---
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"
generated_at: "2026-06-02T21:54:13.826460+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001401708-24-000061
- form_type: 8-K
- cik: 0001401708
- company_name: NS Wind Down Co., Inc.
- filed_at: 2024-05-06T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 2.01, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000061/0001401708-24-000061-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000061/nstg-20240506.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001401708-24-000061
- JSON: https://secwatch.observer/filing/0001401708-24-000061.json
- Plain text: https://secwatch.observer/filing/0001401708-24-000061.txt

## Key facts
- Executive change
  R. Bradley Gray was terminated as CEO and President at NS Wind Down Co., Inc..
  - Action: terminated
  - Role: CEO and President
  source text: R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company
  evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000061/0001401708-24-000061-index.htm
- Executive change
  K. Thomas Bailey was terminated as Chief Financial Officer at NS Wind Down Co., Inc..
  - Action: terminated
  - Role: Chief Financial Officer
  source text: K. Thomas Bailey has been discharged from his duties and terminated as Chief Financial Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000061/0001401708-24-000061-index.htm
- Executive change
  Joseph M. Beechem resigned as Chief Scientific Officer and Senior Vice President, Research and Development at NS Wind Down Co., Inc..
  - Action: resigned
  - Role: Chief Scientific Officer and Senior Vice President, Research and Development
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000061/0001401708-24-000061-index.htm
- M&A Transactions
  NS Wind Down Co., Inc. completed an acquisition involving Bruker Corporation for $392,555,000 (closed 2024-05-06).
  - Action: acquisition
  - Counterparty: Bruker Corporation
  - Consideration: $392,555,000
  - Closing: 2024-05-06
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1401708/000140170824000061/0001401708-24-000061-index.htm

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