,690)	$ (122,317)	$ (115,429)
Net loss per share - basic (in dollars per share)	$ (0.78)	$ (0.79)	$ (2.58)	$ (2.49)
Net loss per share - diluted (in dollars per share)	$ (0.78)	$ (0.79)	$ (2.58)	$ (2.49)
Weighted average shares used in computing basic net loss per share (in shares)	47,715	46,529	47,341	46,320
Weighted average shares used in computing diluted net loss per share (in shares)	47,715	46,529	47,341	46,320
Product
Revenue:
Revenue	$ 41,905	$ 24,605	$ 111,937	$ 78,561
Costs and expenses:
Cost of product revenue	25,668	10,159	68,363	33,592
Service and other revenue
Revenue:
Revenue	6,184	4,936	16,114	14,279
Costs and expenses:
Cost of product revenue	$ 5,018	$ 3,564	$ 14,951	$ 10,761

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Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (37,411)	$ (36,690)	$ (122,317)	$ (115,429)
Change in unrealized gain (loss) on available-for-sale debt securities	0	149	593	(983)
Comprehensive loss	$ (37,411)	$ (36,541)	$ (121,724)	$ (116,412)

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Condensed Consolidated Statements of Changes in Stockholders' Deficit Statement - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Other Comprehensive Loss	Accumulated Deficit
Balance at beginning (in shares) at Dec. 31, 2021	45,729
Balance at beginning at Dec. 31, 2021	$ 176,962	$ 5	$ 827,028	$ (318)	$ (649,753)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for stock options and restricted stock units (in shares)		624
Stock Issued During Period, Value, Stock Options Exercised	1,035		1,035
Stock Issued During Period, Value, Employee Stock Purchase Plan	1,502		1,502
Common stock issued for employee stock purchase plan (in shares)		49
Tax withholdings related to net share settlements of restricted stock units	(1,505)		(1,505)
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition			7,785
Stock-based compensation	7,785
Net loss	(39,500)				(39,500)
Other comprehensive loss	(974)			(974)
Balance at end (in shares) at Mar. 31, 2022		46,402
Balance at end at Mar. 31, 2022	$ 145,305	$ 5	835,845	(1,292)	(689,253)
Balance at beginning (in shares) at Dec. 31, 2021	45,729
Balance at beginning at Dec. 31, 2021	$ 176,962	$ 5	827,028	(318)	(649,753)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(115,429)
Balance at end (in shares) at Sep. 30, 2022		46,635
Balance at end at Sep. 30, 2022	82,928	$ 5	849,406	(1,301)	(765,182)
Balance at beginning (in shares) at Mar. 31, 2022		46,402
Balance at beginning at Mar. 31, 2022	145,305	$ 5	835,845	(1,292)	(689,253)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for stock options and restricted stock units (in shares)		76
Stock Issued During Period, Value, Stock Options Exercised	264		264
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition			6,493
Stock-based compensation	6,493
Net loss	(39,239)				(39,239)
Other comprehensive loss	(158)			(158)
Balance at end (in shares) at Jun. 30, 2022		46,478
Balance at end at Jun. 30, 2022	112,665	$ 5	842,602	(1,450)	(728,492)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for stock options and restricted stock units (in shares)		56
Stock Issued During Period, Value, Stock Options Exercised	117		117
Stock Issued During Period, Value, Employee Stock Purchase Plan	1,168		1,168
Common stock issued for employee stock purchase plan (in shares)		101
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition			5,519
Stock-based compensation	5,519
Net loss	(36,690)				(36,690)
Other comprehensive loss	149			149
Balance at end (in shares) at Sep. 30, 2022		46,635
Balance at end at Sep. 30, 2022	$ 82,928	$ 5	849,406	(1,301)	(765,182)
Balance at beginning (in shares) at Dec. 31, 2022	46,719
Balance at beginning at Dec. 31, 2022	$ 45,814	$ 5	855,694	(589)	(809,296)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for stock options and restricted stock units (in shares)		437
Stock Issued During Period, Value, Stock Options Exercised	20		20
Stock Issued During Period, Value, Employee Stock Purchase Plan	1,354		1,354
Common stock issued for employee stock purchase plan (in shares)		172
Tax withholdings related to net share settlements of restricted stock units	(490)		(490)
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition			7,626
Stock-based compensation	7,626
Net loss	(41,238)				(41,238)
Other comprehensive loss	534			534
Balance at end (in shares) at Mar. 31, 2023		47,328
Balance at end at Mar. 31, 2023	$ 13,620	$ 5	864,204	(55)	(850,534)
Balance at beginning (in shares) at Dec. 31, 2022	46,719
Balance at beginning at Dec. 31, 2022	$ 45,814	$ 5	855,694	(589)	(809,296)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(122,317)
Balance at end (in shares) at Sep. 30, 2023		48,108
Balance at end at Sep. 30, 2023	(50,566)	$ 5	881,038	4	(931,613)
Balance at beginning (in shares) at Mar. 31, 2023		47,328
Balance at beginning at Mar. 31, 2023	13,620	$ 5	864,204	(55)	(850,534)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for stock options and restricted stock units (in shares)		198
Stock Issued During Period, Value, Stock Options Exercised	92		92
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition			8,436
Stock-based compensation	8,436
Net loss	(43,668)				(43,668)
Other comprehensive loss	59			59
Balance at end (in shares) at Jun. 30, 2023		47,526
Balance at end at Jun. 30, 2023	(21,461)	$ 5	872,732	4	(894,202)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for stock options and restricted stock units (in shares)		187
Stock Issued During Period, Value, Employee Stock Purchase Plan	866		866
Common stock issued for employee stock purchase plan (in shares)		395
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition			7,440
Stock-based compensation	7,440
Net loss	(37,411)				(37,411)
Balance at end (in shares) at Sep. 30, 2023		48,108
Balance at end at Sep. 30, 2023	$ (50,566)	$ 5	$ 881,038	$ 4	$ (931,613)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net loss	$ (122,317)	$ (115,429)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	23,502	19,644
Depreciation and amortization	11,434	5,151
Amortization of deferred financing costs	1,142	1,105
Amortization of premium on short-term investments, net	99	1,481
Non-cash operating lease cost	3,289	3,012
Allowance for inventory obsolescence and accounts receivable credit loss	5,919	2,318
Changes in operating assets and liabilities:
Accounts receivable	(16,914)	11,698
Inventory	(18,509)	(16,109)
Prepaid expenses and other assets	4,553	(8,057)
Accounts payable	17,780	2,793
Accrued liabilities	4,768	(3,016)
Accrued compensation and other employee benefits	(2,933)	(2,348)
Customer deposits	(104)	(207)
Deferred revenue and other liabilities	5,299	1,040
Operating lease liabilities	(3,904)	(3,601)
Net cash used in operating activities	(86,896)	(100,525)
Investing activities
Purchases of property and equipment	(9,477)	(11,497)
Purchase of internal-use software assets	(5,809)	(5,343)
Purchase of intellectual property	0	(750)
Proceeds from sale of short-term investments	0	7,700
Proceeds from maturity of short-term investments	81,476	167,774
Purchases of short-term investments	0	(49,500)
Net cash provided by investing activities	66,190	108,384
Financing activities
Tax withholdings related to net share settlements of restricted stock units	(490)	(1,504)
Proceeds from issuance of common stock for employee stock purchase plan	2,220	2,669
Proceeds from exercise of stock options	112	1,417
Repayment of finance lease obligations	(170)	(257)
Net cash provided by financing activities	1,672	2,325
Effect of exchange rate changes on cash, restricted cash and cash equivalents	(16)	(183)
Net increase (decrease) in cash, restricted and cash equivalents	(19,050)	10,001
Cash, restricted cash and cash equivalents
Beginning of period	113,148	107,068
End of period	94,098	117,069
Supplemental disclosures
Operating lease right-of-use assets obtained in exchange for lease obligations	0	2,126
Cash and cash equivalents	93,802	117,069
Restricted cash and cash equivalents	$ 296	$ 0

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Description of Business	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Description of Business	Description of the BusinessNanoString Technologies, Inc. (the “Company”) was incorporated in the state of Delaware on June 20, 2003. The Company’s headquarters is located in Seattle, Washington. The Company’s proprietary chemistries enable the direct detection, identification, and quantification of individual target molecules in biological samples by attaching unique molecular reporters to each target molecule of interest. The Company currently markets and sells its proprietary technologies, consisting of (i) its spatial biology platforms, including CosMx Spatial Molecular Imager or CosMx SMI, GeoMx Digital Spatial Profiler, or GeoMx, and AtoMx Spatial Informatics Platform, or AtoMx, a cloud-based informatics portal currently for use with CosMx, and (ii) its nCounter Analysis System for multi-plex bulk gene expression analysis. The CosMx, GeoMx, and nCounter product platforms include instruments, related consumables, software and services, have the versatility to detect both RNA and protein expression and are able to generate reliable and reproduceable data in a variety of biological sample types.

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Concentration of Risks

9 Months Ended

Sep. 30, 2023

Risks and Uncertainties [Abstract]

Concentration of Risks

5. Concentration of Risks

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. Cash is invested in accordance with the Company’s investment policy, which includes guidelines intended to minimize and diversify credit risk. Most of the Company’s investments are not federally insured and the Company holds cash deposits above the limits for federal insurance. The Company has credit risk related to the collectability of its accounts receivable. The Company performs initial and ongoing evaluations of its customers’ credit history or financial position and generally extends credit on account without collateral. Additionally, the Company evaluates collectability risk over the life of its receivables in order to establish an appropriate reserve for certain receivables that may become uncollectible in future periods. The Company has not experienced significant credit losses to date. During the three and nine months ended September 30, 2023 and 2022, the Company had no customers that individually represented more than 10% of total revenue. The Company had no customers that represented more than 10% of total accounts receivable as of September 30, 2023 or December 31, 2022.

The Company is also subject to supply chain risks related to the outsourcing of the manufacturing and production of its instruments to sole suppliers. Although there are a limited number of manufacturers for instruments of this type, the Company believes that other suppliers could provide similar products on comparable terms. Similarly, the Company sources certain raw materials used in the manufacture of consumables from sole suppliers. A change in or loss of suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect operating results.

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Short-term Investments

9 Months Ended

Sep. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Short-term Investments

Short-term Investments

Short-term investments consisted of available-for-sale and equity securities as follows (in thousands):

Type of securities as of September 30, 2023	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Corporate debt securities	$	3,296	$	3	$	—	$	3,299
Total available-for-sale debt securities	$	3,296	$	3	$	—	$	3,299

Type of securities as of December 31, 2022	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Corporate debt securities	$	62,862	$	—	$	(359)	$	62,503
Government-related debt securities	22,009		—		(230)		21,779
Total available-for-sale debt securities	$	84,871	$	—	$	(589)	$	84,282

The fair values of available-for-sale debt securities by contractual maturity were as follows (in thousands):

	September 30, 2023		December 31, 2022
Maturing in one year or less	$	3,299	$	81,004
Maturing in one to three years	—		3,278
Total available-for-sale debt securities	$	3,299	$	84,282

The Company has both the intent and ability to sell its available-for-sale debt securities maturing greater than one year within 12 months from the balance sheet date and, accordingly, has classified these securities as current in the condensed consolidated balance sheets.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

10x Genomics

On May 6, 2021, 10x Genomics, Inc. and Prognosys Biosciences, Inc. (“Prognosys”) filed a complaint, and on May 19, 2021, an amended complaint, and on May 4, 2022, a second amended complaint, against the Company in the U.S. District Court for the District of Delaware. The complaint, as amended, alleges that certain of the Company’s products, services and components sold by the Company for use in connection with its GeoMx system (the “Identified GeoMx Products”) infringe seven patents owned by Prognosys: (a) U.S. Patent No. 10,472,669, “Spatially encoded biological assays,” (b) U.S. Patent No. 10,961,566, “Spatially encoded biological assays,” (c) U.S. Patent No. 10,983,113, “Spatially encoded biological assays,” (d) U.S. Patent No. 10,996,219, “Spatially encoded biological assays,” (e) U.S. Patent No. 11,001,878, “Spatially encoded biological assays,” (f) U.S. Patent No. 11,008,607, “Spatially encoded biological assays,” and (g) U.S. Patent No. 11,293,917, “Systems for analyzing target biological molecules via sample imaging and delivery of probes to substrate well” (the “Asserted Prognosys Patents”). The complaint seeks, among other relief, injunctive relief and unspecified damages (including treble damages and attorneys’ fees) in relation to the Company’s making, using, selling, offering to sell, exporting and/or importing in the United States the Identified GeoMx Products, as well as the alleged infringement by others of the Asserted Prognosys Patents through their use of the Identified GeoMx Products. The Company has evaluated the plaintiffs’ claims and does not believe that its activities infringe any patent rights held by the plaintiffs and it intends to vigorously defend itself. On November 17, 2021, the Court granted the Company’s motion to dismiss the plaintiffs’ claims of pre-suit indirect infringement and willful infringement with leave to amend the complaint. A claim construction hearing was held on February 17, 2023. A trial is scheduled for November 13-17, 2023. The Company is unable to estimate a range of loss, if any, that could result should there be an adverse final decision in this case.

On February 28, 2022, 10x Genomics, Inc. and President and Fellows of Harvard College (“Harvard”) filed a complaint, and on May 12, 2022, an amended complaint, and on March 1, 2023, a second amended complaint, against the Company in the U.S. District Court for the District of Delaware (the “U.S. 10x CosMx Case”). The complaint, as amended, alleges that certain of the Company’s products, services and components sold by it for use in connection with its CosMx system (the “Identified CosMx Products”) infringe six patents owned by Harvard: (a) U.S. Patent No. 10,227,639, “Compositions and Methods for Analyte Detection,” (b) U.S. Patent No. 11,021,737, “Compositions and Methods for Analyte Detection,” (c) U.S. Patent No. 11,293,051, “Compositions and Methods for Analyte Detection,” (d) U.S. Patent No. 11,293,052, “Compositions and Methods for Analyte Detection,” (e) U.S. Patent No. 11,293,054, “Compositions and Methods for Analyte Detection,” and (f) U.S. Patent No. 11,542,554, “Method and Apparatus for Volumetric Imaging.” The complaint seeks, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to the Company’s making, using, selling, offering to sell, exporting and/or importing in the United States the Identified CosMx Products. The Company has evaluated the plaintiffs’ claims and does not believe that its activities infringe any patent rights held by the plaintiffs and intends to vigorously defend itself. On July 10, 2023, the Delaware District Court granted the Company’s motion to add new counterclaims for antitrust and unfair competition violations as well as the affirmative defense of “unclean hands” by 10x Genomics and Harvard. The ruling relates to the Company’s claim that Harvard made a non-exclusive licensing commitment in order to secure grant funding from the National Institutes of Health for work that led to the patents at issue in the litigation. Discovery is in progress. A claim construction hearing is scheduled for December 2023 and a trial is scheduled for September-October 2024. The Company is unable to estimate a range of loss, if any, that could result should there be an adverse final decision in this case.

On May 9, 2022, the Company was notified of a complaint, dated March 4, 2022, naming the Company and its wholly-owned subsidiary, NanoString Technologies Germany GmbH, which 10x Genomics, Inc. filed in the Munich Regional Court I in Germany, alleging that the Company’s CosMx system and associated products and services infringe European Patent No. 2794928B1 (the “928 Patent”), which is owned by Harvard. The complaint seeks, among other relief, injunctive relief and damages in relation to the Company’s selling and offering to sell its CosMx system and associated products and services in Germany. The Company has evaluated the claims and does not believe that its activities infringe any patent rights held by 10x or Harvard and it intends to vigorously defend itself. On May 17, 2023, the Munich court found that the CosMx system, when used to detect RNA targets, infringes the 928 Patent. The Munich court granted 10x Genomics and Harvard the right to enforce an injunction against the sale and use of the CosMx instrument and reagents for RNA detection in Germany. The Company believes the Munich court came to an erroneous conclusion and is appealing the decision. The scope and impact of the Munich’s court’s decision is limited solely to Germany. In addition, the decision does not apply to the use of the CosMx instrument for detection of proteins. The Company is unable to estimate a range of loss, if any, that could result should there be an adverse final decision in this case.

On July 29, 2022, the Company, through its German subsidiary, filed a nullity action with the German Federal Patent Court in Munich requesting a judgment that the 928 Patent, as in effect for Germany, be declared invalid and be revoked in its entirety. On February 10, 2023, the German Federal Patent Court issued a preliminary and non-binding opinion in this nullity action finding that the subject matter of the asserted independent claim 1 of the 928 Patent potentially lacked novelty and potentially lacked an inventive step over prior art. The preliminary opinion further addressed Harvard’s seven patent claim limitation requests, referred to as auxiliary requests, which 10x and Harvard seek to have applied in the event that claim 1 of the

928 Patent, as granted, proves not to be protectable. The preliminary opinion stated that the claim limitations in Auxiliary Request 1 could potentially be used to defend the 928 Patent over the cited prior art. The preliminary opinion further stated that Harvard would potentially not be able to use Auxiliary Requests 2 through 7 to establish patentability over the prior art. A hearing before the German Federal Patent Court is scheduled for May 2024 and a decision in the nullity action is expected following the hearing.

On August 16, 2022, the Company filed counterclaims in the U.S. 10x CosMx Case alleging that 10x Genomics’ Visium Spatial Gene Expression system and related products and services infringe the Company’s U.S. Patent No. 11,377,689, “Chemical Compositions and Uses Thereof.” On January 24, 2023, these counterclaims were consolidated with the claims of a separate patent infringement case that the Company filed against 10x Genomics on October 20, 2022, as discussed below.

On October 20, 2022, the Company filed suit against 10x Genomics, Inc. in the U.S. District Court for the District of Delaware alleging that 10x Genomics’ Visium Spatial Gene Expression system and related products and services infringe the Company’s U.S. Patent No. 11,473,142, “Chemical Compositions and Uses Thereof.” On January 24, 2023, the Company’s counterclaims from the U.S. 10x CosMx Case with respect to U.S. Patent No. 11,377,689 were consolidated with the claims in this action. The Company seeks, among other relief, injunctive relief and unspecified damages (including attorneys’ fees) in relation to 10x Genomics’ making, using, selling, offering to sell, exporting and/or importing in the United States the Visium Spatial Gene Expression system and related products and services. Discovery is in progress. A trial in this consolidated case is scheduled for December 2024. On August 16, 2023 and September 25, 2023, 10x Genomics filed petitions for Inter Partes Review of the two patents asserted by the Company in this case.

On June 1, 2023, 10x Genomics and Harvard filed suits against the Company in the European Unified Patent Court, or UPC, alleging that the use and distribution of the Company’s CosMx products for RNA detection infringe the 928 Patent and European Patent No. 4108782B1 (the “782 Patent”). The Company does not believe that its activities infringe any patent rights held by 10x Genomics or Harvard and intends to vigorously defend itself. On July 18, 2023, the Company filed an opposition in the European Patent Office challenging the validity of the 782 Patent. No schedule has yet been set for this opposition. On July 27, 2023, the Company filed a revocation action with the UPC challenging the validity of the 928 Patent. A hearing is scheduled for April 2024 in connection with this revocation action. 10x Genomics sought preliminary injunctions against use of the CosMx instrument for RNA detection in the jurisdictions of the UPC in which the 928 Patent and 782 Patent are in effect. On September 19, 2023, the UPC granted a preliminary injunction with respect to the 782 Patent. The preliminary injunction prevents the Company from selling CosMx products for RNA detection in the 17 UPC member countries while the case awaits a full hearing on the merits. On October 10, 2023, the UPC denied 10x Genomics’ request for a preliminary injunction with respect to the 928 Patent. The Company is appealing the preliminary injunction decision with respect to the 782 Patent to the UPC Court of Appeal in Luxembourg. A hearing in Luxembourg has been scheduled for December 18, 2023. On August 31, 2023 and September 18, 2023, 10x Genomics filed main requests with the UPC, meaning requests for full hearings on the merits of the cases, not limited to preliminary relief, alleging that the Company’s CosMx products for RNA detection infringe the 782 Patent and the 928 Patent, respectively. Dates for these hearings have not yet been set.

As a result of the aforementioned injunctions that exist in certain European countries, the Company has recorded a charge of $1.7 million in estimated losses as of September 30, 2023. Beyond this amount, the Company is unable to estimate a range of additional loss, if any, that could result should there be an adverse final decision in this case.

Contingencies

Other than the pending litigations with 10x Genomics and its co-plaintiffs, the Company is not engaged in any material legal proceedings. The Company is involved in other legal proceedings from time to time arising in the normal course of business. Additionally, the Company operates in various states and local jurisdictions for which sales, occupation, or franchise taxes may be payable to certain taxing authorities. Management believes that the outcome of these proceedings and any amounts that may become payable to certain taxing authorities will not have a material impact on the Company’s financial condition, results of operations, or liquidity.

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Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation and liquidity

The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all information and disclosures required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for annual financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and U.S. GAAP for unaudited condensed consolidated financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and results of its operations as of and for the periods presented. Unless indicated otherwise, all amounts presented in financial tables are presented in thousands, except for per share and par value amounts.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Given the global economic climate, certain estimates are becoming more challenging, and actual results could differ materially from those estimates. The results of the Company’s operations for the three and nine month periods ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year or for any other period.

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration expected to be received in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Performance obligations are considered satisfied once the Company has transferred control of a product or service to the customer, meaning the customer has the ability to use and obtain the benefit of the product or service. The Company recognizes revenue for satisfied performance obligations only when there are no uncertainties regarding payment terms or transfer of control.

The Company generates the majority of its revenue from sales of its proprietary CosMx, GeoMx, and nCounter Analysis systems, and related consumables. Services consist of instrument service contracts for maintenance, repair and other support related to customer owned instruments, and also certain service fees for assay processing and data analysis and reporting.

Leases

The Company determines if an arrangement is a lease at inception of a contract. The Company’s leasing portfolio is comprised of operating leases primarily for general office, manufacturing, and research and development purposes, and financing leases for equipment. Operating and financing lease liabilities and the corresponding right-of-use assets are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Operating lease right-of-use assets are reduced by lease incentives included in the agreement. As the existing leases do not contain an implicit interest rate, the Company estimates its incremental borrowing rate based on information available at commencement date in determining the present value of future payments. The Company includes options to extend the lease in the lease liability and right-of-use asset when it is reasonably certain that the option will be exercised. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term. For our short-term leases, we recognize lease payments as an expense on a straight-line basis over the lease term.

Capitalized Internal Use Software Costs

The Company capitalizes certain development costs incurred in connection with software development for internal-use software platforms used in operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized internal use software development costs are included in property and equipment and are amortized on a straight-line basis over the estimated useful life of the software platforms and are included in depreciation and amortization within operating expenses in the consolidated statements of operations. Unamortized capitalized internal-use software development costs were $13.3 million and $11.8 million as of September 30, 2023 and December 31, 2022, respectively. Amortization of capitalized internal-use software costs was $1.2 million and $3.4 million for the three and nine months ended September 30, 2023.

Capitalized costs associated with the implementation of hosted third-party cloud computing arrangements are recorded as part of current and long-term other assets. Maintenance and training costs are expensed as incurred on a straight-line basis over the term of the related hosting arrangement. Costs are recorded within the consolidated statements of operations based on functional use of the software. Unamortized capitalized software implementation costs were $1.4 million and $1.9 million as of September 30, 2023 and December 31, 2022, respectively. Amortization of capitalized software implementation costs of hosted third-party cloud computing arrangements was $0.2 million and $0.5 million for both the three and nine month periods ended September 30, 2023 and 2022, respectively.

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Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

The Company operates as a single reportable segment. The Company has one sales force that sells the Company’s spatial biology and its nCounter Analysis systems and the consumables and services related to these platforms.

Disaggregated Revenues

The following table of total revenue is based on the geographic location of end users or distributors who purchase products and services. For sales to distributors, their geographic location may be different from the geographic location of the ultimate end customer. Americas consists of the United States, Canada, Mexico, and South America; and Asia Pacific includes Japan, China, South Korea, Singapore, Malaysia, India, and Australia.

The following table provides information about disaggregated revenue by major product line and primary geographic market (in thousands):

	Three Months Ended September 30, 2023								Nine Months Ended September 30, 2023
	Americas		Europe and Middle East		Asia Pacific		Total		Americas		Europe and Middle East		Asia Pacific		Total
Instruments	$	14,927	$	4,077	$	4,604	$	23,608	$	32,481	$	11,708	$	8,418	$	52,607
Consumables	12,099		5,097		1,101		18,297		38,729		16,425		4,176		59,330
Service and other revenue	4,119		1,699		366		6,184		10,979		4,002		1,133		16,114
Total revenue	$	31,145	$	10,873	$	6,071	$	48,089	$	82,189	$	32,135	$	13,727	$	128,051

	Three Months Ended September 30, 2022								Nine Months Ended September 30, 2022
	Americas		Europe and Middle East		Asia Pacific		Total		Americas		Europe and Middle East		Asia Pacific		Total
Instruments	$	4,835	$	2,171	$	1,017	$	8,023	$	16,343	$	6,132	$	4,189	$	26,664
Consumables	12,044		3,687		851		16,582		37,017		11,778		3,102		51,897
Service and other revenue	3,437		1,259		240		4,936		10,124		3,486		669		14,279
Total revenue	$	20,316	$	7,117	$	2,108	$	29,541	$	63,484	$	21,396	$	7,960	$	92,840

Total revenue in the United States was $30.0 million, $19.0 million, $79.9 million and $60.9 million for the three and nine month periods ended September 30, 2023 and 2022, respectively. The Company’s assets are primarily located in the United States and therefore are not allocated to any specific geographic region.

Contract balances and remaining performance obligations

Contract liabilities are comprised of the current and long-term portions of deferred revenue of $18.3 million and $13.0 million as of September 30, 2023 and December 31, 2022, respectively, and customer deposits of $1.7 million and $1.8 million as of September 30, 2023 and December 31, 2022, respectively, included within the condensed consolidated balance sheets. Total contract liabilities increased by $5.2 million as of September 30, 2023 as a result of additional deferred revenue of $18.1 million associated primarily with new or extended service contracts partially offset by the recognition of previously deferred revenue and customer deposits of $13.0 million for the completion of certain performance obligations during the period. The Company recorded contract assets of $0.9 million and $1.1 million as of September 30, 2023 and December 31, 2022, respectively, related to revenues recognized, but not yet invoiced to customers. The Company’s contractual payment terms for its contracts with customers approximates 42 days on average.

As of September 30, 2023, unsatisfied or partially unsatisfied performance obligations related to undelivered products and service contracts were $20.0 million and are expected to be completed over the term of the related contract or as products are delivered.

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Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share

Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Convertible Notes, outstanding options to purchase common stock, restricted stock units and common stock warrants have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. Accordingly, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same.

The following shares were excluded from the computation of basic and diluted net loss per share for the periods presented (in thousands):

	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Options to purchase common stock	1,654	1,788	1,693	1,866
Restricted stock units	4,996	2,218	4,109	1,777
Common stock warrants	471	471	471	471

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Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to measure fair value. The three levels of the fair value hierarchy are as follows:

•Level 1 — Quoted prices in active markets for identical assets and liabilities.

•Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The recorded amounts of certain financial instruments, including cash, accounts receivable, prepaid expenses and other, accounts payable and accrued liabilities, approximate fair value due to their relatively short-term maturities. The fair value of the Company’s long-term debt can be determined based on the estimated or actual bid prices of the Convertible Notes in an over-the-counter market, which are classified as a Level 2 financial instrument.

The Company’s investments by level within the fair value hierarchy were as follows (in thousands):

	Fair value measurement using:
Type of securities as of September 30, 2023	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market fund	$	90,666	$	—	$	—	$	90,666
Short-term investments:
Corporate debt securities	—		3,299		—		3,299
Total	$	90,666	$	3,299	$	—	$	93,965
	Fair value measurement using:
Type of securities as of December 31, 2022	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market fund	$	104,294	$	—	$	—	$	104,294
Short-term investments:
Corporate debt securities	—		62,503		—		62,503
U.S. Government-related debt securities	—		21,779		—		21,779
Total	$	104,294	$	84,282	$	—	$	188,576

In March 2020, the Company issued $230.0 million of Convertible Notes as described in more detail in Note 9. Long-term Debt, Net. As of September 30, 2023, the fair value of the Convertible Notes was $182.0 million, as determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy.

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Inventory

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventory

Inventory

Inventory, net of related reserves, consisted of the following as of the date indicated (in thousands):

	September 30, 2023		December 31, 2022
Raw materials	$	13,187	$	11,013
Intermediate manufactured components	17,309		14,715
Finished goods	24,663		17,545
Total inventory, net	$	55,159	$	43,273

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Long-term Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Long-term Debt

Long-term Debt, Net

Notes Exchange

On November 6, 2023, the Company entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with certain existing holders of its outstanding Convertible Notes, pursuant to which the Company will exchange approximately $215.7 million aggregate principal amount of the outstanding Convertible Notes for (i) approximately $215.7 million in aggregate principal amount of the Company’s 6.95% Senior Secured Notes due 2026 (the “Secured Notes”) and (ii) warrants (each, a “2023 Warrant” and, collectively, the “2023 Warrants”) to purchase an aggregate of 16.0 million shares of the Company’s common stock, at an exercise price of $1.69 per share (the exchange of the Convertible Notes for the Secured Notes and the Warrants, collectively the “Exchange Transaction”). The Exchange Transaction is expected to close on or about November 7, 2023. The Secured Notes and 2023 Warrants to be issued at the closing will be issued in private placements pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Secured Notes will be issued pursuant to an indenture among the Company, the subsidiary guarantors from time-to-time party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent.

The Indenture

The Company will not receive any cash proceeds from the Exchange Transaction. Following the consummation of the Exchange Transaction, approximately $14.3 million in aggregate principal amount of the Convertible Notes will remain outstanding with terms unchanged.

The Secured Notes will accrue interest at a rate of 6.95% per annum, payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2023. From the issuance of the Secured Notes until December 15, 2024, in the absence of a Default or Event of Default (each as defined in the Secured Notes indenture), the Company will have the option to pay all or a portion of the interest on the Secured Notes in cash or in kind as PIK Interest (as defined in the Secured Notes indenture). The Secured Notes will mature on September 1, 2026, unless earlier repurchased or redeemed.

At any time prior to the maturity date of the Secured Notes, the Company will have the option to redeem all or any portion of the principal amount of the Secured Notes for cash equal to the principal amount of the Secured Notes to be redeemed, subject to certain conditions specified in the Secured Notes indenture. Upon any redemption, acceleration or repayment of any Secured Notes prior to the maturity date of the Secured Notes, the holders of the Secured Notes will be entitled to a make-whole payment as determined pursuant to the Secured Notes indenture, together with accrued and unpaid interest through the redemption, acceleration or repayment date, as applicable, provided that, for any Secured Notes that are redeemed, accelerated or repaid on or after November 7, 2025, the make-whole payment shall be zero if the Company’s then-current market capitalization is at least $250.0 million.

The Secured Notes will be guaranteed by the Company’s material subsidiaries and secured by (i) a security interest in substantially all of the assets of the Company and the notes guarantors and (ii) a pledge of the equity interests of the Company’s and the notes guarantors’ direct subsidiaries, subject to certain customary exceptions.

The Secured Notes indenture includes a number of affirmative covenants, including covenants regarding compliance with applicable laws and regulations, financial and other reporting, maintenance of property, payment of taxes and maintenance of insurance, among other covenants. The Secured Notes indenture also includes a number of restrictive covenants, including restrictions on acquisitions, the incurrence of liens or indebtedness, prepayments of other indebtedness, dispositions, investments, and transactions with affiliates, in each case subject to certain exceptions. The Company will also be required to comply with certain financial maintenance covenants, including a minimum revenue covenant and a minimum liquidity covenant, in each case, starting with the fiscal quarter ending December 31, 2023 and measured quarterly. The Company is also restricted from paying dividends or making other distributions or payments on its capital stock, subject to certain exceptions.

The Secured Notes indenture contains customary events of default, including that upon certain events of default, 100% of the principal and accrued and unpaid interest on the Secured Notes will automatically become due and payable. In addition to customary events of default, the indenture includes certain specified events of default, including the entry of a specified adverse judgement, order, or award in connection with the Company’s pending litigation with 10x Genomics, Inc., et al; failure to make any payment of any Indebtedness (as defined in the Secured Notes indenture) having an aggregate outstanding principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10.0 million when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace or notice period by the Company, any notes guarantor or any significant subsidiary of the Company; and the occurrence of a change of control.

Warrants

The 2023 Warrants will be exercisable in whole or in part at an exercise price of $1.69 per share and will expire on the fifth anniversary of issuance. 2023 Warrant holders may pay the exercise price in cash, or elect to exercise the 2023 Warrant on a “cashless” basis. The 2023 Warrants will prohibit any exercise by a holder to the extent that, following such exercise, the holder, together with any affiliates and “group” members (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended), would beneficially own more than a fixed percentage of the total number of shares of the Company’s issued and outstanding common stock (the “Beneficial Ownership Cap”), initially either 9.99%, or at the Warrant holder’s election, 4.99%. The Beneficial Ownership Cap may not be increased above the limitations in Nasdaq Listing Rule 5635(b) without stockholder approval.

In connection with an Event of Default (as defined in the 2023 Warrants), the Company may be required, at the election of the holder, to purchase the 2023 Warrant for an amount in cash equal to the Black Scholes Value (as defined in the 2023 Warrant) of the unexercised portion of the 2023 Warrant and without regard to the Beneficial Ownership Cap by wire transfer of immediately available funds within five business days of the holder’s election.

In the event of a Major Transaction (as defined in the 2023 Warrant), and without regard to the Beneficial Ownership Cap, and without any requirement to exercise the 2023 Warrant or pay the exercise price, holders of 2023 Warrants may elect to receive, for each share that would have been issuable upon exercise of the 2023 Warrant immediately prior to the occurrence of the Major Transaction, the number of shares of common stock of the successor or acquiring corporation or the Company, if it is the surviving corporation, and any additional consideration receivable by a holder of the Company’s common stock as a result of the Major Transaction, as if the 2023 Warrant had been exercised for cash. If holders of the Company’s common stock are provided a choice as to the securities, cash or property to be received in the Major Transaction, the holders of 2023 Warrants will be given the same option.

In the event of a Major Transaction, without regard to the Beneficial Ownership Cap, and without any requirement to exercise the 2023 Warrant or pay the exercise price, holders may also elect to receive (a) the amount of cash, property and other assets and the number of securities or other property of the successor entity, the Company or other entity that would be issuable in the Major Transaction in respect of an amount equal to the Black-Scholes Value of the unexercised portion of the 2023 Warrant determined as of the date the Major Transaction is consummated or otherwise occurs, divided by the closing price of the Company’s common stock on the principal securities exchange or other securities market on which the Company’s common stock is then traded on the trading day immediately preceding the date on which the Major Transaction is consummated or otherwise occurs or (b) if none of the foregoing applies, an amount in cash equal to the Black-Scholes Value of the unexercised portion of the 2023 Warrant.

Upon the occurrence of an Organic Change (as defined in the 2023 Warrant), the holder will be entitled to receive, at its option and without regard to the Beneficial Ownership Cap, the kind and amount of securities, cash or other property of the Company or the successor entity, as the case may be, that the holder would have been entitled to receive if the shares underlying the 2023 Warrant were outstanding immediately prior to the Organic Change. If holders of the Company’s common stock are provided a choice as to the securities, cash or property to be received in the Organic Change, the holders of 2023 Warrants will be given the same option.

If the Company does not survive a Major Transaction or Organic Change as the parent company, the Company will cause the successor entity to assume all obligations of the Company under the 2023 Warrants and the Registration Rights Agreement.

Registration Rights Agreement

Pursuant to the Exchange Agreement, the Company will also enter into a registration rights agreement, pursuant to which the Company will agree to prepare and file with the SEC a Registration Statement on Form S-3, or such other form as required to effect a registration of the Company’s common stock issued or issuable upon exercise of the 2023 Warrants (the “2023 Warrant Registrable Securities”), covering the resale of the 2023 Warrant Registrable Securities and such indeterminate number of additional shares of the Company’s common stock as may become issuable upon conversion of or otherwise pursuant to the 2023 Warrants to prevent dilution resulting from certain corporate actions. Such Registration Statement must be filed within 10 business days following the closing of the Exchange Transaction.

Convertible Notes

In March 2020, the Company issued $230.0 million in aggregate principal amount of its Convertible Notes in a private offering (the “Convertible Notes”). The Convertible Notes are governed by an indenture dated March 9, 2020 between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Company received net proceeds from the offering of $222.6 million.

The Convertible Notes bear interest at a rate of 2.625% per year, payable semi-annually in arrears on March 1st and September 1st. The Convertible Notes may bear additional interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under, or if the Convertible Notes are not freely tradeable as required by, the indenture governing the Convertible Notes. Upon conversion, the Convertible Notes will be convertible into cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election.

The Convertible Notes are general unsecured senior obligations and will mature on March 1, 2025, unless earlier repurchased, redeemed or converted, subject to satisfaction of certain conditions and during the periods described below. The initial conversion rate for the Convertible Notes is 20.9161 shares of common stock, par value $0.0001 per share, per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $47.81 per share). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that may occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or in connection with such redemption, as the case may be, in certain circumstances.

The Company was not allowed to redeem the Convertible Notes prior to March 5, 2023, and no sinking fund is provided for the Convertible Notes. On or after March 5, 2023, the Company may redeem for cash all or any portion of the Convertible Notes, at its option, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

The Convertible Notes do not contain any financial or operating covenants or any restrictions on the issuance of other indebtedness or the issuance or repurchase of securities by the Company. The Convertible Notes indenture contains customary events of default, including that upon certain events of default, 100% of the principal and accrued and unpaid interest on the Convertible Notes will automatically become due and payable. The debt issuance costs of $7.4 million are amortized to interest expense using the effective interest method over five years, the contractual term of the Convertible Notes, with an effective interest rate of 3.3%.

The Company monitors the provision of the Convertible Notes that allow for certain conversion rights at each quarterly reporting date in order to determine whether the Convertible Notes are convertible or subject to an event triggering potential redemption during the prescribed measurement periods. As of the date of this report, none of the outstanding convertible notes had been redeemed by the Company. Based on the closing price of our common stock of $1.72 on the last trading day of the quarter, the if-converted values of the Convertible Notes did not exceed the remaining principal balance as of September 30, 2023.

All future principal payments related to the Convertible Notes are due in March 2025. The outstanding balances of the Convertible Notes consisted of the following (in thousands):

	September 30, 2023		December 31, 2022
Outstanding principal of Convertible Notes	$	230,000	$	230,000
Less: unamortized issuance costs	(2,236)		(3,378)
Long-term debt, net	$	227,764	$	226,622

The following table sets forth total interest expense recognized related to the Convertible Notes (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Contractual interest expense	$	1,509	$	1,509	$	4,528	$	4,528
Amortization of issuance costs	385		373		1,142		1,105
Total interest expense	$	1,894	$	1,882	$	5,670	$	5,633

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Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Event

Subsequent Events

Reorganization

In October 2023, the Company committed to a reorganization that is expected to result in the termination of approximately 110 positions, representing approximately 20% of the Company’s global workforce. The Company took this step to decrease its costs and create a more streamlined organization to support its business. In connection with the reduction in force, the Company currently estimates it will incur approximately $5 million of costs, consisting primarily of cash severance costs and transition support services for impacted employees, which the Company expects to recognize in the fourth quarter of 2023. The Company expects to substantially complete the reorganization by December 31, 2023. The estimates of costs and expenses that the Company expects to incur in connection with the reduction in workforce are subject to a number of

assumptions and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the workforce reduction.

Notes Exchange

On November 6, 2023, the Company entered into a privately negotiated exchange agreement with certain existing holders of its outstanding Convertible Notes. Under the terms of the exchange agreement, the holders will surrender approximately $215.7 million in aggregate principal amount of Convertible Notes for (i) approximately $215.7 million in aggregate principal amount of Secured Notes and (ii) the 2023 Warrants to purchase an aggregate of 16.0 million shares of the Company’s common stock, at an exercise price of $1.69 per share. For additional information regarding the Secured Notes and the 2023 Warrants, see Note 9. Long-term Debt, Net.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net loss	$ (37,411)	$ (43,668)	$ (41,238)	$ (36,690)	$ (39,239)	$ (39,500)	$ (122,317)	$ (115,429)

XML

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all information and disclosures required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for annual financial statements. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and U.S. GAAP for unaudited condensed consolidated financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and results of its operations as of and for the periods presented. Unless indicated otherwise, all amounts presented in financial tables are presented in thousands, except for per share and par value amounts.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Given the global economic climate, certain estimates are becoming more challenging, and actual results could differ materially from those estimates. The results of the Company’s operations for the three and nine month periods ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year or for any other period.

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration expected to be received in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Performance obligations are considered satisfied once the Company has transferred control of a product or service to the customer, meaning the customer has the ability to use and obtain the benefit of the product or service. The Company recognizes revenue for satisfied performance obligations only when there are no uncertainties regarding payment terms or transfer of control.The Company generates the majority of its revenue from sales of its proprietary CosMx, GeoMx, and nCounter Analysis systems, and related consumables. Services consist of instrument service contracts for maintenance, repair and other support related to customer owned instruments, and also certain service fees for assay processing and data analysis and reporting.

Leases

The Company determines if an arrangement is a lease at inception of a contract. The Company’s leasing portfolio is comprised of operating leases primarily for general office, manufacturing, and research and development purposes, and financing leases for equipment. Operating and financing lease liabilities and the corresponding right-of-use assets are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Operating lease right-of-use assets are reduced by lease incentives included in the agreement. As the existing leases do not contain an implicit interest rate, the Company estimates its incremental borrowing rate based on information available at commencement date in determining the present value of future payments. The Company includes options to extend the lease in the lease liability and right-of-use asset when it is reasonably certain that the option will be exercised. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term. For our short-term leases, we recognize lease payments as an expense on a straight-line basis over the lease term.

Capitalized Internal Use Software Costs

The Company capitalizes certain development costs incurred in connection with software development for internal-use software platforms used in operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized internal use software development costs are included in property and equipment and are amortized on a straight-line basis over the estimated useful life of the software platforms and are included in depreciation and amortization within operating expenses in the consolidated statements of operations. Unamortized capitalized internal-use software development costs were $13.3 million and $11.8 million as of September 30, 2023 and December 31, 2022, respectively. Amortization of capitalized internal-use software costs was $1.2 million and $3.4 million for the three and nine months ended September 30, 2023.

Capitalized costs associated with the implementation of hosted third-party cloud computing arrangements are recorded as part of current and long-term other assets. Maintenance and training costs are expensed as incurred on a straight-line basis over the term of the related hosting arrangement. Costs are recorded within the consolidated statements of operations based on functional use of the software. Unamortized capitalized software implementation costs were $1.4 million and $1.9 million as of September 30, 2023 and December 31, 2022, respectively. Amortization of capitalized software implementation costs of hosted third-party cloud computing arrangements was $0.2 million and $0.5 million for both the three and nine month periods ended September 30, 2023 and 2022, respectively.

Net Loss Per Share

Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. Convertible Notes, outstanding options to purchase common stock, restricted stock units and common stock warrants have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. Accordingly, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same.

Fair Value Measurements

The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to measure fair value. The three levels of the fair value hierarchy are as follows:

•Level 1 — Quoted prices in active markets for identical assets and liabilities.

•Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The recorded amounts of certain financial instruments, including cash, accounts receivable, prepaid expenses and other, accounts payable and accrued liabilities, approximate fair value due to their relatively short-term maturities. The fair value of the Company’s long-term debt can be determined based on the estimated or actual bid prices of the Convertible Notes in an over-the-counter market, which are classified as a Level 2 financial instrument.

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Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table provides information about disaggregated revenue by major product line and primary geographic market (in thousands):

	Three Months Ended September 30, 2023								Nine Months Ended September 30, 2023
	Americas		Europe and Middle East		Asia Pacific		Total		Americas		Europe and Middle East		Asia Pacific		Total
Instruments	$	14,927	$	4,077	$	4,604	$	23,608	$	32,481	$	11,708	$	8,418	$	52,607
Consumables	12,099		5,097		1,101		18,297		38,729		16,425		4,176		59,330
Service and other revenue	4,119		1,699		366		6,184		10,979		4,002		1,133		16,114
Total revenue	$	31,145	$	10,873	$	6,071	$	48,089	$	82,189	$	32,135	$	13,727	$	128,051

	Three Months Ended September 30, 2022								Nine Months Ended September 30, 2022
	Americas		Europe and Middle East		Asia Pacific		Total		Americas		Europe and Middle East		Asia Pacific		Total
Instruments	$	4,835	$	2,171	$	1,017	$	8,023	$	16,343	$	6,132	$	4,189	$	26,664
Consumables	12,044		3,687		851		16,582		37,017		11,778		3,102		51,897
Service and other revenue	3,437		1,259		240		4,936		10,124		3,486		669		14,279
Total revenue	$	20,316	$	7,117	$	2,108	$	29,541	$	63,484	$	21,396	$	7,960	$	92,840

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Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Summary of Shares Underlying Outstanding Options and Warrants were Excluded from Computation of Basic and Diluted Net Loss Per Share

The following shares were excluded from the computation of basic and diluted net loss per share for the periods presented (in thousands):

	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Options to purchase common stock	1,654	1,788	1,693	1,866
Restricted stock units	4,996	2,218	4,109	1,777
Common stock warrants	471	471	471	471

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Short-term Investments (Tables)

9 Months Ended

Sep. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Debt Securities, Available-for-sale

Short-term investments consisted of available-for-sale and equity securities as follows (in thousands):

Type of securities as of September 30, 2023	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Corporate debt securities	$	3,296	$	3	$	—	$	3,299
Total available-for-sale debt securities	$	3,296	$	3	$	—	$	3,299

Type of securities as of December 31, 2022	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Corporate debt securities	$	62,862	$	—	$	(359)	$	62,503
Government-related debt securities	22,009		—		(230)		21,779
Total available-for-sale debt securities	$	84,871	$	—	$	(589)	$	84,282

Fair Values of Available-for-Sale Securities by Contractual Maturity

The fair values of available-for-sale debt securities by contractual maturity were as follows (in thousands):

	September 30, 2023		December 31, 2022
Maturing in one year or less	$	3,299	$	81,004
Maturing in one to three years	—		3,278
Total available-for-sale debt securities	$	3,299	$	84,282

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Company's Available-for-Sale Securities by Level within Fair Value Hierarchy

The Company’s investments by level within the fair value hierarchy were as follows (in thousands):

	Fair value measurement using:
Type of securities as of September 30, 2023	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market fund	$	90,666	$	—	$	—	$	90,666
Short-term investments:
Corporate debt securities	—		3,299		—		3,299
Total	$	90,666	$	3,299	$	—	$	93,965
	Fair value measurement using:
Type of securities as of December 31, 2022	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market fund	$	104,294	$	—	$	—	$	104,294
Short-term investments:
Corporate debt securities	—		62,503		—		62,503
U.S. Government-related debt securities	—		21,779		—		21,779
Total	$	104,294	$	84,282	$	—	$	188,576

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Inventory (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory, net of related reserves, consisted of the following as of the date indicated (in thousands):

	September 30, 2023		December 31, 2022
Raw materials	$	13,187	$	11,013
Intermediate manufactured components	17,309		14,715
Finished goods	24,663		17,545
Total inventory, net	$	55,159	$	43,273

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Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Components of Borrowings, Including Current Portion

The outstanding balances of the Convertible Notes consisted of the following (in thousands):

	September 30, 2023		December 31, 2022
Outstanding principal of Convertible Notes	$	230,000	$	230,000
Less: unamortized issuance costs	(2,236)		(3,378)
Long-term debt, net	$	227,764	$	226,622

Schedule of Interest Expense

The following table sets forth total interest expense recognized related to the Convertible Notes (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Contractual interest expense	$	1,509	$	1,509	$	4,528	$	4,528
Amortization of issuance costs	385		373		1,142		1,105
Total interest expense	$	1,894	$	1,882	$	5,670	$	5,633

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Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Significant Accounting Policies [Line Items]
Capitalized computer software, net	$ 1,400,000		$ 1,400,000		$ 1,900,000
Software and Software Development Costs
Significant Accounting Policies [Line Items]
Capitalized computer software, amortization	200,000	$ 200,000	500,000	$ 500,000
Software Development
Significant Accounting Policies [Line Items]
Capitalized computer software, gross	13,300,000		13,300,000		$ 11,800,000
Capitalized computer software, amortization	$ 1,200,000		$ 3,400,000

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Revenue from Contracts with Customers - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) sales_force	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Number of sales forces | sales_force			1
Revenues	$ 48,089	$ 29,541	$ 128,051	$ 92,840
Contract liabilities	(18,300)		(18,300)		$ (13,000)
Customer deposits	1,653		1,653		1,757
Increase in contract with customer liability			5,200
Cash payments received form customers			18,100
Performance obligation satisfied in previous period			13,000
Contract assets	900		$ 900		$ 1,100
Revenue, performance obligation, description of payment terms			42 days
Total Products And Services
Disaggregation of Revenue [Line Items]
Remaining performance obligation	20,000		$ 20,000
UNITED STATES
Disaggregation of Revenue [Line Items]
Revenues	$ 30,000	$ 19,000	$ 79,900	$ 60,900

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Revenue from Contracts with Customers - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 48,089	$ 29,541	$ 128,051	$ 92,840
Instruments
Disaggregation of Revenue [Line Items]
Revenues	23,608	8,023	52,607	26,664
Consumables
Disaggregation of Revenue [Line Items]
Revenues	18,297	16,582	59,330	51,897
Service and other revenue
Disaggregation of Revenue [Line Items]
Revenues	6,184	4,936	16,114	14,279
Americas
Disaggregation of Revenue [Line Items]
Revenues	31,145	20,316	82,189	63,484
Americas | Instruments
Disaggregation of Revenue [Line Items]
Revenues	14,927	4,835	32,481	16,343
Americas | Consumables
Disaggregation of Revenue [Line Items]
Revenues	12,099	12,044	38,729	37,017
Americas | Service and other revenue
Disaggregation of Revenue [Line Items]
Revenues	4,119	3,437	10,979	10,124
Europe and Middle East
Disaggregation of Revenue [Line Items]
Revenues	10,873	7,117	32,135	21,396
Europe and Middle East | Instruments
Disaggregation of Revenue [Line Items]
Revenues	4,077	2,171	11,708	6,132
Europe and Middle East | Consumables
Disaggregation of Revenue [Line Items]
Revenues	5,097	3,687	16,425	11,778
Europe and Middle East | Service and other revenue
Disaggregation of Revenue [Line Items]
Revenues	1,699	1,259	4,002	3,486
Asia Pacific
Disaggregation of Revenue [Line Items]
Revenues	6,071	2,108	13,727	7,960
Asia Pacific | Instruments
Disaggregation of Revenue [Line Items]
Revenues	4,604	1,017	8,418	4,189
Asia Pacific | Consumables
Disaggregation of Revenue [Line Items]
Revenues	1,101	851	4,176	3,102
Asia Pacific | Service and other revenue
Disaggregation of Revenue [Line Items]
Revenues	$ 366	$ 240	$ 1,133	$ 669

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Net Loss Per Share - Summary of Shares Underlying Outstanding Options and Warrants were Excluded from Computation of Basic and Diluted Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share (in shares)	1,654	1,788	1,693	1,866
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share (in shares)	4,996	2,218	4,109	1,777
Common stock warrants | Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share (in shares)	471	471	471	471

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Short-term Investments - Available-for-Sale Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]
Amortized cost	$ 3,296	$ 84,871
Gross unrealized gains	3	0
Gross unrealized losses	0	(589)
Fair value	3,299	84,282
Corporate debt securities
Debt Securities, Available-for-sale [Line Items]
Amortized cost	3,296	62,862
Gross unrealized gains	3	0
Gross unrealized losses	0	(359)
Fair value	$ 3,299	62,503
Government-related debt securities
Debt Securities, Available-for-sale [Line Items]
Amortized cost		22,009
Gross unrealized gains		0
Gross unrealized losses		(230)
Fair value		$ 21,779

XML

Short-term Investments - Fair Values of Available-for-Sale Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Maturing in one year or less	$ 3,299	$ 81,004
Maturing in one to three years	0	3,278
Total available-for-sale debt securities	$ 3,299	$ 84,282

XML

Fair Value Measurements - Company's Available-for-Sale Securities by Level within Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	$ 3,299	$ 84,282
Total	93,965	188,576
Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	3,299	62,503
Government-related debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value		21,779
Money market fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	90,666	104,294
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	90,666	104,294
Level 1 | Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	0	0
Level 1 | Government-related debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value		0
Level 1 | Money market fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	90,666	104,294
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	3,299	84,282
Level 2 | Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	3,299	62,503
Level 2 | Government-related debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value		21,779
Level 2 | Money market fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Level 3 | Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	0	0
Level 3 | Government-related debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value		0
Level 3 | Money market fund
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	$ 0
Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt fair value	$ 182,000
Senior Notes | Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument face amount			$ 230,000

XML

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 13,187	$ 11,013
Intermediate manufactured components	17,309	14,715
Finished goods	24,663	17,545
Inventory, net	$ 55,159	$ 43,273

XML

Long-term Debt - Additional Information (Details) $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended
	Mar. 31, 2020 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares	Nov. 08, 2023 USD ($)	Nov. 06, 2023 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares	Sep. 30, 2022 USD ($)
Line of Credit Facility [Line Items]
Debt instrument, specified event of default, threshold principal amount unpaid | $		$ 10.0
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001			$ 0.0001
Share price (in usd per share) | $ / shares		$ 1.72
Maximum
Line of Credit Facility [Line Items]
Beneficial ownership cap		0.0999
Minimum
Line of Credit Facility [Line Items]
Beneficial ownership cap		0.0499
Subsequent Event | 2023 Warrants
Line of Credit Facility [Line Items]
Number of warrants, outstanding (in shares) | shares				16,000,000
Exercise price (in dollars per share) | $ / shares				$ 1.69
Convertible Notes
Line of Credit Facility [Line Items]
Debt issuance costs | $						$ 7.4
Debt term		5 years
Effective interest rate		3.30%
Senior Notes | Convertible Notes
Line of Credit Facility [Line Items]
Debt instrument face amount | $	$ 230.0
Debt instrument stated rate					2.625%
Proceeds from issuance of debt | $	$ 222.6
Conversion ratio	20.9161
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Conversion price | $ / shares	$ 47.81
Senior Notes | Convertible Notes | Subsequent Event
Line of Credit Facility [Line Items]
Debt instrument face amount | $			$ 14.3	$ 215.7

XML

Long-term Debt - Components of Borrowings, Including Current Portion (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt, net	$ 227,764	$ 226,622
Convertible Notes
Debt Instrument [Line Items]
Less: unamortized issuance costs	(2,236)	(3,378)
Long-term debt, net	227,764	226,622
Convertible Notes
Debt Instrument [Line Items]
Outstanding principal of Convertible Notes	$ 230,000	$ 230,000

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Long-term Debt - Schedule of Interest (Details) - Convertible Notes - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Contractual interest expense	$ 1,509	$ 1,509	$ 4,528	$ 4,528
Amortization of issuance costs	385	373	1,142	1,105
Total interest expense	$ 1,894	$ 1,882	$ 5,670	$ 5,633

XML

Commitments and Contingencies (Details) $ in Millions	3 Months Ended
	Sep. 30, 2023 USD ($)
Loss Contingencies [Line Items]
Loss Contingency, Loss in Period	$ 1.7

XML

Subsequent Events (Details)	1 Months Ended
	Oct. 31, 2023 USD ($)	Nov. 08, 2023 USD ($)	Nov. 06, 2023 USD ($)	Sep. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares	Mar. 31, 2020 USD ($) $ / shares
Subsequent Event [Line Items]
Common stock, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Senior Notes | Convertible Notes
Subsequent Event [Line Items]
Debt instrument stated rate					2.625%
Debt instrument face amount						$ 230,000,000
Common stock, par value (in dollars per share) | $ / shares						$ 0.0001
Subsequent Event | Employee Severance
Subsequent Event [Line Items]
Restructuring and related cost, number of positions eliminated	110
Restructuring and related cost, number of positions eliminated, period percent	20.00%
Restructuring and related cost, expected cost	$ 5,000,000
Subsequent Event | Senior Notes | Convertible Notes
Subsequent Event [Line Items]
Debt instrument face amount		$ 14,300,000	$ 215,700,000
Subsequent Event | Senior Notes | Convertible Senior Notes Due 2026
Subsequent Event [Line Items]
Debt instrument stated rate			6.95%
Debt instrument face amount			$ 215,700,000