As filed with the Securities and Exchange Commission on June 17, 2022
Registration No. 333-265702 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NANOSTRING TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 20-0094687 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
530 Fairview Avenue North Seattle, Washington 98109 (206) 378-6266 (Address of principal executive offices, including zip code) |
| | |
| 2022 Equity Incentive Plan |
| (Full title of the plan) |
| | |
R. Bradley Gray
President and Chief Executive Officer
530 Fairview Avenue North
Seattle, Washington 98109
(206) 378-6266
(Name, address and telephone number, including area code, of agent for service) |
| | | | | | | | |
| Copies to: |
Patrick J. Schultheis
Michael Nordtvedt
Bryan D. King
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
701 Fifth Avenue, Suite 5100
Seattle, Washington 98104
(206) 883-2500 | | Kathryn Surace-Smith
Senior Vice President, Human Resources and Legal Affairs
530 Fairview Avenue North
Seattle, Washington 98109
(206) 378-6266 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | ý | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| | Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
TABLE OF CONTENTS
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-265702), filed with the Securities and Exchange Commission on June 17, 2022 (the “Form S-8”), is being filed solely to correct certain errors in Exhibit 5.1 as filed with the Form S-8. A revised version of Exhibit 5.1 is being filed with this amendment and should be deemed to have effect from June 17, 2022, the date of the filing of the Form S-8.
This Post-Effective Amendment No. 1 to the Form S-8 does not otherwise reflect events, results or developments occurring, or facts that have become known, after the original filing of the Form S-8. No additional securities are to be registered, and registration fees were paid upon filing of the original Form S-8.
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| | | | | | | Incorporated by Reference |
Exhibit
Number | | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
| 4.1 | | | | S-1/A | | 333-188704 | | 4.1 | | June 13, 2013 |
| 4.2 | | | | 8-K | | 001-35980 | | 10.1 | | June 17, 2022 |
| 4.3 | | | | 8-K | | 001-35980 | | 10.2 | | June 17, 2022 |
| 4.4 | | | | 8-K | | 001-35980 | | 10.3 | | June 17, 2022 |
| 4.5 | | | | 8-K | | 001-35980 | | 10.4 | | June 17, 2022 |
| 5.1 | | | | | | | | | | |
| 23.1 | | | | S-8 | | 333-265702 | | 23.1 | | June 17, 2022 |
| 23.2 | | | | S-8 | | 333-265702 | | 23.2 | | June 17, 2022 |
| 23.3 | | | | | | | | | | |
| 24.1 | | | | S-8 | | 333-265702 | | 24.1 | | June 17, 2022 |
| 107 | | | | S-8 | | 333-265702 | | 107 | | June 17, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on June 17, 2022.
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| NANOSTRING TECHNOLOGIES, INC. |
| |
| By: | /s/ R. Bradley Gray |
| R. Bradley Gray |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
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| Signature | Title | Date |
| | |
| /s/ R. Bradley Gray | President, Chief Executive Officer and Director (Principal Executive Officer) | June 17, 2022 |
| R. Bradley Gray |
| | |
| /s/ K. Thomas Bailey | Chief Financial Officer (Principal Accounting and Financial Officer) | June 17, 2022 |
| K. Thomas Bailey |
| | |
| * | Chairman of the Board of Directors | June 17, 2022 |
| William D. Young |
| | |
| * | Director | June 17, 2022 |
| Elisha W. Finney |
| | |
| * | Director | June 17, 2022 |
| Janet George |
| | |
| * | Director | June 17, 2022 |
| Teresa Foy |
| | |
| * | Director | June 17, 2022 |
| Kirk D. Malloy |
| | |
| * | Director | June 17, 2022 |
| Gregory Norden |
| | |
| * | Director | June 17, 2022 |
| Dana Rollison |
| | |
| | |
| * | Director | June 17, 2022 |
| Chad P. Waite |
| | |
| *By: /s/ K. Thomas Bailey | | |
| K. Thomas Bailey | | |
| Attorney-in-Fact | | |
