---
schema_version: "secwatch.filing_event.v1"
accession: "0001401708-24-000051"
form_type: "8-K"
ticker: null
cik: "0001401708"
company_name: "NS Wind Down Co., Inc."
filed_at: "2024-04-19T23:59:59+00:00"
generated_at: "2026-06-03T15:23:57.801307+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# NanoString to be acquired by Bruker for ~$392.6M; prior stalking-horse deal terminated

## Summary
- Bruker to acquire substantially all NanoString assets for ~$392.6M cash, plus assumption of certain liabilities.
- Transaction follows competitive auction; represents ~78% improvement over stalking-horse bid by Patient Square Capital.
- NanoString to pay Patient Square $6.6M break-up fee and up to $3.3M expense reimbursement for terminated prior agreement.
- Sale expected to close in early-May 2024, subject to Bankruptcy Court approval and other conditions.
- NanoString filed for Chapter 11 in Feb 2024; acquisition will conclude the restructuring process.

## SEC filing metadata
- accession: 0001401708-24-000051
- form_type: 8-K
- cik: 0001401708
- company_name: NS Wind Down Co., Inc.
- filed_at: 2024-04-19T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 1.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000051/0001401708-24-000051-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000051/nstg-20240417.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001401708-24-000051
- JSON: https://secwatch.observer/filing/0001401708-24-000051.json
- Plain text: https://secwatch.observer/filing/0001401708-24-000051.txt

## Key facts
- Material Agreements
  NS Wind Down Co., Inc. entered into Bruker Asset Purchase Agreement with Bruker Corporation valued at $392,555,000 (effective 2024-04-17).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Bruker Corporation
  - Value: $392,555,000
  - Effective: 2024-04-17
  source text: On April 17, 2024, the Company and Bruker entered into an Asset Purchase Agreement (the “Bruker Asset Purchase Agreement”) to sell substantially all of the assets of the Company and its subsidiaries (the “Business”) for a cash purchase price of $392,555,000 (the “Purchase Price”) along with Bruker’s assumption of certain liabilities of the Business (including liabilities related to all outstanding intellectual property litigation).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000051/0001401708-24-000051-index.htm
- Material Agreements
  NS Wind Down Co., Inc. terminated Patient Square Asset Purchase Agreement with an affiliate of Patient Square Capital (effective 2024-04-17).
  - Action: termination
  - Agreement: asset purchase
  - Counterparty: an affiliate of Patient Square Capital
  - Effective: 2024-04-17
  source text: On April 17, 2024, as a result of the outcome of the Auction, the Patient Square Asset Purchase Agreement was terminated.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000051/0001401708-24-000051-index.htm

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