NanoString Technologies : Modification to Rights of Security Holders - Form 8-K

Item 3.03 Material Modifications to the Rights of Security Holders.

As previously disclosed, on February 4, 2024, NanoString Technologies, Inc. (the "Company") and certain of its subsidiaries (together with the Company, the "Debtors") filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the "Court" and such cases, the "Cases").

On April 15, 2024 and May 7, 2024, the Debtors filed with the Court their proposed Disclosure Statement for the Chapter 11 Plan of NanoString Technologies Inc. and its Affiliated Debtors (the "Proposed Disclosure Statement") and the Chapter 11 Plan of NanoString Technologies Inc. and its Affiliated Debtors (the "Proposed Plan"). On May 22, 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 consisting of cash received from the sale of substantially all of their assets to Bruker Corporation) to their creditors. The Proposed Disclosure Statement and Proposed Plan are subject to further revision and changes, which may be material, based upon the Company's discussions with various stakeholders, objections to such documents from creditors of the Debtors, and are also subject to approval of the Court.

As more fully described in the Proposed Disclosure Statement, Company currently anticipates that holders of shares of common stock will receive a distribution under the Plan in the range of "$0.00 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 many risks and uncertainties, including with respect to the timing of 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 the timing of any such distribution. For more information about the Plan and the treatment of the Company's common stock in the Cases, including assumptions made and risk and uncertainties related to any estimates of potential recoveries in the Cases by creditors and stockholders, please review the Proposed Disclosure Statement carefully. The Proposed Disclosure Statement, the Proposed Plan and other documents related to the Company and the Cases are available for review free of charge at https://cases.ra.kroll.com/NanoString/. Investors should review this website for additional information regarding the Debtors and the Cases. The Company undertakes no obligation to update the estimated range of recoveries to holders of the Company's common stock described herein.