NanoString Technologies, Inc. (NASDAQ:NSTG) Files An 8-K Other Events
Item 8.01 Other Events.
entered into an underwriting agreement (the Underwriting
Agreement) with Robert W. Baird Co. Incorporated (the
Underwriter), relating to an underwritten public offering of
3,000,000>shares of common stock of the Company (the
Underwritten Shares) at a price of $16.75>per share. The net
proceeds to the Company from this offering are expected to be
approximately $49.1 million, after deducting underwriting
discounts and commissions and offering expenses. The Company
intends to use the net proceeds of the offering for general
corporate purposes and working capital. The Company has granted
the Underwriter a 30-day option to purchase up to an additional
450,000>shares of common stock (together with the Underwritten
Shares, the Shares). The closing of the offering is expected to
occur on or about June 6, 2017, subject to the satisfaction of
customary closing conditions.
statement on Form S-3 (Registration Statement No. 333-198465)
(the Registration Statement) previously filed with the Securities
and Exchange Commission and a related prospectus included in the
Registration Statement, as supplemented by a preliminary
prospectus supplement dated May 31, 2017>and a final
prospectus supplement dated June 1, 2017.
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.
In addition, to the terms of the Underwriting Agreement, certain
officers and directors of the Company have entered into lock-up
agreements with the Underwriter in substantially the form
included as Exhibit A to the Underwriting Agreement, which
generally prohibit the sale, transfer or other disposition of
securities of the Company for a 75-day period, subject to certain
exceptions.
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, a copy of which is filed
herewith as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. A copy of the opinion of Wilson
Sonsini Goodrich Rosati, Professional Corporation, relating to
the legality of the issuance and sale of the Shares in the
offering is filed as Exhibit 5.1 to this Current Report on Form
8-K.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of June 1, 2017, by
and between NanoString Technologies, Inc. and Robert W. Baird Co. Incorporated |
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5.1
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Opinion of Wilson Sonsini Goodrich Rosati, Professional
Corporation |
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23.1
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Consent of Wilson Sonsini Goodrich Rosati, Professional
Corporation (included in Exhibit 5.1) |
About NanoString Technologies, Inc. (NASDAQ:NSTG)
NanoString Technologies, Inc. develops and manufactures intuitive products that unlock scientifically valuable and clinically actionable biologic information from minute amounts of tissue. The Company operates in the segment of development, manufacture and commercialization of instruments, consumables and services for profiling the activity of hundreds of genes and proteins simultaneously from a single tissue sample. Its nCounter Analysis System is an automated, multi-application, digital detection and counting system, which directly profiles hundreds of molecules simultaneously using a barcoding technology. It markets systems and related consumables to researchers in academic, government and biopharmaceutical laboratories for use in understanding fundamental biology, and to clinical laboratories and medical centers for diagnostic use. Its molecular diagnostic product Prosigna Breast Cancer Assay provides an assessment of a patient’s risk of recurrence for breast cancer. NanoString Technologies, Inc. (NASDAQ:NSTG) Recent Trading Information
NanoString Technologies, Inc. (NASDAQ:NSTG) closed its last trading session up +0.23 at 17.33 with 1,238,431 shares trading hands.
