8-K filed May 6, 2024, 7:59 PM ET CIK 0001401708

M&A confidence high sentiment negative materiality 0.90

NanoString completes asset sale to Bruker for $392.6M; CEO and CFO terminated

NS Wind Down Co., Inc.

Closed asset sale to Bruker for $392.6M in cash plus assumption of certain liabilities on May 6, 2024.
CEO R. Bradley Gray and CFO K. Thomas Bailey terminated; CSO Joseph M. Beechem resigns and joins Bruker.
NanoString generated ~$168M revenue in 2023. Bruker expects dilutive to non-GAAP EPS by $0.15-$0.20 in H2 2024.
Bruker expects NanoString business near break-even by 2026 with resumed revenue growth and synergies.
Company cautions equity holders that trading in its securities is highly speculative; recovery unlikely.

item 2.01 item 5.02 item 8.01 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001401708-24-000061
form_type: 8-K
ticker: null
cik: 0001401708
company_name: NS Wind Down Co., Inc.
filed_at: 2024-05-06T23:59:59+00:00
discovered_at: 2026-05-14T18:03:18.253816+00:00
generated_at: 2026-06-02T21:54:13.826460+00:00
sec_items: ["2.01", "5.02", "8.01", "9.01"]
event_type: m_and_a
sentiment: negative
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: high
secwatch_canonical_url: https://secwatch.observer/filing/0001401708-24-000061
json_url: https://secwatch.observer/filing/0001401708-24-000061.json
markdown_url: https://secwatch.observer/filing/0001401708-24-000061.md
text_url: https://secwatch.observer/filing/0001401708-24-000061.txt
edgar_index_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000061/0001401708-24-000061-index.htm
edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000061/nstg-20240506.htm
generated_by_model: deepseek-v4-flash:cloud@v2
review_status: machine_generated
human_reviewed: false
corrected: false
correction_note: null
correction_timestamp: null
superseded_by: null

JSON Markdown Plain text

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

R. Bradley Gray

CEO and President

NS Wind Down Co., Inc.

Effective: 2024-05-06
Filed: May 6, 2024, 7:59 PM ET

R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company

Departed

K. Thomas Bailey

Chief Financial Officer

NS Wind Down Co., Inc.

Effective: 2024-05-06
Filed: May 6, 2024, 7:59 PM ET

K. Thomas Bailey has been discharged from his duties and terminated as Chief Financial Officer.

Departed

Joseph M. Beechem

Chief Scientific Officer and Senior Vice President, Research and Development

NS Wind Down Co., Inc.

Effective: 2024-05-06
Filed: May 6, 2024, 7:59 PM ET

Joseph M. Beechem, the Company’s Chief Scientific Officer and Senior Vice President, Research and Development, has accepted an offer of employment from Bruker and in connection therewith has been deemed to have resigned and is discharged from his duties with the Company.

Source-grounded claims

0f2c98d934

R. Bradley Gray was terminated as CEO and President at NS Wind Down Co., Inc..

R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

941531ffd1

K. Thomas Bailey was terminated as Chief Financial Officer at NS Wind Down Co., Inc..

K. Thomas Bailey has been discharged from his duties and terminated as Chief Financial Officer.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

d08de947d7

Joseph M. Beechem resigned as Chief Scientific Officer and Senior Vice President, Research and Development at NS Wind Down Co., Inc..

Joseph M. Beechem, the Company’s Chief Scientific Officer and Senior Vice President, Research and Development, has accepted an offer of employment from Bruker and in connection therewith has been deemed to have resigned and is discharged from his duties with the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

48494ac8b3a03a263c63f820037a6ba632b53e48

NS Wind Down Co., Inc. completed an acquisition involving Bruker Corporation for $392,555,000 (closed 2024-05-06).

Purchase Agreement”) with Bruker Corporation (“Bruker”) to sell substantially all of the assets of the Company and its subsidiaries (the “Business”) for a cash purchase price of $392,555,000 along with Bruker’s assumption of certain liabilities of the Business (including liabilities related to all outstanding intellectual property litigation) (the “Sale Transaction”).

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

FDX

FedEx completes spin-off of FedEx Freight; 80.1% distributed to FDX stockholders

FEDEX CORP June 1, 2026, 6:42 AM ET m_and_a Items 1.01, 2.01, 5.02, 8.01, 9.01

same fact type: executive_change, ma_transaction same SEC item: 2.01, 5.02, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company

Comparable filing

John A. Smith resigned from his position as Chief Operating Officer, United States and Canada of FedEx, effective as of immediately prior to the Effective Time to become the President and Chief Executive Officer of FedEx Freight.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: executive_change, ma_transaction same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company

Comparable filing

Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst

Filing page SEC filing

CECO

CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash

CECO ENVIRONMENTAL CORP June 1, 2026, 9:16 AM ET m_and_a Items 2.01, 2.03, 5.02, 5.03, 7.01, 9.01

same fact type: executive_change, ma_transaction same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company

Comparable filing

the Board appointed Todd Gleason, CECO’s Chief Executive Officer and an existing member of the Board, to serve as Chairman of the Board, effective as of the effective time of the First Merger.

Filing page SEC filing

AVO

Mission Produce completes acquisition of Calavo Growers for $26.05 per share

Mission Produce, Inc. May 29, 2026, 6:02 AM ET m_and_a Items 2.01, 5.02, 7.01, 9.01

same fact type: executive_change, ma_transaction same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company

Comparable filing

In connection with the closing of the Mergers, effective as of the Closing Date, Kathleen Holmgren was appointed to the Board of Directors of the Company (the “ Board ”).

Filing page SEC filing

CVGW

Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share

CALAVO GROWERS INC May 29, 2026, 6:01 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: executive_change, ma_transaction same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company

Comparable filing

B. John Lindeman, Farha Aslam, Marc L. Brown, Michael DiGregorio, Steven Hollister, Kathleen M. Holmgren, J. Link Leavens, and Adriana Mendizabal tendered their resignations as members of the board of directors of Calavo and from all committees of the board on which they formerly served, effective as of the First Effective Time.

Filing page SEC filing

MBC

MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3

MasterBrand, Inc. May 28, 2026, 9:11 AM ET m_and_a Items 2.01, 2.03, 5.02, 7.01, 9.01

same fact type: executive_change, ma_transaction same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company

Comparable filing

The following three (3) former directors of American Woodmark were appointed to serve as independent directors on the Board of Directors of MasterBrand (the “Board”), effective as of the Effective Time: Andrew Cogan, Philip Fracassa and Daniel Hendrix (the “Former American Woodmark Directors”).

Filing page SEC filing

Veris Residential, L.P.

Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium

Veris Residential, L.P. May 27, 2026, 4:44 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 5.02, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

Purchase Agreement”) with Bruker Corporation (“Bruker”) to sell substantially all of the assets of the Company and its subsidiaries (the “Business”) for a cash purchase price of $392,555,000 along with Bruker’s assumption of certain liabilities of the Business (including liabilities related to all outstanding intellectual property litigation) (the “Sale Transaction”).

Comparable filing

and (ii) any direct or indirect wholly owned subsidiary of the Company, if any) was automatically cancelled and converted into the right to receive an amount equal to $19.00 per Share in cash, without interest thereon (the “ Merger Consideration ”), ceased to be outstanding and was automatically cancelled and ceased to exist; and · Merger Sub II

Filing page SEC filing

ESAB

ESAB completes $1.45B acquisition of Eddyfi Technologies

ESAB Corp June 2, 2026, 6:41 AM ET m_and_a Items 2.01, 3.02, 5.03, 3.03, 7.01, 8.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

Purchase Agreement”) with Bruker Corporation (“Bruker”) to sell substantially all of the assets of the Company and its subsidiaries (the “Business”) for a cash purchase price of $392,555,000 along with Bruker’s assumption of certain liabilities of the Business (including liabilities related to all outstanding intellectual property litigation) (the “Sale Transaction”).

Comparable filing

Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired all of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price adjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi, its

Filing page SEC filing

Source: SEC EDGAR

accession 0001401708-24-000061

view filing index on sec.gov

view primary document

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.