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

NANOSPHERE, INC.

(Exact name of registrant as specified in its 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

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))

 

 

Item 1.01 Entry Into A Material Definitive Agreement.

On May 13, 2011, Nanosphere, Inc. (the “Company”) completed an underwritten public offering (the “Offering”) of 15,686,000 shares of its common stock, par value $0.01 per share (the “Shares”). Piper Jaffray & Co. acted as the sole book-running manager and Roth Capital Partners, LLC is acting as co-manager for the Offering. The Shares were issued and sold by the pursuant to a purchase agreement (the “Purchase Agreement”) by and between the Company and Piper Jaffray & Co., as representative of the several underwriters (the “Underwriters”), at a public offering price of $2.20 per share. The Shares include 2,046,000 shares issued and sold pursuant to the Underwriters’ exercise in full of its over-allotment option under the Purchase Agreement.

The Company estimates that it will receive net proceeds of approximately $32.1 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 Purchase 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 Purchase 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.

The Company issued a press release announcing the completion of the Offering on May 13, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.				Description
	1.1			Purchase Agreement dated May 10, 2011 by and between Nanosphere, Inc. and Piper Jaffray & Co., as representative of the several underwriters.
	5.1			Opinion of Seyfarth Shaw LLP.
	23.1			Consent of Seyfarth Shaw LLP (included in Exhibit 5.1).
	99.1			Press Release of Nanosphere, Inc. dated May 13, 2011.

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.

EXHIBIT INDEX

Exhibit No.				Description
	1.1			Purchase Agreement dated May 10, 2011 by and between Nanosphere, Inc. and Piper Jaffray & Co., as representative of the several underwriters.
	5.1			Opinion of Seyfarth Shaw LLP.
	23.1			Consent of Seyfarth Shaw LLP (included in Exhibit 5.1).
	99.1			Press Release of Nanosphere, Inc. dated May 13, 2011.