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.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-33775 | | 36-4339870 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4088 Commercial Avenue, Northbrook, Illinois 60062
(Address of Principal Executive Offices) (Zip Code)
(847) 400-9000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On April 4, 2014, Nanosphere, Inc. (the “Company”) issue a press release to disclose and correct certain materially false and misleading reports and web site postings about transactions in the Company’s securities that the Company discovered on the afternoon of April 4, 2014. A copy of this press release is furnished herewith as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits
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Exhibit No. | | Description |
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| 99.1 | | Press Release of Nanosphere, Inc. dated April 4, 2014. |
The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 7.01, “Regulation FD Disclosure” and Item 9.01, “Financial Statements and Exhibits” of Form 8-K. As such, the information (including the exhibit) herein shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | NANOSPHERE, INC. |
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| Dated: April 4, 2014 | | | | By: | | /s/ Roger Moody |
| | | | | | Roger Moody |
| | | | | | Chief Financial Officer, Vice President of Finance & Administration, Treasurer, Secretary |
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EXHIBIT INDEX
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Exhibit No. | | Description |
| |
| 99.1 | | Press Release of Nanosphere, Inc. dated April 4, 2014. |
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