Document


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 2, 2017  
_______________________________ 
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))
 
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
ý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).   ¨


Item 2.02 Results of Operations and Financial Condition.
On November 2, 2017, NanoString Technologies, Inc. (“NanoString” or the “Company”) issued a press release reporting its financial results for the third quarter 2017. A copy of the press release is furnished herewith as Exhibit 99.1.
    
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit No.
  
Description
  

The information furnished in this Current Report under Item 2.02 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
NanoString Technologies, Inc.
 
 
 
 
Date:
November 2, 2017
By:  
/s/ R. Bradley Gray
 
 
 
R. Bradley Gray
 
 
 
President and Chief Executive Officer






Exhibit



Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11868417&doc=3

FOR IMMEDIATE RELEASE
NanoString Technologies Releases Operating Results for Third Quarter of 2017

SEATTLE - November 2, 2017 - NanoString Technologies, Inc. (NASDAQ:NSTG), a provider of life science tools for translational research and molecular diagnostic products, today reported financial results for the third quarter of 2017. The results were consistent with the company's announcement of preliminary revenue on October 11, 2017.
Third Quarter Financial Highlights
Total revenue of $27.0 million, 13% year-over-year growth
Total product and service revenue of $16.9 million, 12% year-over-year decline
Consumables revenue of $10.7 million, including $1.7 million of Prosigna® IVD kits, 7% year-over-year decline
Instrument revenue of $4.4 million, 36% year-over-year decline
Collaboration revenue of $10.1 million

“We have taken a number of actions to improve the growth of our life science business, including appointing new commercial leadership, expanding and specializing our sales channel, and launching a number of new consumable products, and we expect these initiatives will help to stabilize the business in the fourth quarter and return it to growth in 2018,” stated Brad Gray, president and chief executive officer of NanoString. “Our management team is intensely focused on revitalizing the growth of our core business while advancing our pipeline of new instrument platforms, including Digital Spatial Profiling, which is scheduled to launch late next year.”
Recent Business Highlights
Increased installed base to approximately 570 nCounter® Analysis Systems at September 30, 2017
Appointed J. Chad Brown as senior vice president, sales & marketing to lead commercial operations
Launched PanCancer IO 360TM gene expression panel for translational research, which assays key pathways from the tumor, microenvironment and immune system and includes more than 20 potentially predictive signatures of therapeutic response to immunotherapy
Entered into collaboration with the NSABP Foundation to study colorectal tumor samples using the PanCancer IO 360 panel to identify biomarkers of immune evasion that may inform the development of novel immunotherapies
Launched new Neuropathology gene expression panel for research of neurological disorders, such as Alzheimer’s Disease, Parkinson’s Disease, Amyotrophic Lateral Sclerosis, and Huntington’s Disease
Entered into $50 million collaboration agreement with Lam Research to advance development of the Hyb & SeqTM next generation sequencing platform
Presented proof-of-principle research demonstrating the capability of Hyb & Seq technology to perform liquid biopsy measurement by direct capture and sequencing of cell-free DNA
Third Quarter Financial Results
Revenue for the three months ended September 30, 2017 increased by 13% to $27.0 million, as compared to $23.9 million for the third quarter of 2016. Instrument revenue was $4.4 million, 36% lower than the prior year period, primarily due to a reduction in the number of systems sold. Consumables revenue, excluding Prosigna, was $9.0 million for the third quarter of 2017, 12% lower than in the comparable 2016 quarter due to a reduction in the consumable pull through from the installed base of systems. Prosigna IVD kit revenue was $1.7 million for the quarter, an increase of 47% over the third quarter of 2016. Collaboration revenue totaled $10.1 million, compared to $4.8 million for the third quarter of 2016. Gross margin on product and service revenue was 57% for the third quarter of 2017, compared to 58% for the third quarter of 2016.
Research and development expense increased by 30% to $11.4 million for the third quarter of 2017 versus $8.7 million for the third quarter of 2016, reflecting investments in new products and technologies under development for the life science research market, including Digital Spatial Profiling and Hyb & Seq technologies, as well as increased costs associated with biopharma collaborations. Selling, general and administrative expense increased by 18% to $18.4 million for the third quarter of 2017 compared to $15.6 million for the prior year period, reflecting added staffing, including expansion of the sales channel, and other costs supporting the company’s growth.
Net loss for the three months ended September 30, 2017 was $11.4 million, or a loss of $0.45 per share, compared with $10.1 million, or $0.51 per share, for the third quarter of 2016.

Outlook for 2017
The company has revised its financial outlook for 2017 as follows:
Total revenue in the range of $109 million to $112 million, which was previously $114 million to $118 million
Product and service revenue in the range of $68 million to $71 million, which was previously $81 million to $85 million
Gross margin on product and service revenue of approximately 56%, which was previously 57% to 58%
Operating expenses in the range of $119 million to $121 million, which was previously $123 million to $126 million
Operating loss in the range of $38 million to $41 million, which was previously $42 million to $46 million
Net loss per share in the range of $1.86 to $1.99, which was previously $2.03 to $2.20

Conference Call
Management will host a conference call today beginning at 1:30 pm PT / 4:30 pm ET to discuss these results and answer questions. Individuals interested in listening to the conference call may do so by dialing (888) 793-9492 for domestic callers, or (734) 385-2643 for international callers. Please reference Conference ID 88331168. To listen to a live webcast, please visit the investor relations section of the company’s website at: www.nanostring.com. A replay of the call will be available beginning November 2, 2017 at 7:30pm ET through 7:30pm ET on November 9, 2017. To access the replay, dial (855) 859-2056 or (404) 537-3406 and reference Conference ID: 88331168. The webcast will also be available on the company’s website for one year following the completion of the call.

About NanoString Technologies, Inc.
NanoString Technologies provides life science tools for translational research and molecular diagnostic products. The company's nCounter Analysis System has been employed in life sciences research since it was first introduced in 2008 and has been cited in more than 1,700 peer-reviewed publications. The nCounter Analysis System offers a cost-effective way to easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations, simultaneously with high sensitivity and precision, facilitating a wide variety of basic research and translational medicine applications, including biomarker discovery and validation. The company's technology is also being used in diagnostics. The Prosigna Breast Cancer Prognostic Gene Signature Assay together with the nCounter Dx Analysis System is FDA 510(k) cleared for use as a prognostic indicator for distant recurrence of breast cancer. In addition, the company is collaborating with multiple biopharmaceutical companies in the development of companion diagnostic tests for various cancer therapies, helping to realize the promise of precision oncology.

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

Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the impact of changes in the company's commercial organization and future growth prospects, the capabilities of the company’s new products and future products under development, the timing of future product launches, development funding and its estimated 2017 operating results. 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 market acceptance of our products; delays or denials of regulatory approvals or clearances for products or applications; delays or denials of reimbursement for diagnostic products; the impact of competition; the impact of expanded sales, marketing, product development and clinical activities on operating expenses; delays or other unforeseen problems with respect to manufacturing, product development or clinical studies; adverse conditions in the general domestic and global economic markets; as well as the other risks set forth in the company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. NanoString Technologies disclaims any obligation to update these forward-looking statements.

The NanoString Technologies logo, NanoString, NanoString Technologies, Hyb & Seq, nCounter, PanCancer IO 360 and Prosigna are registered trademarks or trademarks of NanoString Technologies, Inc. in various jurisdictions.

Contact    
Douglas Farrell
Vice President, Investor Relations & Corporate Communications
dfarrell@nanostring.com
Phone: 206-602-1768

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,
 
2017
 
2016
 
2017
 
2016
Revenue:
 
 
 
 
 
 
 
Instruments
$
4,444

 
$
6,898

 
$
14,949

 
$
16,744

Consumables
9,020

 
10,303

 
26,806

 
26,579

In vitro diagnostic kits
1,689

 
1,147

 
4,963

 
3,142

Services
1,762

 
819

 
4,272

 
2,326

Total product and service revenue
16,915

 
19,167

 
50,990

 
48,791

Collaboration
10,101

 
4,766

 
28,682

 
12,466

Total revenue
27,016

 
23,933

 
79,672

 
61,257

Costs and expenses:
 
 
 
 
 
 
 
Cost of product and service revenue
7,305

 
8,075

 
22,692

 
21,816

Research and development
11,374

 
8,717

 
33,213

 
24,724

Selling, general and administrative
18,380

 
15,607

 
54,590

 
46,018

Total costs and expenses (a) (b)
37,059

 
32,399

 
110,495

 
92,558

Loss from operations
(10,043
)
 
(8,466
)
 
(30,823
)
 
(31,301
)
Other income (expense):
 
 
 
 
 
 
 
Interest income
252

 
104

 
549

 
266

Interest expense
(1,556
)
 
(1,509
)
 
(4,585
)
 
(4,150
)
Other income (expense)
(12
)
 
(179
)
 
185

 
(238
)
Total other income (expense), net
(1,316
)
 
(1,584
)
 
(3,851
)
 
(4,122
)
Net loss before provision for income taxes
(11,359
)
 
(10,050
)
 
(34,674
)
 
(35,423
)
Provision for income taxes
(45
)
 
(38
)
 
(137
)
 
(73
)
Net loss
$
(11,404
)
 
$
(10,088
)
 
$
(34,811
)
 
$
(35,496
)
Net loss per share, basic and diluted
$
(0.45
)
 
$
(0.51
)
 
$
(1.50
)
 
$
(1.79
)
Shares used in calculating basic and diluted net loss per share
25,240

 
19,864

 
23,172

 
19,779

 
 
 
 
 
 
 
 
(a) Includes $3.1 million and $2.2 million of stock-based compensation expense for the three months ended September 30, 2017 and 2016, respectively, and $8.2 million and $6.5 million for the nine months ended September 30, 2017 and 2016, respectively.
(b) Includes $0.8 million of depreciation and amortization expense for both the three months ended September 30, 2017 and 2016, and $2.5 million and $2.2 million for the nine months ended September 30, 2017 and 2016, respectively.
NANOSTRING TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
September 30,
 
December 31,
 
2017
 
2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
28,797

 
$
20,583

Short-term investments
61,051

 
53,453

Accounts receivable, net
18,288

 
22,193

Inventory
18,520

 
13,812

Prepaid expenses and other
6,109

 
3,744

Total current assets
132,765

 
113,785

Property and equipment, net
13,867

 
12,158

Other assets
555

 
430

Total assets
$
147,187

 
$
126,373

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
2,389

 
$
4,935

Accrued liabilities
20,047

 
12,344

Deferred revenue, current portion
16,678

 
19,033

Deferred rent, current portion
479

 
13

Lease financing obligations, current portion

 
58

Total current liabilities
39,593

 
36,383

Deferred revenue, net of current portion
5,407

 
22,664

Deferred rent and other liabilities, net of current portion
8,584

 
7,655

Long-term debt and lease financing obligations, net of current portion and debt issuance costs
48,533

 
47,366

Total liabilities
102,117

 
114,068

Total stockholders’ equity
45,070

 
12,305

Total liabilities and stockholders’ equity
$
147,187

 
$
126,373