Form 8-K - Current report

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): November 17, 2023

_______________________________

NanoString Technologies, Inc.

(Exact name of registrant as specified in its charter)

________________________________


Delaware	001-35980	20-0094687
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

530 Fairview Avenue North

Seattle, Washington 98109

(Address of principal executive offices, including zip code)

(206) 378-6266

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

____________________________

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


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	NSTG	The NASDAQ Stock Market LLC
		(The NASDAQ Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging Growth Company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ¨

Item 8.01 Other Events.

On November 17, 2023, after a trial in the U.S. District Court for the District of Delaware in the matter of 10x Genomics, Inc. et al v. NanoString Technologies, Inc., No. 21-CV-653-MFK, a jury verdict was entered in favor of plaintiffs, 10x Genomics, Inc. and Prognosys Biosciences, Inc. (the “Plaintiffs”), and against NanoString Technologies, Inc. (the “Company”). The jury found that the Company willfully infringed U.S. Patent Nos. 10,472,669, 10,961,566, 10,983,113, 10,996,219, 11,001,878, 11,008,607, and 11,293,917, and awarded Plaintiffs approximately $31 million in damages, consisting of approximately $25 million of lost profits and a $6 million royalty. The Company expects to file post-trial motions to overturn the jury’s verdict and/or amend the judgment. The Plaintiffs may seek to enhance the damages award up to three times based on the jury’s finding of willful infringement. The Company respectfully disagrees with the jury’s findings and plans to vigorously contest the verdict and judgment through post-trial motions in the district court, and through appeal to the U.S. Court of Appeals for the Federal Circuit.

On November 19, 2023, the Company issued a press release regarding the verdict and the Company’s withdrawal of its full year 2023 and fourth quarter financial guidance. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						NanoString Technologies, Inc. Press release dated November 19 , 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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


			NanoString Technologies, Inc.

Date:	November 20, 2023	By:	/s/ R. Bradley Gray
			R. Bradley Gray
			President and Chief Executive Officer

Exhibit 99.1

NanoString Comments on Delaware District Court Verdict

SEATTLE – November 19, 2023 - NanoString Technologies, Inc. (NASDAQ: NSTG), a leading provider of life science tools for discovery and translational research, commented on the November 17th verdict of a jury in the U.S. District Court for the District of Delaware finding that NanoString GeoMx® Digital Spatial Profiler products infringe patents licensed to 10x Genomics and awarding approximately $31 million in damages, consisting of approximately $25 million of lost profits and a $6 million royalty.

“We respectfully disagree with the jury’s verdict, which we will seek to have overturned or amended in our post-trial motions and then expect to appeal to the U.S. Court of Appeals for the Federal Circuit, a court that specializes in patent disputes. We remain resolute in our belief that the patents that 10x Genomics has asserted describe a fundamentally different scientific method than that which is used for our GeoMx system. Simply put, we believe the asserted patents are invalid, that we don’t infringe these patents, and that we should be vindicated on appeal.

This verdict does not prevent NanoString from continuing to sell GeoMx products anywhere in the world. We believe that we will defeat any request by 10x Genomics for a potential future injunction and that we will continue to sell our GeoMx products worldwide without interruption.

NanoString remains fully dedicated to enabling scientists to map the universe of biology and ultimately saving patients’ lives. 10x Genomics has filed multiple patent infringement lawsuits against us and other smaller competitors, a business strategy that we view as attempting to dominate the market to the detriment of scientists. NanoString remains steadfast in its commitment to defend the scientific community’s access to our products and researchers’ scientific freedom to select the platforms they need to advance their research.”

Brad Gray, President and CEO, NanoString Technologies, Inc.

Fourth Quarter and Fiscal Year 2023 Outlook

NanoString also announced today that it was withdrawing its full year 2023 and fourth quarter financial guidance, pending a review of the impact of this litigation outcome on its business.

About NanoString Technologies, Inc.

NanoString Technologies, a leader in spatial biology, offers an ecosystem of innovative discovery and translational research solutions, empowering our customers to map the universe of biology. The GeoMx® Digital Spatial Profiler is a flexible and consistent solution combining the power of whole tissue imaging with gene expression and protein data for spatial whole transcriptomics and proteomics. The CosMx™ Spatial Molecular Imager is a single-cell imaging platform powered by spatial multiomics enabling researchers to map single cells in their native environments to extract deep biological insights and novel discoveries from one experiment. The AtoMx™ Spatial Informatics Platform is a cloud-based informatics solution with advanced analytics and global collaboration capabilities, enabling powerful spatial biology insights anytime, anywhere. At the foundation of our research tools is our nCounter® Analysis System, which offers a secure way to easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations, simultaneously with high sensitivity and precision. For more information, please visit www.nanostring.com.

The NanoString logo, NanoString, NanoString Technologies, GeoMx, CosMx, AtoMx, and nCounter are trademarks or registered trademarks of NanoString Technologies, Inc., in the United States and other countries.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our intention to modify and appeal the verdict in the pending litigation with 10x Genomics, our expectations regarding the litigation, remedies, and the ultimate disposition of the pending litigation, and the impact of the pending litigation on our business, our operations, our financial performance and business outlook. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include that we may not successfully appeal the decision of the pending 10x Genomics litigation, we may be unsuccessful in the litigation; ongoing litigation may be prolonged, and a final disposition may be delayed; a lack of market acceptance of our products; adverse conditions in the general domestic and global economic markets; the effects of ongoing litigation on our business; the impact of competition; as well as the other risks set forth in our filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. NanoString Technologies disclaims any obligation to update these forward-looking statements.

Contact

Doug Farrell

Vice President, Investor Relations & Corporate Communications

dfarrell@nanostring.com

Phone: 206-602-1768

Cover Page Document	Nov. 17, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 17, 2023
Entity Registrant Name	NanoString Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35980
Entity Tax Identification Number	20-0094687
Entity Address, Address Line One	530 Fairview Avenue North
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98109
City Area Code	206
Local Phone Number	378-6266
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NSTG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001401708