NANOSPHERE INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-06-30: Form 8-K; Period of report 2016-06-30; Description 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 5.01.
- 2016-06-27: Form 8-K; Period of report 2016-06-24; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2016-06-02: Form 8-K; Period of report 2016-06-01; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
- 2016-05-24: Form 8-K; Period of report 2016-05-24; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-06-30 | 8-K | 2016-06-30 | 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 5.01 As previously announced, On May 15, 2016, Nanosphere, Inc. (the “Company”), Luminex Corporation, a Delaware corporation (“Luminex”), and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Luminex (“Merger Subsidiary”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). 5.03 In connection with the completion of the Merger described above under Item 5.01, on June 30, 2016, the Company filed a Certificate of Merger with the Delaware Department of State. 7.01 On June 27, 2016, the Company issued an aggregate of 381,383 shares of common stock upon the exercise of warrants to purchase common stock that were exercised on such date. | d221627d8k.htm |
| 2016-06-27 | 8-K | 2016-06-24 | 7.01 Regulation FD Disclosure | 7.01 (e)(1) with respect to the issuance of an aggregate of 2,747,148 shares of common stock upon the exercise of warrants to purchase common stock that were exercised from June 16, 2016 through June 24, 2016. | a8kshrecount.htm |
| 2016-06-02 | 8-K | 2016-06-01 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On May 15, 2016, Nanosphere, Inc., a Delaware corporation (the “Company”), Luminex Corporation, a Delaware corporation (“Luminex”), and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Luminex (“Merger Subsidiary”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), as further described in the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 16, 2016, which is incorporated herein by reference. 8.01 On June 1, 2016, the Company received a written notification from the Nasdaq Stock Market Listing Qualifications Staff indicating that the Company has regained compliance with the $1.00 minimum closing bid price requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) and that the matter is now closed. | d190525d8k.htm |
| 2016-05-24 | 8-K | 2016-05-24 | 7.01 Regulation FD Disclosure | 7.01 On May 24, 2016, Nanosphere, Inc. (the “Company”) filed a Change in Number of Shares Outstanding Notification with the Nasdaq Stock Market, LLC (“Nasdaq”) pursuant to Nasdaq Stock Market Rule 5250(e)(1) with respect to the issuance of an aggregate of 4,100,000 shares of common stock upon the exercise of warrants to purchase common stock exercised on May 24, 2016. | a8ksharesoutstanding5.htm |
| 2016-05-23 | 8-K | 2016-05-23 | 7.01 Regulation FD Disclosure | 7.01 On May 23, 2016, Nanosphere, Inc. (the “Company”) filed a Change in Number of Shares Outstanding Notification with the Nasdaq Stock Market, LLC (“Nasdaq”) pursuant to Nasdaq Stock Market Rule 5250(e)(1) with respect to the issuance of 1,710,000 shares of the Company’s common stock on May 23, 2016 upon conversion of outstanding shares of the Company’s series C convertible preferred stock and the issuance of an aggregate of 9,377,852 shares of common stock upon the exercise of warrants to purchase common stock exercised on May 23, 2016. | a8ksharesoutstanding4.htm |
| 2016-05-23 | 8-K | 2016-05-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a8kmergeramend.htm |
| 2016-05-20 | 8-K | 2016-05-20 | 7.01 Regulation FD Disclosure | 7.01 On May 20, 2016, Nanosphere, Inc. (the “Company”) filed a Change in Number of Shares Outstanding Notification with the Nasdaq Stock Market, LLC (“Nasdaq”) pursuant to Nasdaq Stock Market Rule 5250(e)(1) with respect to the issuance of 4,400,000 shares of the Company’s common stock from May 19, 2016 to May 20, 2016 upon conversion of outstanding shares of the Company’s series C convertible preferred stock. | a8ksharesoutstanding3.htm |
| 2016-05-18 | 8-K | 2016-05-18 | 7.01 Regulation FD Disclosure | 7.01 On May 18, 2016, Nanosphere, Inc. (the “Company”) filed a Change in Number of Shares Outstanding Notification with the Nasdaq Stock Market, LLC (“Nasdaq”) pursuant to Nasdaq Stock Market Rule 5250(e)(1) with respect to the issuance of 3,500,000 shares of the Company’s common stock from May 17, 2016 to May 18, 2016 upon conversion of outstanding shares of the Company’s series C convertible preferred stock that. | a8k-sharesoutstanding2.htm |
| 2016-05-17 | 8-K | 2016-05-17 | 7.01 Regulation FD Disclosure | 7.01 On May 17, 2016, Nanosphere, Inc. (the “Company”) filed a Change in Number of Shares Outstanding Notification with the Nasdaq Stock Market, LLC (“Nasdaq”) pursuant to Nasdaq Stock Market Rule 5250(e)(1) with respect to the issuance of 7,130,000 shares of the Company’s common stock upon conversion of outstanding shares of the Company’s series C convertible preferred stock and 446,809 shares of the Company’s common stock upon the exercise of outstanding warrants to purchase common stock. | a8k-sharesoutstanding.htm |
| 2016-05-16 | 8-K | 2016-05-13 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit Number Description 99.1 Press Release of Nanosphere, Inc. dated May 16, 2016. | earningsreleaseq1-2016.htm |
| 2016-05-16 | 8-K | 2016-05-15 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 In connection with the Company’s entry into the Merger Agreement, the Company obtained the consent (the “Consent”) of NSPH Funding LLC, an affiliate of Life Sciences Alternative Funding LLC, and SWK Funding LLC, the lenders under the Company’s term loan facility (together, the “Lenders”) with a current outstanding principal balance of approximately $25 million. | a8kmerger.htm |
| 2016-04-22 | 8-K | 2016-04-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 20, 2016, the Board of Directors (the “Board of Directors”) of Nanosphere, Inc. (the “Company), based on the recommendations of the Compensation Committee of the Board of Directors (the “Compensation Committee”), awarded shares of restricted common stock (the “Executive Stock Awards”) to Michael McGarrity, the Company’s President and Chief Executive Officer, Kenneth Bahk, the Company’s Chief Strategy Officer, and Farzana Moinuddin, the Company’s Acting Principal Financial Officer, Chief Accounting Officer, and Secretary, in the amounts of 225,000, 50,000 and 10,000 shares, respectively. | a8-krsa.htm |
| 2016-02-24 | 8-K | 2016-02-24 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit Number Description 99.1 Press Release of Nanosphere, Inc. dated February 24, 2016. | earningsreleaseq4-2015.htm |
| 2016-01-29 | 8-K | 2016-01-25 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On January 25, 2016, Nanosphere, Inc. (the “Company’) received a deficiency letter from the Listing Qualifications Department of The NASDAQ Stock Market (the “Staff”), notifying the Company that, for the last 30 consecutive business days, the closing bid price of the Company’s common stock has not been maintained at the minimum required closing bid price of at least $1.00 per share as required for continued listing on The NASDAQ Global Market pursuant to Listing Rule 5550(a)(2) (“Minimum Bid Price Rule”). | a8k-bidprice.htm |
| 2016-01-06 | 8-K | 2016-01-06 | 2.02 Results of Operations and Financial Condition | 2.02 On January 6, 2016, Nanosphere, Inc. (the “Company”) issued a press release announcing preliminary revenue and placement data for its fourth quarter and fiscal year ended December 31, 2015. | a8kpre-release.htm |