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 10, 2011
NANOSPHERE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-33775 |
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36-4339870 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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4088 Commercial Avenue, Northbrook, Illinois
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60062 |
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(Zip Code) |
Registrant’s telephone number, including area code: (847) 400-9000
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| (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure
On May 10, 2011, Nanosphere, Inc. (the “Company”) (Nasdaq: NSPH) announced that it has priced its
previously announced underwritten public offering of 13,640,000 shares of its common stock at a
public offering price of $2.20 per share. In connection with the offering, the Company has also
granted the underwriters a 30-day option to purchase up to an additional 2,046,000 shares of
common stock to cover over-allotments, if any. Piper Jaffray & Co. is acting as the sole
book-running manager and Roth Capital Partners, LLC is acting as co-manager for the offering.
Net proceeds from the sale of the shares of common stock after underwriting discounts and
commissions and other offering expenses are expected to be approximately $27.9 million. If the
underwriters exercise their over-allotment option in full, net proceeds from the offering will be
approximately $32.1 million. The offering is subject to customary closing conditions and is
expected to close on Friday, May 13, 2011.
The Company plans to use the net proceeds from the offering for general corporate purposes and
working capital.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. |
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Description |
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99.1 |
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Press Release of Nanosphere, Inc. dated May 10, 2011. |
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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