--- schema_version: "secwatch.filing_event.v1" accession: "0001401708-23-000231" form_type: "8-K" ticker: null cik: "0001401708" company_name: "NS Wind Down Co., Inc." filed_at: "2023-11-06T23:59:59+00:00" generated_at: "2026-06-08T19:26:16.324535+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # NanoString exchanges $216M convertible notes for secured notes due 2026; Q3 revenue record $48.1M ## Summary - Exchanged $216M (94%) of 2.625% Convertible Notes due 2025 for 6.95% Senior Secured Notes due 2026 and warrants for 16M shares at $1.69. - Q3 revenue $48.1M (+63% YoY), above top end of guidance; spatial biology $28.9M, nCounter $19.2M. - GAAP net loss $37.4M; non-GAAP net loss $21.2M; cash, equivalents & short-term investments $97.1M. - FY2023 guidance narrowed: revenue $175-180M (from $175-185M); adjusted EBITDA loss widened to $80-85M (from $65-75M). - Interest on new notes payable in-kind for first year at company's election; notes secured by substantially all assets. ## SEC filing metadata - accession: 0001401708-23-000231 - form_type: 8-K - cik: 0001401708 - company_name: NS Wind Down Co., Inc. - filed_at: 2023-11-06T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.02, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000231/0001401708-23-000231-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000231/nstg-20231106.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001401708-23-000231 - JSON: https://secwatch.observer/filing/0001401708-23-000231.json - Plain text: https://secwatch.observer/filing/0001401708-23-000231.txt ## Key facts - Debt Financings NS Wind Down Co., Inc. incurred senior notes of approximately $216 million in aggregate principal amount with U.S. Bank Trust Company, National Association at 6.95% per annum maturing September 1, 2026. - Instrument: senior notes - Principal: approximately $216 million in aggregate principal amount - Counterparty: U.S. Bank Trust Company, National Association - Rate: 6.95% per annum - Maturity: September 1, 2026 - Event: incurrence source text: On November 6, 2023, NanoString Technologies, Inc. (the “Company”) announced it had entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with certain existing holders of its outstanding 2.625% Convertible Senior Notes due 2025 (the “2025 Notes”), pursuant to which the Company will exchange approximately $216 million aggregate principal amount of the outstanding 2025 Notes for (i) approximately $216 million in aggregate principal amount of the Company’s 6.95% Senior Secured Notes due 2026 (the “2026 Notes”) and (ii) warrants evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000231/0001401708-23-000231-index.htm - Earnings Releases NS Wind Down Co., Inc. reported third quarter ended September 30, 2023 results: revenue $48.1 million. Guidance reaffirmed. - Period: third quarter ended September 30, 2023 - Revenue: $48.1 million - Guidance: reaffirmed - Result: reported results source text: Operating Results for Third Quarter of 2023 Completed Exchange Transaction with Convertible Note Holders Representing 94% of Outstanding Principal – Record Q3 Revenue of $48.1 Million, 63% Year on Year Growth and Above Upper End of Q3 Guidance Range – SEATTLE - November 6, 2023 - NanoString Technologies, Inc. (NASDAQ:NSTG), a leading provider of life science evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000231/0001401708-23-000231-index.htm - Material Agreements NS Wind Down Co., Inc. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee and collateral agent. - Action: entry - Agreement: notes offering - Counterparty: U.S. Bank Trust Company, National Association, as trustee and collateral agent source text: The 2026 Notes are to be issued pursuant to an indenture among the Company, the subsidiary guarantors from time-to-time party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Indenture”). evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000231/0001401708-23-000231-index.htm - Material Agreements NS Wind Down Co., Inc. entered into Exchange Agreement with certain existing holders of its outstanding 2.625% Convertible Senior Notes due 2025 valued at $216 million aggregate principal amount (effective 2023-11-06). - Action: entry - Agreement: credit facility - Counterparty: certain existing holders of its outstanding 2.625% Convertible Senior Notes due 2025 - Value: $216 million aggregate principal amount - Effective: 2023-11-06 source text: On November 6, 2023, NanoString Technologies, Inc. (the “Company”) announced it had entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with certain existing holders of its outstanding 2.625% Convertible Senior Notes due 2025 evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000231/0001401708-23-000231-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.