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.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-33775 | | 36-4339870 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 4088 Commercial Avenue, Northbrook, Illinois | | 60062 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (847) 400-9000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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 1.01 | Entry Into A Material Definitive Agreement |
On October 27, 2014, Nanosphere, Inc. (the “Company”) completed an underwritten offering (the “Offering”) of 40,000,000 shares of its common stock, par value $0.01 per share (the “Shares”). Chardan Capital Markets, LLC acted as the sole book-running manager for the Offering. The Shares were issued and sold by the Company pursuant to an underwriting agreement dated October 22, 2014 (the “Underwriting Agreement”) by and between the Company and Chardan Capital Markets, LLC, as representative of the several underwriters, at a public offering price of $0.50 per share. As part of the fee payable to the underwriters in connection with the offering, the Company also issued 400,000 shares of common stock to the underwriters.
The Company estimates that it will receive net proceeds of approximately $18.4 million from the Offering after deducting underwriting discounts and commissions and offering expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes and working capital.
The foregoing is only a brief description of the material terms of the Underwriting Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Underwriting Agreement, which is filed hereto as Exhibit 1.1 and incorporated by reference herein.
The legal opinion, including the related consent, of Seyfarth Shaw LLP relating to the issuance of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On October 27, 2014, the Company issued a press release announcing the completion of the Offering and the issuance and sale of the Shares, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement dated October 22, 2014 by and between Nanosphere, Inc. and Chardan Capital Markets, LLC, as representative of the several underwriters. |
| |
| 5.1 | | Opinion of Seyfarth Shaw LLP. |
| |
| 99.1 | | Press Release of Nanosphere, Inc. dated October 27, 2014. |
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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.
| | | | | | |
| | | | NANOSPHERE, INC. |
| | | |
| Dated: October 27, 2014 | | | | By: | | /s/ J. Roger Moody, Jr. |
| | | | | | J. Roger Moody, Jr. |
| | | | | | Chief Financial Officer, Vice President of |
| | | | | | Finance & Administration, Treasurer, Secretary |
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EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement dated October 22, 2014 by and between Nanosphere, Inc. and Chardan Capital Markets, LLC, as representative of the several underwriters. |
| |
| 5.1 | | Opinion of Seyfarth Shaw LLP. |
| |
| 99.1 | | Press Release of Nanosphere, Inc. dated October 27, 2014. |
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