NANOSPHERE INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-22: Form 8-K; Period of report 2015-12-22; Description 8.01 Other Events; Details 8.01.
- 2015-12-18: Form 8-K; Period of report 2015-12-17; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2015-12-10: Form 8-K; Period of report 2015-12-10; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2015-12-08: Form 8-K; Period of report 2015-12-07; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-12-22 | 8-K | 2015-12-22 | 8.01 Other Events | 8.01 On December 22, 2015, Nanosphere, Inc. (the “Company”) completed its previously announced public offering of common stock (and common stock equivalents) with total gross proceeds of approximately $10 million (the “Offering”). | d100759d8k.htm |
| 2015-12-18 | 8-K | 2015-12-17 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 5.03 The statements in Item 1.01, above, describing the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, which the Company filed with the Delaware Secretary of State on December 17, 2015, are incorporated by reference into this Item 5.03. | d103588d8k.htm |
| 2015-12-10 | 8-K | 2015-12-10 | 7.01 Regulation FD Disclosure | 7.01 On December 10, 2015, Nanosphere, Inc. (the “Company”) released an investor presentation. | d88768d8k.htm |
| 2015-12-08 | 8-K | 2015-12-07 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The statements in Item 1.01, above, describing the Warrants are incorporated by reference into this Item 3.02. | d28397d8k.htm |
| 2015-11-09 | 8-K | 2015-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2015, Nanosphere, Inc. (the "Company") issued a press release announcing its financial results for its third quarter ended September 30, 2015. | earningsreleaseq3-2015.htm |
| 2015-10-02 | 8-K | 2015-09-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 On September 30, 2015, Nanosphere, Inc. (the “Company”) held its 2015 annual meeting of stockholders (the “Annual Meeting”). 5.07 (a) The Company held its annual meeting of shareholders on September 30, 2015 (the “Annual Meeting”). 8.01 Immediately following the conclusion of the Annual Meeting and the approval by the Company’s stockholders of the matters described above under Item 5.07 of this Current Report on Form 8-K, the Board of Directors, based on the recommendations of the Compensation Committee of the Board of Directors, granted common stock option awards (the “Director Stock Options”) to Messrs. | d23205d8k.htm |
| 2015-08-10 | 8-K | 2015-08-10 | 2.02 Results of Operations and Financial Condition | 2.02 On August 10, 2015, Nanosphere, Inc. (the "Company") issued a press release announcing its financial results for its second quarter ended June 30, 2015. | earningsreleaseq2-2015.htm |
| 2015-07-31 | 8-K | 2015-07-30 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit Number Description 10.1 First Amendment to Loan and Security Agreement dated July 29, 2015. | amndtoloanandpressrelease0.htm |
| 2015-06-11 | 8-K | 2015-06-08 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.02 The statements in Item 1.01, above, describing the Investor Warrants and the PA Warrants are incorporated by reference into this Item 3.02. 5.03 The statements in Item 1.01, above, describing the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, which the Company filed with the Delaware Secretary of State on June 10, 2015, are incorporated by reference into this Item 5.03. | d941771d8k.htm |
| 2015-06-08 | 8-K | 2015-06-08 | 7.01 Regulation FD Disclosure | 7.01 On June 8, 2015, Nanosphere, Inc. (the “Company”) issued a press release announcing that it has entered into a definitive agreement with a dedicated healthcare institutional investor in a registered direct offering (the “Offering”) for $4,400,000 of convertible preferred stock (which are convertible into a total of 1,203,830 shares of common stock at a conversion price of $3.655) and warrants to purchase shares of common stock exercisable for up to 1,203,830 additional shares of common stock, in the aggregate. | d930164d8k.htm |
| 2015-06-02 | 8-K | 2015-06-01 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On June 1, 2015, Ann Wallin, the interim chief financial officer, chief accounting officer and secretary of Nanosphere, Inc. (the “Company”), resigned as an officer and employee of the Company effective June 12, 2015. 5.02 As further described under Item 1.01 above, on June 2, 2015, the Company appointed Ms. Farzana Moinuddin, the Company’s Accounting Manager, as principal financial officer and Interim Chief Accounting Officer effective June 12, 2015. | d936485d8k.htm |
| 2015-05-14 | 8-K | 2015-05-11 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 On May 14, 2015, concurrent with the Company’s entry into the 2015 Loan Agreement, the Company terminated its existing debt facility with Silicon Valley Bank and Oxford Finance, LLC (the “Prior Lenders”) and repaid approximately $8.9 million in full satisfaction of all outstanding liabilities and obligations to the Prior Lenders under the Loan and Security Agreement dated May 6, 2013 by and between the Company and the Prior Lenders (the “2013 Loan Agreement”). 2.03 The statements in Item 1.01, above, describing the 2015 Loan Agreement are incorporated by reference into this Item 2.03. 2.04 The statements in Item 1.02, above, describing the termination of the 2013 Loan Agreement are incorporated by reference into this Item 2.04. 3.02 The statements in Item 1.01, above, describing the Investor Warrants, the PA Warrants, and the Lender Warrants are incorporated by reference into this Item 3.02. 5.03 The statements in Item 1.01, above, describing the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, which the Company filed with the Delaware Secretary of State on May 12, 2015, are incorporated by reference into this Item 5.03. | d926475d8k.htm |
| 2015-05-11 | 8-K | 2015-05-11 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 11, 2015, Nanosphere, Inc. (the "Company") issued a press release announcing its financial results for its first quarter ended March 31, 2015, and other recent developments. 7.01 On May 11, 2015, the Company announced that it has entered into a definitive agreement with a dedicated healthcare institutional investor in a registered direct offering (the "Offering") for $4,400,000 of convertible preferred stock (which are convertible into a total of 1,168,659 shares of common stock at a conversion price of $3.765) and warrants to purchase shares of common stock exercisable for up to 1,168,659 additional shares of common stock, in the aggregate. | earningsreleaseq1-2015.htm |
| 2015-04-07 | 8-K | 2015-04-07 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.03 As disclosed in Item 5.07 of this Current Report on Form 8-K, at a special meeting of stockholders of Nanosphere, Inc. (the “Company”) held on April 7, 2015, (the “Special Meeting”), the Company’s stockholders, by an affirmative vote of at least a majority of the Company’s issued and outstanding shares of capital stock, approved a proposal authorizing the Company’s Board of Directors, in its discretion, to effect a reverse stock split of the Company’s outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), at any whole number ratio not less than 15-to-1 and not greater than 25-to-1 (the “Reverse Stock Split”). 5.07 On April 7, 2015, the Company held its Special Meeting of stockholders. 8.01 On April 7, 2015, the Company issued a press release announcing the Reverse Stock Split. | d905854d8k.htm |
| 2015-02-11 | 8-K | 2015-02-11 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit Number Description 99.1 Press Release of Nanosphere, Inc. dated February 11, 2015. | earningsreleaseye2014.htm |
| 2015-01-28 | 8-K | 2015-01-22 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.02 On January 28, 2015, Nanosphere, Inc. (the “Company”) announced preliminary, partial financial results for its fourth quarter and full year ended December 31, 2014. 5.02 On January 26, 2015, Sheli Z. Rosenberg, the Company’s chair of the board of directors, resigned as a director of the Company. 8.01 On January 22, 2014, the Company received a warning letter (the “Warning Letter”) from the U.S. Food and Drug Administration (the “FDA”) resulting from inspections of the Company’s facility in Northbrook, Illinois by the FDA’s Chicago District Office that occurred in March 2014. | d859550d8k.htm |