UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 2218, 2024

_______________________________

NS Wind Down Co., Inc.

(Exact name of registrant as specified in its charter)

________________________________


Delaware	001-35980	20-0094687
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~617~~1209 ~~Eastlake~~Orange ~~Avenue~~Street ~~East, Seattle, Washington 98109~~

Wilmington, County of New Castle, Delaware 19801

(Address of principal executive offices, including zip code)

(206) 378-6266

(Registrant’s telephone number, including area code)

NanoString Technologies, Inc.

~~530~~617 ~~Fairview~~Eastlake Avenue ~~North~~East, Seattle, Washington 98109

(Former name or former address, if changed since last report)

________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered (1)
Common Stock, $0.0001 par value per share	NSTGQ	N/A

(1) On February 14, 2024, our common stock was suspended from trading on the NASDAQ Global Market (“NASDAQ”). On February 14, 2024, our common stock began trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “NSTGQ.” On April 9, 2024, Nasdaq Stock Market LLC filed a Form 25 delisting our common stock from trading on NASDAQ. In accordance with Rule 12d2-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the de-registration of our common stock under Section 12(b) of the Exchange Act will become effective 90 days from the date of the Form 25 filing.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging Growth Company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ¨

Item 3.03 Material Modifications to the Rights of Security Holders.

As previously disclosed, on February 4, 2024, NS Wind Down Co., Inc. (formerly NanoString Technologies, Inc.) (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions under ~~Chapter~~chapter 11 of title 11 of the United States ~~Bankruptcy~~ Code, 11 U.S.C. §§ 101-1532, in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”).

On ~~April~~June 1518, 2024 ~~and May 7~~, ~~2024,~~ the ~~Debtors filed with the~~ Court ~~their~~entered ~~proposed~~an ~~Disclosure~~order ~~Statement for the Chapter 11 Plan of NanoString Technologies Inc. and its Affiliated Debtors~~ (the “~~Proposed~~Confirmation ~~Disclosure Statement~~Order”) ~~and~~confirming the Chapter 11 Plan of NanoString Technologies, Inc. and ~~its~~Its Affiliated Debtors, ~~(the~~dated ~~“Proposed~~June ~~Plan”). On May 22~~14, 2024, ~~the Debtors filed with the Court a revised Proposed Disclosure Statement and a revised Proposed Plan that describes the Debtors’ plan to liquidate and distribute their remaining assets~~ (~~primarily~~as ~~consisting~~amended, ofmodified, ~~cash~~or ~~received~~supplemented from ~~the~~time ~~sale of substantially all of their assets~~ to ~~Bruker~~time, ~~Corporation)~~the ~~to their creditors~~“Plan”). The ~~Proposed~~Company ~~Disclosure~~expects ~~Statement~~the ~~and Proposed~~ Plan ~~are subject~~ to ~~further~~become ~~revision~~effective ~~and~~on ~~changes,~~or ~~which~~about ~~may~~June ~~be material~~24, ~~based~~2024 ~~upon~~ (the ~~Company’s~~“Effective ~~discussions with various stakeholders, objections to such documents from creditors of the Debtors, and are also subject to approval of the Court~~Date”).

AsUnder ~~more fully described in~~ the ~~Proposed Disclosure Statement~~Plan, ~~Company~~all ~~currently~~outstanding ~~anticipates that holders of~~ shares of common stock ~~will~~of ~~receive a distribution under~~ the ~~Plan~~Company ~~in the range of “$0.00 to $0.04” per share~~ (~~based~~including ~~on approximately 52 million~~ shares of common stock ~~outstanding~~issuable onunder aequity ~~fully-diluted~~awards ~~basis).~~granted ~~This~~under isthe anCompany’s ~~estimate~~equity ~~and~~incentive isplans) ~~subject to many risks~~ and ~~uncertainties,~~warrants ~~including~~exercisable ~~with~~for ~~respect~~shares ~~to the timing~~ of ~~any~~common ~~such~~stock ~~distribution,~~are ascontemplated ~~well as certain assumptions, including the amount of outstanding claims obligations~~ to ~~more~~be ~~secure~~canceled ~~creditors of the Debtors~~ and ~~ability~~discharged ofupon the ~~Debtors~~Effective toDate ~~resolve such claims,~~ and ~~the~~holders ~~anticipated costs to wind down the affairs~~ of ~~the~~such ~~Debtors,~~equity ~~which~~interests will ~~take~~not ~~many~~receive ~~months~~or ~~following~~retain ~~the~~any ~~effective~~property ~~date~~on ofaccount ~~the~~thereof ~~Plan~~at tothis ~~fully resolve and finally determine~~time. ~~There~~In ~~can~~the beevent ~~no assurances~~ that athere ~~distribution~~is tovalue ~~holders~~remaining ofin the ~~Company~~Debtors’s ~~common~~estates ~~stock~~following ~~will~~payment ~~be made~~ in ~~the~~full ~~Cases or the timing~~ of ~~any~~all ~~such~~creditors ~~distribution. For more information about the Plan~~ and ~~the~~claim ~~treatment~~holders of the ~~Company’s~~Debtors ~~common stock in the Cases,~~ (including ~~assumptions~~all ~~made~~secured and ~~risk~~unsecured ~~and~~creditors), ~~uncertainties~~which ~~related~~will tonot ~~any~~be ~~estimates~~known offor ~~potential~~many ~~recoveries~~months infollowing the ~~Cases~~Effective byDate ~~creditors and stockholders~~, ~~please review~~ the ~~Proposed~~Plan ~~Disclosure~~Administrator, ~~Statement~~the ~~carefully.~~person ~~The~~to ~~Proposed~~be ~~Disclosure~~designated ~~Statement,~~by the ~~Proposed~~ Plan ~~and other documents related~~ to oversee the ~~Company~~wind-down and ~~the~~liquidation ~~Cases are available for review free~~ of ~~charge~~the atDebtors ~~https://cases.ra.kroll.com/NanoString/.~~and ~~Investors~~their ~~should~~remaining ~~review~~estates, ~~this~~will ~~website~~distribute ~~for~~any ~~additional~~such ~~information~~excess, ~~regarding~~on ~~the~~a ~~Debtors~~pro ~~and~~rata ~~the~~fully-diluted ~~Cases.~~basis, ~~The Company undertakes no obligation~~ to ~~update~~holders ~~the estimated range~~ of ~~recoveries~~common tostock (and holders of ~~the~~vested ~~Company’s~~and ~~common~~in-the-money ~~stock~~equity ~~described herein~~awards).

~~Item~~As 5more fully described in the Disclosure Statement, Company currently anticipates that holders of shares of common stock will receive a distribution under the Plan in the range of “$0.0300 ~~Amendments~~to $0.04” per share (based on approximately 52 million shares of common stock outstanding on a fully-diluted basis). This is an estimate and is subject to ~~Articles~~many risks and uncertainties, including with respect to the timing of ~~Incorporation~~any such distribution, as well as certain assumptions, including the amount of outstanding claims obligations to more secure creditors of the Debtors and ability of the Debtors to resolve such claims, and the anticipated costs to wind down the affairs of the Debtors, which will take many months following the effective date of the Plan to fully resolve and finally determine. There can be no assurances that a distribution to holders of the Company’s common stock will be made in the Cases or ~~Bylaws;~~the ~~Change~~timing of any such distribution. The Company’s securityholders are cautioned that trading in ~~Fiscal~~the ~~Year~~Company’s securities is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Cases.

AsThe ~~required~~foregoing bydescription ~~that~~of ~~certain Sale Order entered by~~ the ~~Court~~Plan inand ~~connection~~Confirmation ~~with~~Order ~~the~~is ~~approval~~a ofsummary ~~the~~thereof ~~sale~~and bydoes ~~the~~not ~~Company~~purport ofto ~~substantially~~be ~~all~~complete, ofand ~~its~~is ~~assets~~subject to ~~Bruker Corporation~~, ~~the~~and ~~Company~~qualified ~~has~~in ~~filed~~its aentirety ~~Certificate~~by ofreference ~~Amendment~~ to, ~~its~~the ~~Amended~~Plan and ~~Restated~~Conformation ~~Certificate~~Order. ofA ~~Incorporation~~copy ~~(the~~of ~~“Amendment”) with~~ the ~~Secretary~~Confirmation ofOrder ~~State~~(to ofwhich ~~Delaware,~~the ~~changing~~Plan ~~its~~is ~~name~~attached ~~from~~as ~~“NanoString~~Exhibit ~~Technologies~~A) ~~Inc.”~~is toattached ~~“NS~~as ~~Wind~~Exhibit ~~Down Co~~99.,1 ~~Inc.”~~hereto ~~effective~~and asis ofincorporated ~~May~~herein ~~28,~~by ~~2024 (the “Name Change”)~~reference.

InCautionary ~~addition,~~Note ~~the~~Regarding ~~Company~~Forward-Looking ~~amended and restated its Amended and Restated Bylaws, effective as of May 28, 2024, to reflect the Name Change.~~Statements

~~The~~This ~~foregoing~~Form ~~descriptions~~8-K includes statements that are, ~~only~~or amay ~~summary~~be ofdeemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the ~~Amendment~~use ~~and~~of forward-looking terminology, including the ~~Second~~terms ~~Amended~~“believes,” ~~and~~“estimates,” ~~Restated~~“anticipates,” ~~Bylaws~~“expects,” ~~and~~“plans,” ~~are~~“intends,” ~~qualified~~“may,” “could,” “might,” “will,” “should,” “approximately” or, in each case, their ~~entirety~~negative byor ~~reference~~other variations thereon or comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements reflect the current beliefs and expectations of management made pursuant to the ~~full~~safe ~~text~~harbor provisions of the ~~Amendment~~Private Securities Litigation Reform Act of 1995. We caution you that forward-looking statements are not guarantees of future performance and ~~Second~~that ~~Amended~~our actual financial condition and ~~Restated~~liquidity ~~Bylaws,~~may ~~copies~~differ ofmaterially ~~which~~from ~~are~~the ~~filed~~forward-looking asstatements ~~Exhibits~~contained 3herein.1 Any forward-looking statements that we make in this Form 8-K speak only as of the date of such statement, and ~~3.2~~we undertake no obligation to update such statements to reflect events or circumstances after the date of this ~~Current~~Form ~~Report~~8-K onor to reflect the occurrence of unanticipated events. The Company’s forward-looking statements in this Form 8-K include, ~~respectively~~but are not limited to, the timing and ~~incorporated~~risks and uncertainties related to distributions to equity securityholders in the Cases; and other statements regarding the Company’s strategy and plans in the Cases among others. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by ~~reference~~these ~~herein~~forward-looking statements. These risks and uncertainties include, but are not limited to, the risks associated with the potential adverse impact of the chapter 11 filings on the Company’s liquidity; possible proceedings that may be brought by third parties in connection with the chapter 11 process; and the timing or amount of distributions, if any, to the Company’s stakeholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.1						Certificate of Amendment to Amended and Restated Certificate of Incorporation of NanoString Technologies, Inc.
99.1						Confirmation Order, dated June 18, 2024.
3.2						Second Amended and Restated Bylaws of NS Wind Down Co., Inc..
104						The cover page from NanoString Technologies, Inc.’s Current Report on Form 8-K is formatted in iXBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NanoString Technologies, Inc.
			NS WIND DOWN CO., INC.
Date:	~~May~~June 2820, 2024	By:	/s/ K. Thomas Bailey
			K. Thomas Bailey
			Treasurer

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