Основная статистика
| CIK | 1105184 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nanosphere, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| July 19, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33775 NANOSPHERE, INC. (Exact name of registrant as specified in its cha |
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| June 30, 2016 |
As filed with the Securities and Exchange Commission on June 30, 2016 Registration No. |
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| June 30, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) NANOSPHERE, INC. (Name of Subject Company) Nanosphere, Inc. (Names of Persons Filing Statement) Common Stock (Title of Class of Securities) 63009F204 (CUSIP Number of Class of Securitie |
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| June 30, 2016 |
As filed with the Securities and Exchange Commission on June 30, 2016 Registration No. |
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| June 30, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO AMENDMENT NO. 3 (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Nanosphere, Inc. (Name of Subject Company) Commodore Acquisition, Inc. (Offeror) Luminex Corporation (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, PAR VALUE $0.01 PER S |
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| June 30, 2016 |
8-K 1 d221627d8k.htm FORM 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) June 30, 2016 (June 30, 2016) NANOSPHERE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33775 36-4339870 (State or Other Jurisdiction |
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| June 30, 2016 |
As filed with the Securities and Exchange Commission on June 30, 2016 Registration Nos. |
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| June 30, 2016 |
S-8 POS 1 d176572ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 30, 2016 Registration Nos. 333-148989, 333-163634, 333-179543, 333-207244 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-148989 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-16 |
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| June 30, 2016 |
As filed with the Securities and Exchange Commission on June 30, 2016 Registration Nos. |
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| June 30, 2016 |
S-8 POS As filed with the Securities and Exchange Commission on June 30, 2016 Registration Nos. |
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| June 30, 2016 |
STATE OF DELAWARE CERTIFICATE OF MERGER EX-3.1 Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF MERGER Pursuant to Title 8, Section 251 of the Delaware General Corporation Law (the ?DGCL?), the undersigned corporation executed the following Certificate of Merger. 1. The name of each constituent corporation is ?Nanosphere, Inc.?, a Delaware corporation, and ?Commodore Acquisition, Inc.?, a Delaware corporation. 2. The Agreement and Plan of M |
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| June 30, 2016 |
Luminex Corporation Completes Acquisition of Nanosphere, Inc. EX-99.(A)(5)(H) Exhibit (a)(5)(H) Luminex Corporation Completes Acquisition of Nanosphere, Inc. Austin, Texas, June 30, 2016 /PRNewswire/ ? Luminex Corporation (NASDAQ: LMNX) today announced that Luminex has completed its previously announced acquisition of Nanosphere, Inc. (NASDAQ: NSPH) ?We are pleased to announce the completion of this transaction and welcome the Nanosphere team to the Luminex |
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| June 27, 2016 |
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) June 27, 2016 (June 24, 2016) NANOSPHERE, INC. |
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| June 27, 2016 |
SC 14D9/A 1 a14d-9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) NANOSPHERE, INC. (Name of Subject Company) Nanosphere, Inc. (Names of Persons Filing Statement) Common Stock (Title of Class of Securities) 63009F204 (CUSIP Numb |
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| June 27, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO AMENDMENT NO. 2 (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Nanosphere, Inc. (Name of Subject Company) Commodore Acquisition, Inc. (Offeror) Luminex Corporation (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, PAR VALUE $0.01 PER S |
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| June 10, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) NANOSPHERE, INC. (Name of Subject Company) Nanosphere, Inc. (Names of Persons Filing Statement) Common Stock (Title of Class of Securities) 63009F204 (CUSIP Number of Class of Securitie |
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| June 10, 2016 |
CORRESP June 10, 2016 Mr. Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nanosphere, Inc. Schedule 14D-9 Filed June 2, 2016 SEC File No. 005-83365 Dear Mr. Duchovny: Reference is hereby made to comments from the Staff of the Division of Corporation Finance (the ?Staff?) of the Secu |
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| June 3, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) NANOSPHERE, INC. (Name of Subject Company) Nanosphere, Inc. (Names of Persons Filing Statement) Common Stock (Title of Class of Securities) 63009F204 (CUSIP Number of Class of Securitie |
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| June 3, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO AMENDMENT NO. 1 (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Nanosphere, Inc. (Name of Subject Company) Commodore Acquisition, Inc. (Offeror) Luminex Corporation (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, PAR VALUE $ |
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| June 2, 2016 |
EX-2.1 2 d190525dex21.htm EX-2.1 Exhibit 2.1 SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN LUMINEX CORPORATION, COMMODORE ACQUISITION, INC. AND NANOSPHERE, INC. This Second Amendment to the Agreement and Plan of Merger (this “Second Amendment”) is entered into as of June 1, 2016, by and among Nanosphere, Inc., a Delaware corporation, Luminex Corporation, a Delaware corporation, and |
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| June 2, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 1, 2016 Nanosphere, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 2, 2016 |
SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 NANOSPHERE, INC. (Name of Subject Company) Nanosphere, Inc. (Names of Persons Filing Statement) Common Stock (Title of Class of Securities) 63009F204 (CUSIP Number of Class of Securities) Michael K. McGarr |
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| June 2, 2016 |
EX-99.E.2 Exhibit (e)(2) Luminex Corporation 12212 Technology Blvd. Austin, TX 78727 Attn: Harriss Currie,, Chief Financial Officer Ladies and Gentlemen: This confidentiality agreement (this Agreement) is entered into as of the 6th day of November, 2015, by and between Nanosphere, Inc., a Delaware corporation (the Company), and Luminex Corporation (you or your). In connection with your con |
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| June 2, 2016 |
EX-99.E.3 3 d194989dex99e3.htm EX-99.E.3 Exhibit (e)(3) Nachum “Homi” Shamir President and Chief Executive Officer Luminex Confidential Via Email April 18, 2016 Mr. Michael McGarrity President & Chief Executive Officer Nanosphere, Inc. 4088 Commercial Avenue, Northbrook, IL 60062 Re: Project Commodore Dear Mr. McGarrity: The purpose of this non-binding letter of intent (“LOI”) is to set forth, in |
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| June 2, 2016 |
EX-99.E.10 Exhibit (e)(10) Nanosphere, Inc. 4088 Commercial Avenue Northbrook, IL 60062 Agreement In consideration of my employment and the compensation paid to me by Nanosphere, Inc., a Delaware corporation headquartered in Illinois, any of its affiliated companies, successors or assigns (together, ?Nanosphere?), I acknowledge and agree as follows: Background A. Nanosphere has offered me a positi |
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| June 2, 2016 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Nanosphere, Inc. at $1.70 Net Per Share by Commodore Acquisition, Inc. a wholly-owned subsidiary of Luminex Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT TIME, AT THE END OF JUNE 29, 2016, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. June 2, 20 |
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| June 2, 2016 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Nanosphere, Inc. (Name of Subject Company) Commodore Acquisition, Inc. (Offeror) Luminex Corporation (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Ti |
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| June 2, 2016 |
EX-99.(A)(1)(C) 4 d191531dex99a1c.htm EX-99.(A)(1)(C) Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of Nanosphere, Inc. at $1.70 Net Per Share by Commodore Acquisition, Inc. a wholly-owned subsidiary of Luminex Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT TIME, AT THE END OF JUNE |
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| June 2, 2016 |
EX-99.(d)(5) Exhibit (d)(5) Luminex Corporation 12212 Technology Blvd. Austin, TX 78727 Attn: Harriss Currie,, Chief Financial Officer Ladies and Gentlemen: This confidentiality agreement (this ?Agreement?) is entered into as of the 6th day of November, 2015, by and between Nanosphere, Inc., a Delaware corporation (the ?Company?), and Luminex Corporation (?you? or ?your?). In connection with your |
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| June 2, 2016 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Nanosphere, Inc. at $1.70 Net Per Share by Commodore Acquisition, Inc., a wholly-owned subsidiary of Luminex Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT TIME, AT THE END OF JUNE 29, 2016, UNLESS THE OFFER IS EXTENDED OR EARLIER TER |
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| June 2, 2016 |
EX-99.(d)(6) Exhibit (d)(6) Nachum ?Homi? Shamir President and Chief Executive Officer Luminex Confidential Via Email April 18, 2016 Mr. Michael McGarrity President & Chief Executive Officer Nanosphere, Inc. 4088 Commercial Avenue, Northbrook, IL 60062 Re: Project Commodore Dear Mr. McGarrity: The purpose of this non-binding letter of intent (?LOI?) is to set forth, in general terms, certain preli |
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| June 2, 2016 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Nanosphere, Inc. at $1.70 Net Per Share by Commodore Acquisition, Inc. a wholly-owned subsidiary of Luminex Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN DAYLIGHT TIME, AT THE END OF JUNE 29, 2016, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. June 2, 20 |
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| June 2, 2016 |
EX-99.(D)(3) 9 d191531dex99d3.htm EX-99.(D)(3) Exhibit (d)(3) SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN LUMINEX CORPORATION, COMMODORE ACQUISITION, INC. AND NANOSPHERE, INC. This Second Amendment to the Agreement and Plan of Merger (this “Second Amendment”) is entered into as of June 1, 2016, by and among Nanosphere, Inc., a Delaware corporation, Luminex Corporation, a Delaware |
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| June 2, 2016 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Letter of Transmittal To Tender Shares of Common Stock of Nanosphere, Inc. at $1.70 Net Per Share Pursuant to the Offer to Purchase dated June 2, 2016 by Commodore Acquisition, Inc. a wholly-owned subsidiary of Luminex Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTER |
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| June 2, 2016 |
EX-99.(a)(5)(G) Exhibit (a)(5)(G) Luminex Corporation Announces Commencement of Tender Offer for All Outstanding Shares of Nanosphere, Inc. Common Stock Austin, Texas, June 2, 2016 /PRNewswire/ ? Luminex Corporation (NASDAQ: LMNX) announced today that its wholly-owned subsidiary Commodore Acquisition, Inc. has commenced its previously announced tender offer to purchase all outstanding shares of co |
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| June 2, 2016 |
EX-99.(a)(5)(F) Exhibit (a)(5)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated June 2, 2016, and the related Letter of Transmittal and any amendments or supplements thereto. Purchaser (as defined below) is not aware of any state where the making of the |
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| May 31, 2016 |
Nanosphere, Inc. Conflict Minerals Report For the Year Ended December 31, 2015 Exhibit Exhibit 1.02 Nanosphere, Inc. Conflict Minerals Report For the Year Ended December 31, 2015 This Conflict Minerals Report (the ?Report?) of Nanosphere, Inc. (the ?Company?) has been prepared in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the ?Rule?), for the reporting period January 1, 2015 to December 31, 2015. The Rule requires disclosure of certain |
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| May 31, 2016 |
Nanosphere SD CONFLICT MINERAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Nanosphere, Inc. (Name of Registrant) Delaware 001-33775 36-4339870 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 4088 Commercial Avenue, Northbrook, IL 60062 (Address of principal executive offices) Farzana Moinud |
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| May 31, 2016 |
NSPH / Nanosphere, Inc. / MMCAP International Inc. SPC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. |
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| May 24, 2016 |
8-K 1 a8ksharesoutstanding5.htm 8-K SHARES OUTSTANDING 5 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 24, 2016 (May 24, 2016) NANOSPHERE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33775 36-4339870 (St |
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| May 24, 2016 |
NSPH / Nanosphere, Inc. / MMCAP International Inc. SPC Passive Investment SC 13G 1 mmcap-nanosphere13g051916.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 NANOSPHERE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 63009F105 (CUSIP Number) May 16, 2016 (Date of Event Which Requires Filing of This Statement) Check the Appropriate |
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| May 23, 2016 |
8-K 1 a8ksharesoutstanding4.htm 8-K SHARES OUTSTANDING 4 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 (St |
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| May 23, 2016 |
Luminex Corporation and Nanosphere, Inc. Provide Update on Acquisition Agreement EX-9.1 3 a424b3exhibit991-pressrele.htm EXHIBIT 9.1 424B3 MERGER AMEND Luminex Corporation and Nanosphere, Inc. Provide Update on Acquisition Agreement Austin, Texas and Northbrook, Illinois, May 23, 2016 /PRNewswire/ - Luminex Corporation (NASDAQ: LMNX) and Nanosphere, Inc. (NASDAQ: NSPH) announced today that they have entered into an amendment to the definitive agreement under which Luminex will |
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| May 23, 2016 |
424B3 1 a424b38kmergeramend.htm 424B3 MERGER AMEND Filed Pursuant to Rule 424(b)(3) under the Securities Act of 1933 in connection with Registration Statement No. 333-207460 PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED APRIL 14, 2016) NANOSPHERE, INC. Common Stock This Prospectus Supplement No. 2 supplements and amends the prospectus (the “Prospectus”) of Nanosphere, Inc. (“we,” “us,” or the “ |
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| May 23, 2016 |
SEC Exhibit FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN LUMINEX CORPORATION, COMMODORE ACQUISITION, INC. |
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| May 23, 2016 |
Exhibit 2.1 Exhibit 2.1 FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN LUMINEX CORPORATION, COMMODORE ACQUISITION, INC. AND NANOSPHERE, INC. This First Amendment to the Agreement and Plan of Merger (this ?First Amendment?) is entered into as of May 22, 2016, by and among Nanosphere, Inc., a Delaware corporation, Luminex Corporation, a Delaware corporation, and Commodore Acquisition, I |
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| May 23, 2016 |
Luminex Corporation and Nanosphere, Inc. Provide Update on Acquisition Agreement EX-99.1 3 d126945dex991.htm EXHIBIT 99.1 Exhibit 99.1 Luminex Corporation and Nanosphere, Inc. Provide Update on Acquisition Agreement Austin, Texas and Northbrook, Illinois, May , 2016 /PRNewswire/ — Luminex Corporation (NASDAQ: LMNX) and Nanosphere, Inc. (NASDAQ: NSPH) announced today that they have entered into an amendment to the definitive agreement under which Luminex will acquire Nanosphere |
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| May 23, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 22, 2016) Luminex Corporation (Exact name of registrant as specified in its charter) Delaware 000-30109 74-2747608 (State or other jurisdiction of incorporation) (Co |
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| May 23, 2016 |
EX-99.2 4 d126945dex992.htm EXHIBIT 99.2 Exhibit 99.2 Dear Colleague, Please see the attached press release we released early this morning. As you can see, we raised our offer price to acquire Nanosphere due to their receipt of an unsolicited bid from another party. The Boards of each of our companies support the revised offer and we are still on track to launch the tender offer on schedule and cl |
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| May 23, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 22, 2016) Nanosphere, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other jurisdiction of incorporation) (Commi |
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| May 23, 2016 |
Luminex Corporation and Nanosphere, Inc. Provide Update on Acquisition Agreement SEC Exhibit Luminex Corporation and Nanosphere, Inc. Provide Update on Acquisition Agreement Austin, Texas and Northbrook, Illinois, May 23, 2016 /PRNewswire/ - Luminex Corporation (NASDAQ: LMNX) and Nanosphere, Inc. (NASDAQ: NSPH) announced today that they have entered into an amendment to the definitive agreement under which Luminex will acquire Nanosphere, a leader in the molecular microbiology |
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| May 23, 2016 |
SEC Exhibit FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN LUMINEX CORPORATION, COMMODORE ACQUISITION, INC. |
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| May 20, 2016 |
SEC 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) May 20, 2016 (May 20, 2016) NANOSPHERE, INC. |
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| May 18, 2016 |
SEC 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) May 18, 2016 (May 18, 2016) NANOSPHERE, INC. |
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| May 17, 2016 |
SEC 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) May 17, 2016 (May 17, 2016) NANOSPHERE, INC. |
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| May 16, 2016 |
SEC Document Filed Pursuant to Rule 424(b)(3) under the Securities Act of 1933 in connection with Registration Statement No. |
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| May 16, 2016 |
424B3 1 a424b38kmerger.htm 424B3 - 8K MERGER Filed Pursuant to Rule 424(b)(3) under the Securities Act of 1933 in connection with Registration Statement No. 333-207460 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED APRIL 14, 2016) NANOSPHERE, INC. Common Stock This Prospectus Supplement No. 1 supplements and amends the prospectus (the “Prospectus”) of Nanosphere, Inc. (“we,” “us,” or the “Compan |
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| May 16, 2016 |
SEC Exhibit Exhibit 99.2 Luminex Corporation Signs Definitive Agreement to Acquire Nanosphere, Inc. - Acquisition Creates Premier Portfolio of Molecular Testing Solutions - Expands Access to the High-growth Molecular Microbiology Market - Immediately accelerates growth, accretive to adjusted earnings by end of 2017 Austin, Texas and Northbrook, Illinois, May 16, 2016 /PRNewswire/ - Luminex Corpora |
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| May 16, 2016 |
SEC Exhibit Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among LUMINEX CORPORATION and COMMODORE ACQUISITION, INC. and NANOSPHERE, INC. dated as of May 15, 2016 26995100v.1 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.01 The Offer 2 Section 1.02 Company Actions 5 Section 1.03 Directors 6 ARTICLE II THE MERGER 7 Section 2.01 The Merger 7 Section 2.02 Closing 7 Section 2.03 Effective Time 7 Se |
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| May 16, 2016 |
EX-99.1 3 exhibit991-other1.htm EXHIBIT 99.1 424 MERGER Exhibit 99.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2016 by and between Luminex Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Nanosphere, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurrently with |
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| May 16, 2016 |
EX-99.1 3 d175206dex991.htm EX-99.1 Exhibit 99.1 Dear Nanosphere Employees, We are thrilled at the prospect of you joining our Luminex team. You have created exciting products and brand awareness and we are excited at the prospect of including you as part of our family. While this is a big change for both companies, I understand it is a bigger change for each of you. I know that change creates unc |
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| May 16, 2016 |
EX-99.4 Exhibit 99.4 FORM OF SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of May 15, 2016 by and between Luminex Corporation, a Delaware corporation (?Parent?), and the undersigned stockholder (?Stockholder?) of Nanosphere, Inc., a Delaware corporation (the ?Company?). W I T N E S S E T H: WHEREAS, concurrently with the execution of this Agreement, Parent |
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| May 16, 2016 |
EX-99.3 5 d175206dex993.htm EX-99.3 Exhibit 99.3 Luminex Corporation Signs Definitive Agreement to Acquire Nanosphere, Inc. - Acquisition Creates Premier Portfolio of Molecular Testing Solutions - Expands Access to the High-Growth Molecular Microbiology Market - Immediately Accelerates Growth, Accretive to Adjusted Earnings by End of 2017 Austin, Texas and Northbrook, Illinois, May 16, 2016 /PRNew |
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| May 16, 2016 |
EX-99.2 Exhibit 99.2 Dear Colleagues, I am very excited to share some important news with you. As you can see from the attached press release from early this morning, Luminex and Nanoshpere, Inc. entered into a merger agreement for Luminex to acquire Nanosphere in an all-cash transaction. This transaction has the full support of the boards of directors of each company. For those of you less famili |
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| May 16, 2016 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among LUMINEX CORPORATION and COMMODORE ACQUISITION, INC. and NANOSPHERE, INC. dated as of May 15, 2016 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.01 The Offer 2 Section 1.02 Company Actions 5 Section 1.03 Directors 6 ARTICLE II THE MERGER 7 Section 2.01 The Merger 7 Section 2.02 Closing 7 Section 2.03 Effective Time 7 Section 2.04 Effect |
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| May 16, 2016 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2016 (May 15, 2016) Luminex Corporation (Exact name of registrant as specified in its charter) Delaware 000-30109 74-2747608 (State or other jurisdiction of incorpora |
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| May 16, 2016 |
Nanosphere 10-Q Q1-2016 (Quarterly Report) SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 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 001-337 |
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| May 16, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2016 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commission File Numb |
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| May 16, 2016 |
Nanosphere Announces First Quarter results EX-99.1 2 exhibit991q1-2016.htm EXHIBIT 99.1 Q1-16 EARNINGS RELEASE Exhibit 99.1 Nanosphere Announces First Quarter results NORTHBROOK, IL - May 16, 2016 - Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, today reported financial results for the first quarter March 31, 2016. Nanosphere achieved record revenues for the first quarter of 2016. Reve |
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| May 16, 2016 |
SEC Exhibit Exhibit 99.2 Luminex Corporation Signs Definitive Agreement to Acquire Nanosphere, Inc. - Acquisition Creates Premier Portfolio of Molecular Testing Solutions - Expands Access to the High-growth Molecular Microbiology Market - Immediately accelerates growth, accretive to adjusted earnings by end of 2017 Austin, Texas and Northbrook, Illinois, May 16, 2016 /PRNewswire/ - Luminex Corpora |
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| May 16, 2016 |
EX-2.1 2 exhibit21merger.htm EXHIBIT 2.1 MERGER AGMNT Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among LUMINEX CORPORATION and COMMODORE ACQUISITION, INC. and NANOSPHERE, INC. dated as of May 15, 2016 26995100v.1 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.01 The Offer 2 Section 1.02 Company Actions 5 Section 1.03 Directors 6 ARTICLE II THE MERGER 7 Section 2.01 The Merger 7 Section 2.02 |
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| May 16, 2016 |
SEC Exhibit Exhibit 99.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this ? Agreement ?) is made and entered into as of May 15, 2016 by and between Luminex Corporation, a Delaware corporation (? Parent ?), and the undersigned stockholder (? Stockholder ?) of Nanosphere, Inc., a Delaware corporation (the ? Company ?). W I T N E S S E T H: WHEREAS, concurrently with the execution of this Agreement, Pa |
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| May 16, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2016 (May 15, 2016) Nanosphere, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other jurisdiction of incorporation) (Commi |
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| April 22, 2016 |
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) April 22, 2016 (April 20, 2016) NANOSPHERE, INC. |
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| April 12, 2016 |
Table of Contents As filed with the Securities and Exchange Commission on April 12, 2016 Registration No. |
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| April 12, 2016 |
S-3/A Table of Contents As filed with the Securities and Exchange Commission on April 12, 2016 Registration No. |
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| April 12, 2016 |
Acceleration Request April 12, 2016 Securities and Exchange Commission 100 F Street, N. |
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| April 12, 2016 |
Acceleration Request April 12, 2016 Securities and Exchange Commission 100 F Street, N. |
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| April 8, 2016 |
Nanosphere 2015 10-K/A (Annual Report) 10-K/A 1 nsph-20151231x10ka.htm 2015 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition |
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| March 2, 2016 |
SC 13G/A 1 a16-51611sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Nanosphere, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63009F204 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 24, 2016 |
Table of Contents As filed with the Securities and Exchange Commission on February 24, 2016 Registration No. |
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| February 24, 2016 |
Table of Contents As filed with the Securities and Exchange Commission on February 24, 2016 Registration No. |
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| February 24, 2016 |
Nanosphere 10-K YEAR END 2015 (Annual Report) 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 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 001-33775 Nanosphere |
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| February 24, 2016 |
Exhibit Exhibit 99.1 Nanosphere Announces Fourth Quarter and Full Year 2015 Results, 2016 Guidance and Next Generation Verigene Progress Corporate Highlights and Guidance: ? Record fourth quarter and fiscal year revenues of $6.8 million and $21.1million, respectively ? Revenue guidance for 2016 set at $28 million to $30 million ? Next Generation Platform progress targeting third quarter 2016 regul |
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| February 24, 2016 |
Nanosphere 8-K 2015 YEAR END EARNINGS RELEASE (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 24, 2016 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commission |
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| February 24, 2016 |
nsph-exh109kenbahk |
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| February 16, 2016 |
SC 13G 1 a16-38861sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Nanosphere, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63009F204 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| January 29, 2016 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 29, 2016 (January 25, 2016) NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation |
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| January 6, 2016 |
Nanosphere Announces Record Preliminary Q4 and full year 2015 Results Exhibit Nanosphere Announces Record Preliminary Q4 and full year 2015 Results ? Preliminary Fourth Quarter Revenue of $6. |
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| January 6, 2016 |
Nanosphere 8-K Q4-15 PRE-RELEASE (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 6, 2016 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commission Fi |
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| December 22, 2015 |
NANOSPHERE, INC. ANNOUNCES COMPLETION OF $10 MILLION REGISTERED PUBLIC OFFERING EX-99.1 Exhibit 99.1 NANOSPHERE, INC. ANNOUNCES COMPLETION OF $10 MILLION REGISTERED PUBLIC OFFERING NORTHBROOK, Ill ? December 22, 2015 ? Nanosphere, Inc. (NSPH), a company enhancing medicine through targeted and flexible molecular diagnostics, today announced the completion of its previously announced public offering of the company?s common stock for total gross proceeds of approximately $10 mil |
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| December 22, 2015 |
Financial Statements and Exhibits, Other Events 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) December 22, 2015 (December 22, 2015) NANOSPHERE, INC. |
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| December 22, 2015 |
EX-10.1 2 d100759dex101.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, between Nanosphere, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject t |
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| December 18, 2015 |
Nanosphere 8-K (Current Report/Significant Event) 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) December 18, 2015 (December 17, 2015) NANOSPHERE, INC. |
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| December 18, 2015 |
NANOSPHERE, INC. ANNOUNCES $10 MILLION REGISTERED PUBLIC OFFERING EX-99.1 Exhibit 99.1 NANOSPHERE, INC. ANNOUNCES $10 MILLION REGISTERED PUBLIC OFFERING NORTHBROOK, Ill ? December 17, 2015 ? Nanosphere, Inc. (NSPH), a company enhancing medicine through targeted and flexible molecular diagnostics, today announced the pricing of a public offering of the company?s common stock with expected total gross proceeds of approximately $10 million. The offering is expected |
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| December 18, 2015 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December 17, between Nanosphere, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions s |
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| December 18, 2015 |
EX-4.1 Exhibit 4.1 COMMON STOCK PURCHASE WARRANT NANOSPHERE, INC. Warrant Shares: Initial Exercise Date: December 22, 2015 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?I |
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| December 18, 2015 |
EX-4.3 5 d103588dex43.htm EX-4.3 Exhibit 4.3 JT 13351/2 COPYRIGHT, 1930 BY DWIGHT & M. H. JACKSON CHICAGO PATENT PENDING NUMBER SHARES Incorporated under the laws of the State of Delaware NANOSPHERE, INC. [ ] Authorized Series C Convertible Preferred Shares $0.01 Par Value Per Share THIS CERTIFIES THAT is the owner of full paid and non-assessable SHARES OF THE SERIES C CONVERTIBLE PREFERRED STOCK |
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| December 18, 2015 |
EX-3.1 Exhibit 3.1 NANOSPHERE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Michael K. McGarrity and Farzana Moinuddin, do hereby certify that: 1. They are the President and Chief Executive Officer, and Secretary, respectively, of Nanaosphere, Inc., a D |
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| December 18, 2015 |
424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) under the Securities Act of 1933 in connection with Registration Statement Nos. |
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| December 18, 2015 |
EX-4.2 Exhibit 4.2 COMMON STOCK PURCHASE WARRANT NANOSPHERE, INC. Warrant Shares: Initial Exercise Date: December 22, 2015 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?I |
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| December 16, 2015 |
Acceleration Request December 16, 2015 Securities and Exchange Commission 100 F Street, N. |
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| December 11, 2015 |
Correspondence December 11, 2015 Securities and Exchange Commission 100 F Street, N. |
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| December 11, 2015 |
Correspondence H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 December 11, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nanosphere, Inc. Registration Statement on Form S-1 (File No. 333-207460) Withdrawal of Concurrence in Acceleration Request Ladies and Gentlemen: Reference is made to the letter of H.C. Wainwright & Co., LLC (?Wainwrig |
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| December 11, 2015 |
Correspondence December 11, 2015 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: NANOSPHERE, INC. Registration Statement on Form S-1 (Registration No. 333-207460) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (?Wainwright?), as placement agent for the referenced offering, hereby concurs |
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| December 11, 2015 |
Correspondence December 11, 2015 Securities and Exchange Commission 100 F Street, N. |
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| December 10, 2015 |
EX-3.7 2 d95890dex37.htm EX-3.7 EXHIBIT 3.7 NANOSPHERE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Michael K. McGarrity and Farzana Moinuddin, do hereby certify that: 1. They are the President and Chief Executive Officer, and Secretary, respectively, |
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| December 10, 2015 |
Issuer Free Writing Prospectus FWP Issuer Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-207460 December 10, 2015 NANOSPHERE COMPANY OVERVIEW Nanosphere, Inc. (the ?Company?) has filed a registration statement (including a preliminary prospectus) with the U.S. Securities and Exchange Commission (the ?SEC?) for the offering to which this presentation relates. Before you invest, you should read the prospe |
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| December 10, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d88768d8k.htm FORM 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) December 10, 2015 (December 10, 2015) NANOSPHERE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33775 36-4339870 (State or Other Juris |
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| December 10, 2015 |
EX-4.1 3 d95890dex41.htm EX-4.1 EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2015, between Nanosphere, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the t |
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| December 10, 2015 |
Issuer Free Writing Prospectus EX-99.1 Exhibit 99.1 Issuer Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-207460 December 10, 2015 NANOSPHERE COMPANY OVERVIEW Nanosphere, Inc. (the ?Company?) has filed a registration statement (including a preliminary prospectus) with the U.S. Securities and Exchange Commission (the ?SEC?) for the offering to which this presentation relates. Before you invest, you shoul |
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| December 10, 2015 |
Nanosphere AMENDMENT NO.2 TO FORM S-1 S-1/A 1 d95890ds1a.htm AMENDMENT NO.2 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on December 10, 2015 Registration No. 333-207460 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nanosphere, Inc. (Exact name of registrant as specified in its Charter) D |
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| December 10, 2015 |
COMMON STOCK PURCHASE WARRANT NANOSPHERE, INC. Warrant Shares: Initial Exercise Date: EX-4.2 Exhibit 4.2 COMMON STOCK PURCHASE WARRANT NANOSPHERE, INC. Warrant Shares: Initial Exercise Date: THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?Initial Exercise Da |
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| December 8, 2015 |
EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of December 7, 2015, by and among Nanosphere, Inc., a Delaware corporation (the ?Company?), and the holders signatory hereto (each a ?Lender? and collectively, the ?Lenders?). This Agreement is made in connection with that certain Second Amendment dated as of Decembe |
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| December 8, 2015 |
EX-4.1 Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND |
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| December 8, 2015 |
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Second Amendment?), dated as of December 7, 2015, is made among NANOSPHERE, INC., a Delaware corporation (the ?Borrower?), NSPH FUNDING LLC, a Delaware limited liability company (?NSPH?), in its capacity as collateral agent (in such capacity, ?Collateral Agent?) and the |
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| December 8, 2015 |
Nanosphere FORM 8-K (Current Report/Significant Event) Form 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) December 8, 2015 (December 7, 2015) NANOSPHERE, INC. |
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| November 20, 2015 |
November 20, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nanosphere, Inc. (the ?Company?) Registration Statement on Form S-3 (File No. 333-207461) Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-captioned Registrati |
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| November 20, 2015 |
Nanosphere AMENDMENT NO.1 TO FORM S-1 Amendment No.1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 20, 2015 Registration No. 333-207460 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nanosphere, Inc. (Exact name of registrant as specified in its Charter) Delaware 3841 36-4339870 |
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| November 13, 2015 |
Nanosphere AMENDMENT NO. 1 TO FORM S-3 Amendment No. 1 to Form S-3 Table of Contents As filed with the Securities and Exchange Commission on November 13, 2015. Registration No. 333-207461 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NANOSPHERE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 36-4339870 (S |
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| November 13, 2015 |
EX-12.1 Exhibit 12.1 Ratios of Combined Fixed Charges and Preference Dividends to Earnings (Dollars in Thousands) Year ended December 31, Nine Months Ended September 30, 2014 2013 2012 2011 2010 2015 Earnings (1) Loss before income taxes $ (39,070 ) $ (34,647 ) $ (32,872 ) $ (35,419 ) $ (40,612 ) $ (31,861 ) Fixed charges 1,617 1,108 211 231 472 2,187 $ (37,453 ) $ (33,539 ) $ (32,661 ) $ (35,188 |
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| November 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 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 001-33775 Nanosp |
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| November 9, 2015 |
Nanosphere 8-K Q3-15 EARNINGS RELEASE (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 9, 2015 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commission F |
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| November 9, 2015 |
Nanosphere Announces Record Q3 2015 Results Exhibit Exhibit 99.1 Nanosphere Announces Record Q3 2015 Results NORTHBROOK, IL - November 9, 2015 - Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, today reported financial and operating results for the third quarter ended September 30, 2015. Nanosphere achieved record revenues for the third quarter of 2015 of $4.9 million compared to $3.7 mil |
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| October 16, 2015 |
Table of Contents As filed with the Securities and Exchange Commission on October 16, 2015 Registration No. |
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| October 16, 2015 |
S-3 1 d78076ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on October 16, 2015. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NANOSPHERE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 36-4339870 (State or Other Jurisdiction of I |
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| October 16, 2015 |
EX-12.1 Exhibit 12.1 Ratios of Combined Fixed Charges and Preference Dividends to Earnings (Dollars in Thousands) Year ended December 31, Six Months Ended June 30, 2014 2013 2012 2011 2010 2015 Earnings (1) Loss before income taxes $ (39,070 ) $ (34,647 ) $ (32,872 ) $ (35,419 ) $ (40,612 ) $ (21,930 ) Fixed charges 1,617 1,108 211 231 472 1,406 $ (37,453 ) $ (33,539 ) $ (32,661 ) $ (35,188 ) $ (4 |
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| October 2, 2015 |
Form S-8 As filed with the Securities and Exchange Commission on October 2, 2015 Registration No. |
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| October 2, 2015 |
SC 13D/A 1 d54549dsc13da.htm AMENDMENT NO. 12 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Nanosphere, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 63009F105 (CUSIP Number) Theodore J. Theophilos Chief Administrative Officer Lurie Investments, Inc. |
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| October 2, 2015 |
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): October 2, 2015 (September 30, 2015) NANOSPHERE, INC. |
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| August 19, 2015 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pro |
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| August 11, 2015 |
Exhibit 10.15 RETENTION AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Kenneth Bahk (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and NOW, THEREFORE, in considera |
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| August 11, 2015 |
Exhibit 10.12 SEVERANCE AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Kenneth Bahk (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS, the Board recognize |
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| August 11, 2015 |
Exhibit 10.13 SEVERANCE AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the ?Effective Date?), is made by and between Nanosphere, Inc., a Delaware corporation (the ?Company?), and Farzana Moinuddin (the ?Executive?). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS, the Board reco |
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| August 11, 2015 |
EX-10.16 7 nsph-exh10162015630xq210qa.htm EXHIBIT 10.16 RETENTION 10Q/A Exhibit 10.16 RETENTION AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Farzana Moinuddin (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the conti |
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| August 11, 2015 |
EX-10.11 2 nsph-exh10112015630xq210qa.htm EXHIBIT 10.11 SEVERANCE 10Q/A Exhibit 10.11 SEVERANCE AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Michael K. McGarrity (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the co |
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| August 11, 2015 |
EX-10.14 5 nsph-exh10142015630xq210qa.htm EXHIBIT 10.14 RETENTION 10Q/A Exhibit 10.14 RETENTION AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Michael K. McGarrity (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the co |
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| August 11, 2015 |
10-Q/A 1 nsph-2015630x10qa.htm 10-Q/A Q2-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tran |
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| August 10, 2015 |
EX-10.11 2 nsph-exh10112015630xq2.htm EXHIBIT 10.11 SEVERANCE Exhibit 10.11 SEVERANCE AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Michael K. McGarrity (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued em |
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| August 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 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 001-33775 Nanosphere, |
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| August 10, 2015 |
Nanosphere Announces Record Q2 2015 Results Exhibit 99.1 Q2-2015 Exhibit 99.1 Nanosphere Announces Record Q2 2015 Results NORTHBROOK, IL - August 10, 2015 - Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, today reported financial and operating results for the second quarter ended June 30, 2015. Nanosphere achieved record revenues for the second quarter 2015, of $4.7 million compared to $ |
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| August 10, 2015 |
EX-10.12 3 nsph-exh10122015630xq2.htm EXHIBIT 10.12 SEVERANCE Exhibit 10.12 SEVERANCE AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Kenneth Bahk (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment |
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| August 10, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Earnings Release Q2-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 10, 2015 |
EX-10.14 5 nsph-exh10142015630xq2.htm EXHIBIT 10.14 RETENTION Exhibit 10.14 RETENTION AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Michael K. McGarrity (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued em |
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| August 10, 2015 |
Exhibit 10.16 RETENTION AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Farzana Moinuddin (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and NOW, THEREFORE, in cons |
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| August 10, 2015 |
Exhibit 10.15 RETENTION AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Kenneth Bahk (the “Executive”). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and NOW, THEREFORE, in considera |
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| August 10, 2015 |
Exhibit 10.13 SEVERANCE AGREEMENT THIS AGREEMENT, dated as of August 5, 2015 (the ?Effective Date?), is made by and between Nanosphere, Inc., a Delaware corporation (the ?Company?), and Farzana Moinuddin (the ?Executive?). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS, the Board reco |
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| July 31, 2015 |
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”), dated as of July 29, 2015 (the “First Amendment Effective Date”), is made among Nanosphere, Inc., a Delaware corporation (the “Borrower”), NSPH Funding LLC, a Delaware limited liability company, in its capacity as collateral agen |
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| July 31, 2015 |
EX-99.1 3 ex991pressrelease7-31x15.htm EXHIBIT 99.1 Exhibit 99.1 Nanosphere Announces Amendment to $30 million term loan facility, Release of Q2 2015 results and Conference Call and Schedules 2015 Annual Meeting of Stockholders NORTHBROOK, IL - July 31, 2015 - Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, announced today that it has amended c |
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| July 31, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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) July 31, 2015 (July 29, 2015) NANOSPHERE, INC. |
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| July 20, 2015 |
July 20, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nanosphere, Inc. (the ?Company?) Registration Statement on Form S-3 (File No. 333-205575) Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-captioned Registration S |
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| July 9, 2015 |
FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on July 9, 2015 Registration No. |
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| July 2, 2015 |
NSPH / Nanosphere, Inc. / BLAIR WILLIAM & CO/IL - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* NANOSPHERE, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 63009F105 (CUSIP Number) December 31, 2014 (Date of Event Whi |
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| June 11, 2015 |
8-K 1 d941771d8k.htm 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) June 11, 2015 (June 8, 2015) NANOSPHERE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33775 36-4339870 (State or Other Jurisdiction of In |
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| June 11, 2015 |
EX-4.7 9 d941771dex47.htm EX-4.7 EXHIBIT 4.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| June 11, 2015 |
EX-4.8 Exhibit 4.8 JT 13351/2 COPYRIGHT 1930 BY DWIGHT & M. H. JACKSON CHICAGO PATENT PENDING NUMBER SHARES Incorporated under the Laws of the State of Delaware NANOSPHERE, INC. 4,400 Authorized Series B Convertible Preferred Shares $0.01 Par Value Per Share This Certifies that is the owner of full paid and non-assessable SHARES OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF NANOSPHERE, INC. trans |
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| June 11, 2015 |
EX-4.2 EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| June 11, 2015 |
EX-10.1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June 8, 2015, between Nanosphere, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions |
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| June 11, 2015 |
EX-4.5 EXHIBIT 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| June 11, 2015 |
EX-3.1 2 d941771dex31.htm EX-3.1 EXHIBIT 3.1 NANOSPHERE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Michael K. McGarrity and Ann Wallin, do hereby certify that: 1. They are the President and Chief Executive Officer, and Secretary, respectively, of Nan |
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| June 11, 2015 |
EX-10.2 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 8, 2015, between Nanosphere, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase |
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| June 11, 2015 |
EX-4.1 EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| June 11, 2015 |
EX-4.3 EXHIBIT 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| June 11, 2015 |
EX-4.6 8 d941771dex46.htm EX-4.6 EXHIBIT 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| June 11, 2015 |
EX-4.4 EXHIBIT 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| June 10, 2015 |
4,400 Shares of Series B Convertible Preferred Stock 424B5 1 d939844d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-183916 PROSPECTUS SUPPLEMENT (To Prospectus dated November 5, 2012) 4,400 Shares of Series B Convertible Preferred Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 4,400 shares of our Series B Convertible Preferred Stock, which we refer to as our Seri |
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| June 8, 2015 |
Nanosphere Announces $4.4 Million At The Market Registered Direct Offering EX-99.1 Exhibit 99.1 Nanosphere Announces $4.4 Million At The Market Registered Direct Offering NORTHBROOK, IL ? June 8, 2015 ? Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, today announced today that it has entered into a definitive agreement with a dedicated healthcare institutional investor in a registered direct offering for $4.4 million |
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| June 8, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 8, 2015 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commission |
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| June 2, 2015 |
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) June 1, 2015 (June 2, 2015) NANOSPHERE, INC. |
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| June 2, 2015 |
LETTER OF AGREEMENT Date: June 2, 2015 EX-10.1 2 d936485dex101.htm EX-10.1 Exhibit 10.1 LETTER OF AGREEMENT Date: June 2, 2015 Section 1. Services to be Rendered. The purpose of this letter is to set forth the terms and conditions on which Chord Advisors, LLC (“Chord”) agrees to provide Nanosphere, Inc. (the “Company”) comprehensive outsourced CFO support, accounting policy and financial reporting services. These services may include, |
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| June 1, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Nanosphere, Inc. (Name of Registrant) Delaware 001-33775 36-4339870 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 4088 Commercial Avenue, Northbrook, IL 60062 (Address of principal executive offices) Ann Wallin Tit |
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| June 1, 2015 |
Nanosphere, Inc. Conflict Minerals Report For the Year Ended December 31, 2014 EX-1.01 2 d937488dex101.htm EX-1.01 Exhibit 1.01 Nanosphere, Inc. Conflict Minerals Report For the Year Ended December 31, 2014 This Conflict Minerals Report (the “Report”) of Nanosphere, Inc. (the “Company”) has been prepared in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), for the reporting period January 1, 2014 to December 31, 2014. The Rule req |
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| May 26, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Nanosphere, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63009F105 (CUSIP Number) May 14, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule 13d- |
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| May 26, 2015 |
Nanosphere 3G (Passive Acquisition of More Than 5% of Shares) SC 13G 1 e00243swk-sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Nanosphere, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63009F105 (CUSIP Number) May 14, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| May 14, 2015 |
EX-4.3 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| May 14, 2015 |
EX-4.4 Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| May 14, 2015 |
EX-10.1 Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 14, 2015 (the “Effective Date”) among NSPH FUNDING LLC, a Delaware limited liability company, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collate |
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| May 14, 2015 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of May 11, 2015, between Nanosphere, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase Agreeme |
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| May 14, 2015 |
EX-3.1 Exhibit 3.1 NANOSPHERE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Michael K. McGarry and Ann Wallin, do hereby certify that: 1. They are the President and Chief Executive Officer, and Secretary, respectively, of Nanaosphere, Inc., a Delaware c |
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| May 14, 2015 |
EX-4.6 8 d926475dex46.htm EX-4.6 Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| May 14, 2015 |
EX-4.2 4 d926475dex42.htm EX-4.2 Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF |
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| May 14, 2015 |
INTELLECTUAL PROPERTY SECURITY AGREEMENT EX-10.2 15 d926475dex102.htm EX-10.2 Exhibit 10.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (“Agreement”) dated as of May 14, 2015, is made by Nanosphere, Inc., a Delaware corporation (“Grantor”), in favor of NSPH Funding LLC (“Collateral Agent”) in its capacity as collateral agent for the Lenders (as defined below). RECITALS A. Grantor has entered into |
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| May 14, 2015 |
8-K 1 d926475d8k.htm 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 14, 2015 (May 11, 2015) NANOSPHERE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33775 36-4339870 (State or Other Jurisdiction of Inc |
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| May 14, 2015 |
EX-4.7 9 d926475dex47.htm EX-4.7 Exhibit 4.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT |
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| May 14, 2015 |
EX-4.1 3 d926475dex41.htm EX-4.1 Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF |
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| May 14, 2015 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of May 14, 2015, by and among Nanosphere, Inc., a Delaware corporation (the ?Company?), and the holders signatory hereto (each a ?Lender? and collectively, the ?Lenders?). This Agreement is made in connection with that certain Loan and Security Agreement, dated as of May 14, |
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| May 14, 2015 |
EX-4.9 11 d926475dex49.htm EX-4.9 Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEP |
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| May 14, 2015 |
Exhibit 99.1 Nanosphere Announces Closing of New and Expanded Debt Facility and $4.4 Million At The Market Registered Direct Offering NORTHBROOK, IL – May 14, 2015 – Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, announced today the closing of its previously announced registered direct offering of $4,400,000 of Series A Convertible Preferred S |
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| May 14, 2015 |
EX-4.8 10 d926475dex48.htm EX-4.8 Exhibit 4.8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEP |
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| May 14, 2015 |
EX-10.4 17 d926475dex104.htm EX-10.4 EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 11, 2015, between Nanosphere, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject |
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| May 14, 2015 |
EX-4.10 Exhibit 4.10 JT 1335 ½ COPYRIGHT 1930 BY DWIGHT & M.H JACKSON CHICAGO PATENT PENOING NUMBER SHARES Incorporated under the Laws of the State of Delaware NANOSPHERE, INC. 4,400 Authorized Series A Convertible Preferred Shares $0.01 Par Value Per Share This Certifies that is the owner of full paid and non-assessable SHARES OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF NANOSPHERE, INC. transf |
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| May 14, 2015 |
EX-4.5 Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| May 13, 2015 |
4,400 Shares of Series A Convertible Preferred Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-183916 PROSPECTUS SUPPLEMENT (To Prospectus dated November 5, 2012) 4,400 Shares of Series A Convertible Preferred Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 4,400 shares of our Series A Convertible Preferred Stock, which we refer to as our Series A Preferred Stock, and |
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| May 12, 2015 |
SEC FILE NUMBER 001-33775 CUSIP NUMBER 63009F204 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 nsph-2015331x10q.htm 10-Q Q1-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co |
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| May 12, 2015 |
Nanosphere, Inc. $30,000,000 Secured Senior Credit Facilities Commitment Letter EX-10.1 2 nsph-exh1012015331xq1.htm EXHIBIT 10.1 Exhibit 10.1 May 7, 2015 Nanosphere, Inc. $30,000,000 Secured Senior Credit Facilities Commitment Letter Nanosphere, Inc. 4088 Commercial Avenue Northbrook, IL 60062 Attention: Michael K. McGarrity, Chief Executive Officer Dear Michael: You have advised NSPH Funding LLC (in its capacity as agent, “Agent”, and in its capacity as a lender, “NSPH Lende |
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| May 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 11, 2015 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commission File Numb |
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| May 11, 2015 |
Exhibit 99.1 Exhibit 99.1 Nanosphere Announces Record Q1 2015 Results, New and Expanded Debt Facility, $4.4 Million At The Market Registered Direct Offering and Next Generation Verigene System Progress Corporate Highlights: ? Record Q1 revenues of $4.6 million confirming full year guidance ? New and Expanded Debt Facility ? Pricing of $4.4 million at the market registered direct offering ? Next Ge |
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| April 7, 2015 |
8-K 1 d905854d8k.htm FORM 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) April 7, 2015 (April 7, 2015) NANOSPHERE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33775 36-4339870 (State or Other Jurisdiction |
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| April 7, 2015 |
CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION NANOSPHERE, INC. EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF NANOSPHERE, INC. The undersigned, being the duly elected President and Chief Executive Officer of Nanosphere, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That Article Four, Section A of the Eighth Amended and Restated |
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| April 7, 2015 |
Nanosphere Announces Reverse Split of Common Stock EX-99.1 3 d905854dex991.htm EX-99.1 Exhibit 99.1 Nanosphere Announces Reverse Split of Common Stock NORTHBROOK, IL – April 7, 2015 – Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, announced today that a 20-to-1 reverse split of its common stock will be effective at 5:00 p.m. EDT on April 8, 2015, and commencing at the open of trading on Thursd |
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| April 2, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 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 001-3 |
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| March 3, 2015 |
NSPH / Nanosphere, Inc. DEF 14A - - DEF 14A DEF 14A 1 d877398ddef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| February 20, 2015 |
NSPH / Nanosphere, Inc. PRE 14A - - PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 17, 2015 |
NSPH / Nanosphere, Inc. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 11, 2015 |
Exhibit 99.1 Nanosphere Announces Fourth Quarter and Full Year 2014 Results, 2015 Guidance and Next Generation Verigene Progress Corporate Highlights and Guidance: • Record fourth quarter and fiscal year revenues of $4.6 million, and $14.3 million, respectively • 47 new customer placements in the fourth quarter • Revenue guidance for 2015 set at $18 million to $20 million • Next Generation Platfor |
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| February 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 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 001-33775 Nanosphere, Inc |
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| February 11, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 11, 2015 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commission File |
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| February 4, 2015 |
NSPH / Nanosphere, Inc. / BLAIR WILLIAM & CO/IL - SC 13G/A Passive Investment SC 13G/A 1 v399877sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* NANOSPHERE, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 63009F105 (CUSIP Number |
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| January 28, 2015 |
January 21, 2015 WARNING LETTER EX-99.2 Exhibit 99.2 DEPARTMENT OF HEALTH & HUMAN SERVICES Food and Drug Administration Chicago District 550 West Jackson Blvd., 15th Floor Chicago, Illinois 60661 Telephone: 312-353-5863 January 21, 2015 WARNING LETTER CHI-1-15 VIA UPS NEXT DAY – SIGNATURE REQUIRED Michael K. McGarrity President and Chief Executive Officer Nanosphere, Inc. 4088 Commercial Avenue Northbrook, Illinois 60062 Dear Mr |
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| January 28, 2015 |
Form 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) January 28, 2015 (January 22, 2015) NANOSPHERE, INC. |
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| January 28, 2015 |
EX-99.1 Exhibit 99.1 Nanosphere Announces Fourth Quarter and Full Year 2014 Preliminary Top Line Results, Director and Management Changes and Receipt of FDA Warning Letter Corporate Highlights: • Record fourth quarter and fiscal year preliminary revenue of $4.6 million and $14.3 million, respectively • 47 new customer placements in fourth quarter • Roger Moody steps down as Chief Financial Officer |
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| November 5, 2014 |
Nanosphere Announces Third Quarter Financial and Operating Results EX-99.1 Exhibit 99.1 Nanosphere Announces Third Quarter Financial and Operating Results Corporate Highlights and Business Guidance: • Q3 2014 revenues of $3.7 million, a 56% increase over Q3 2013, and 30 new customer placements. • Received FDA clearance of Verigene® Enteric Pathogens Nucleic Acid Test (EP). NORTHBROOK, IL – November 5, 2014 – Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing me |
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| November 5, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 5, 2014 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commission File |
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| November 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 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 Numbe |
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| October 27, 2014 |
Nanosphere, Inc. Announces the Closing of Common Stock Offering EX-99.1 Exhibit 99.1 Nanosphere, Inc. 4088 Commercial Avenue Northbrook, IL 60062 NEWS For Immediate Release Nanosphere, Inc. Announces the Closing of Common Stock Offering NORTHBROOK, IL—October 27, 2014—Nanosphere, Inc. (the “Company”) (NASDAQ:NSPH), a company enhancing medicine through targeted molecular diagnostics, today announced the closing of its previously announced underwritten public of |
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| October 27, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 27, 2014 (October 22, 2014) NANOSPHERE, INC. |
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| October 27, 2014 |
NANOSPHERE, INC. 40,000,000 Shares of Common Stock, $0.01 par value. UNDERWRITING AGREEMENT EX-1.1 2 d810068dex11.htm EX-1.1 Exhibit 1.1 NANOSPHERE, INC. 40,000,000 Shares of Common Stock, $0.01 par value. UNDERWRITING AGREEMENT October 22, 2014 Chardan Capital Markets LLC As Representative of the several Underwriters c/o Chardan Capital Markets LLC 17 State Street, Suite 1600 New York, NY 10004 Ladies and Gentlemen: Nanosphere, Inc., a Delaware corporation (the “Company”), proposes, sub |
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| October 24, 2014 |
Prospectus Supplement (To Prospectus dated November 5, 2012) 40,000,000 Shares of Common Stock 424B5 1 d807786d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-183916 Prospectus Supplement (To Prospectus dated November 5, 2012) 40,000,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 40,000,000 shares of our common stock. Our common stock is listed on the NASDAQ Global Market under |
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| October 22, 2014 |
EX-99.1 2 d809471dex991.htm EX-99.1 EXHIBIT 99.1 Nanosphere, Inc. 4088 Commercial Avenue Northbrook, IL 60062 NEWS For Immediate Release Nanosphere Prices $20 million Public Offering of Common Stock Northbrook, Ill—October 22, 2014—Nanosphere, Inc. (the “Company”) (Nasdaq:NSPH), a leader in the development and commercialization of advanced molecular diagnostics systems, today announced the pricing |
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| October 22, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d809471d8k.htm 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): October 22, 2014 NANOSPHERE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33775 36-4339870 (State or Other Jurisdiction of Incorporation |
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| October 21, 2014 |
424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-183916 Supplement No. 1 To Prospectus Supplement, dated March 18, 2014 To Prospectus, dated November 5, 2012 of NANOSPHERE, INC. Relating to Up to $30 million of Shares of Common Stock This supplement, dated October 21, 2014 (this “Supplement”), supplements our prospectus supplement dated March 18, 2014 and its accompanying prospectus dat |
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| October 21, 2014 |
EX-99.2 COMPANY OVERVIEW OCTOBER 2014 Exhibit 99.2 NANOSPHERE This presentation contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27 |
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| October 21, 2014 |
Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. |
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| October 21, 2014 |
Exhibit 99.1 Nanosphere, Inc. 4088 Commercial Avenue Northbrook, IL 60062 NEWS For Immediate Release Nanosphere Announces Commencement of Public Offering of Common Stock; Preliminary Third Quarter 2014 Top Line Results. NORTHBROOK, IL—October 21, 2014—Nanosphere, Inc. (the “Company” or “Nanosphere”) (NASDAQ:NSPH), a company enhancing medicine through targeted molecular diagnostics, today announced |
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| October 21, 2014 |
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) October 21, 2014 (October 20, 2014) NANOSPHERE, INC. |
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| October 14, 2014 |
Financial Statements and Exhibits, Other Events 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) October 14, 2014 (October 13, 2014) NANOSPHERE, INC. |
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| October 14, 2014 |
FDA Clears Additional Viral Targets on Verigene Enteric Pathogens Test EX-99.1 2 d804068dex991.htm EX-99.1 Exhibit 99.1 FDA Clears Additional Viral Targets on Verigene Enteric Pathogens Test NORTHBROOK, IL – October 13, 2014 – Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, today announced it has received 510(k) clearance from the U.S. Food and Drug Administration (FDA) for its Verigene® Enteric Pathogens Nucleic |
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| September 22, 2014 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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) September 19, 2014 (September 19, 2014) NANOSPHERE, INC. |
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| September 4, 2014 |
Nanosphere Announces Review of Strategic Alternatives Exhibit 99.1 Nanosphere Announces Review of Strategic Alternatives NORTHBROOK, IL – September 3, 2014 – Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, today announced that the Company has engaged Jefferies LLC as its financial advisor to assist it in the development and evaluation of a full range of potential strategic alternatives for the Com |
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| September 4, 2014 |
Financial Statements and Exhibits, Other Events Form 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) September 4, 2014 (September 4, 2014) NANOSPHERE, INC. |
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| August 20, 2014 |
Nanosphere Appoints Kristopher Wood to its Board of Directors EX-99.1 Exhibit 99.1 Nanosphere Appoints Kristopher Wood to its Board of Directors NORTHBROOK, IL – August 20, 2014 – Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, today announced the appointment of Kristopher Wood to its board of directors. Mr. Wood brings to Nanosphere extensive experience in finance, strategy and venture capital. “We are p |
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| August 20, 2014 |
Form 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) August 20, 2014 (August 18, 2014) NANOSPHERE, INC. |
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| August 6, 2014 |
Nanosphere Announces Second Quarter Financial and Operating Results EX-99.1 Exhibit 99.1 Nanosphere Announces Second Quarter Financial and Operating Results Corporate Highlights and Business Guidance: • Added 37 new Verigene® System customer placements • Achieved Q2 2014 revenues of $2.7 million, a 44% increase over Q2 2013 • Increased consumable sales by 108% from prior year 2013 • Gross margin increased to 38% from 32% from prior year 2013 • Received FDA clearan |
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| August 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 6, 2014 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commissio |
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| August 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 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 |
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| August 6, 2014 |
CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION NANOSPHERE, INC. EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF NANOSPHERE, INC. The undersigned, being the duly elected Chief Financial Officer, Vice President of Finance & Administration, Treasurer and Secretary of Nanosphere, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That Art |
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| June 25, 2014 |
Verigene® Enteric Pathogens Test Receives FDA Clearance EX-99.1 Exhibit 99.1 Verigene® Enteric Pathogens Test Receives FDA Clearance NORTHBROOK, IL – JUNE 24, 2014 – Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing the practice of medicine through targeted molecular diagnostics, today announced it has received U.S. Food and Drug Administration (FDA) 510(k) clearance for the bacterial portion of its Verigene® Enteric Pathogens Nucleic Acid Test (EP) |
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| June 25, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 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) June 25, 2014 NANOSPHERE, INC. |
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| June 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Nanosphere, Inc. (Name of Registrant) Delaware 001-33775 36-4339870 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 4088 Commercial Avenue, Northbrook, IL 60062 (Address of principal executive offices) Roger Moody Ti |
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| June 2, 2014 |
Nanosphere, Inc. Conflict Minerals Report For the Year Ended December 31, 2013 EX-1.02 2 d737675dex102.htm EX-1.02 Exhibit 1.02 Nanosphere, Inc. Conflict Minerals Report For the Year Ended December 31, 2013 This Conflict Minerals Report (the “Report”) of Nanosphere, Inc. (the “Company”) has been prepared in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), for the reporting period January 1, 2013 to December 31, 2013. The Rule req |
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| May 29, 2014 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 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 29, 2014 (May 28, 2014) NANOSPHERE, INC. |
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| May 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 7, 2014 NANOSPHERE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33775 36-4339870 (State or other Jurisdiction of Incorporation) (Commission F |
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| May 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 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 00 |
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| May 7, 2014 |
Nanosphere Announces First Quarter Financial and Operating Results EX-99.1 Exhibit 99.1 Nanosphere Announces First Quarter Financial and Operating Results Corporate Highlights and Business Guidance: • Achieved 48 new Verigene customer placements • Achieved Q1 2014 revenues of $3.3 million, a 39% increase over Q1 2013 • Reaffirmed 2014 guidance of approximately 200 new customer placements and $19 million to $21 million in revenue • Received FDA clearance of Verige |
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| April 17, 2014 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pro |
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| April 9, 2014 |
NSPH / Nanosphere, Inc. / Lurie Investment Fund, L.L.C. - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Nanosphere, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 63009F105 (CUSIP Number) Theodore J. Theophilos Chief Administrative Officer Lurie Investments, Inc. 2 N. Riverside Plaza, Suite 1240 Chicago, Illinois 6 |
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| April 7, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 4, 2014 (April 4, 2014) NANOSPHERE, INC. |
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| April 7, 2014 |
Nanosphere Clarifies Recent Transactions in Company’s Common Stock EX-99.1 Exhibit 99.1 Nanosphere Clarifies Recent Transactions in Company’s Common Stock NORTHBROOK, IL – April 4, 2014 – Nanosphere, Inc. (NASDAQ: NSPH) today clarified recent transactions in Nanosphere’s common stock by certain of its directors and significant stockholders in response to false and misleading reports and web site postings about those transactions, which are detailed below. From Ma |
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| April 2, 2014 |
PRE 14A 1 d664871dpre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
