---
schema_version: "secwatch.filing_event.v1"
accession: "0001401708-23-000241"
form_type: "8-K"
ticker: null
cik: "0001401708"
company_name: "NS Wind Down Co., Inc."
filed_at: "2023-11-07T23:59:59+00:00"
generated_at: "2026-06-08T14:21:08.551450+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# NanoString exchanges $216M 2025 convertible notes for new secured notes & warrants

## Summary
- Exchanged $216M 2.625% convertible notes due 2025 for $216M 6.95% senior secured notes due 2026 and warrants for 16M shares at $1.69.
- New notes pay 6.95% interest quarterly; optional PIK interest until Dec 2024; mature Sept 2026.
- Warrants exercisable at $1.69, expire 5 years from issuance; cash or cashless exercise; 9.99% beneficial ownership cap.
- Covenants include minimum revenue and liquidity starting Q4 2023, restrictions on dividends, liens, and additional debt.
- Registration rights agreement filed within 10 business days to register resale of warrant shares.

## SEC filing metadata
- accession: 0001401708-23-000241
- form_type: 8-K
- cik: 0001401708
- company_name: NS Wind Down Co., Inc.
- filed_at: 2023-11-07T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000241/0001401708-23-000241-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000241/nstg-20231107.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001401708-23-000241
- JSON: https://secwatch.observer/filing/0001401708-23-000241.json
- Plain text: https://secwatch.observer/filing/0001401708-23-000241.txt

## Key facts
- Debt Financings
  NS Wind Down Co., Inc. incurred senior notes of approximately $216 million with U.S. Bank Trust Company, National Association at 6.95% per annum maturing September 1, 2026.
  - Instrument: senior notes
  - Principal: approximately $216 million
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 6.95% per annum
  - Maturity: September 1, 2026
  - Event: incurrence
  source text: NanoString Technologies, Inc. (the “Company”) entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with respect to the exchange of approximately $216 million aggregate principal amount of the Company’s outstanding 2.625% Convertible Senior Notes due 2025 for (i) approximately $216 million in aggregate principal amount of the Company’s
  evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000241/0001401708-23-000241-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 valued at 6.95% Senior Secured Notes due 2026 in aggregate principal amount of approximately $216 million, int (effective 2023-11-07).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association, as trustee and collateral agent
  - Value: 6.95% Senior Secured Notes due 2026 in aggregate principal amount of approximately $216 million, int
  - Effective: 2023-11-07
  source text: The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of November 7, 2023, between the Company, the guarantor parties thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000241/0001401708-23-000241-index.htm
- Material Agreements
  NS Wind Down Co., Inc. entered into Exchange Agreement with holders of 2.625% Convertible Senior Notes due 2025 valued at exchange of approximately $216 million aggregate principal amount of Company's outstanding 2.625% Co (effective 2023-11-06).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: holders of 2.625% Convertible Senior Notes due 2025
  - Value: exchange of approximately $216 million aggregate principal amount of Company's outstanding 2.625% Co
  - Effective: 2023-11-06
  source text: on November 6, 2023, NanoString Technologies, Inc. (the “Company”) entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with respect to the exchange of approximately $216 million aggregate principal amount of the Company’s outstanding 2.625% Convertible Senior Notes due 2025 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 (each, a “Warrant” and, collectively, the “Warrants”) to purchase an aggregate of 16.0 million shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $1.69 per share (the exchange of the 2025 Notes for the 2026 Notes and the Warrants, collectively the “Exchange Transaction”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170823000241/0001401708-23-000241-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.