Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)	May 23, 2016 (May 23, 2016)

NANOSPHERE, INC.

(Exact Name of Registrant as Specified in Charter)



Delaware	001-33775	36-4339870
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



4088 Commercial Avenue, Northbrook, Illinois	60062
(Address of Principal Executive Offices)	(Zip Code)



Registrant’s telephone number, including area code:	(847) 400-9000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD.

On May 23, 2016, Nanosphere, Inc. (the “Company”) filed a Change in Number of Shares Outstanding Notification with the Nasdaq Stock Market, LLC (“Nasdaq”) pursuant to Nasdaq Stock Market Rule 5250(e)(1) with respect to the issuance of 1,710,000 shares of the Company’s common stock on May 23, 2016 upon conversion of outstanding shares of the Company’s series C convertible preferred stock and the issuance of an aggregate of 9,377,852 shares of common stock upon the exercise of warrants to purchase common stock exercised on May 23, 2016. After giving effect to these transaction, there will be 40,108,909 issued and outstanding shares of the Company’s common stock.

The information included under Item 7.01, "Regulation FD" of this Current Report on Form 8-K is being furnished and such information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NANOSPHERE, INC.

(Registrant)

By: /s/ Farzana Moinuddin

Farzana Moinuddin

Acting Principal Financial Officer and Chief Accounting Officer

Date: May 23, 2016