Form 8-K NANOSPHERE INC For: May 13

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May 16, 2016 6:14 AM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 16, 2016
 
 
NANOSPHERE, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
001-33775
 
36-4339870
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
4088 Commercial Avenue,
Northbrook, Illinois
 
60062
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (847) 400-9000
Not Applicable
(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:
 
¨
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))

 

 





Item 2.02. Results of Operations and Financial Condition
On May 16, 2016, Nanosphere, Inc. (the "Company") issued a press release announcing its financial results for its first quarter, ended March 31, 2016. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit Number
Description
99.1

Press Release of Nanosphere, Inc. dated May 16, 2016.
The information included under Item 2.02, "Results of Operations and Financial Condition", and Item 9.01 "Financial Statements and Exhibits" of this Current Report on Form 8-K (including the exhibit attached hereto) is being furnished and such information (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report (including the exhibit attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.




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.
 
 
NANOSPHERE, INC.
 
(Registrant)
 
 
 
Date: May 16, 2016
By:
/s/ Farzana M. Moinuddin
 
 
Farzana M. Moinuddin
 
 
Chief Accounting Officer and Acting Principal Financial Officer


EXHIBIT INDEX
 
Exhibit Number
Description
99.1

Press Release of Nanosphere, Inc. dated May 16, 2016.







Exhibit 99.1

Nanosphere Announces First Quarter results

NORTHBROOK, IL - May 16, 2016 - Nanosphere, Inc. (NASDAQ: NSPH), a company enhancing medicine through targeted molecular diagnostics, today reported financial results for the first quarter March 31, 2016.

Nanosphere achieved record revenues for the first quarter of 2016. Revenues for the first quarter of 2016 were $6.6 million, compared to $4.6 million for the first quarter of 2015. This 43% year-over-year revenue growth was driven predominantly by U.S. based microbiology laboratories continued adoption of our expanding infectious disease menu evidenced by a 55% growth rate in test consumables in the first quarter of 2016 as compared to the prior year period.

Gross margins for the first quarter of 2016 were 46.3%, and remained flat when compared to the prior year period due to depreciation expense of $0.25 million in 2016 related to leased evaluation equipment held at customer locations.
Research and development expenses in the first quarter of 2016 were $3.7 million, as compared to $3.6 million for the same period in 2015. Sales, general and administrative expenses in the first quarter of 2016 decreased to $4.9 million from $5.2 million during the same period in 2015. This reduction in expenses was due to the repeal of the medical device tax which reduced costs by $0.1 million, a decrease in equity compensation expense related to the reduction in fair value of options granted in recent years compared to prior years of $0.1 million, and a decrease in bad debt expense of $0.1 million.

Net loss for the first quarter of 2016 was $6.6 million compared with $7.5 million for the same period in 2015.

Cash at March 31, 2016 was $18.4 million, with $5 million of this being restricted cash. Cash used in operations during the first quarter of 2016 was $5.3 million, compared to $5.6 million for the same period in 2015, an improvement of $0.3 million.

On January 31, 2016, the company achieved both (i) trailing six month revenue of greater than $12,000,000 in a consecutive six month period, and (ii) greater than 100 cumulative new unit placements during a consecutive 12 month period after January 1, 2015, pursuant to which, on February 5, 2016, the Company was able to draw a second tranche under its term loan facility in the amount of $5 million and is included in our cash balance at March 31, 2016.








 About the Verigene® System
The Verigene System uses Nanosphere’s core proprietary gold nanoparticle chemistry to offer highly sensitive, highly specific molecular diagnostic results through low-cost multiplexing. The Verigene System rapidly and accurately detects infectious pathogens and drug resistance markers by targeting conserved genetic regions of a bacterium or virus. Currently, the multiplexed Verigene assays target infections of the blood, respiratory tract and gastrointestinal tract. The information gathered from Verigene test results enables clinicians to make informed patient treatment decisions more quickly, which may result in improved patient outcomes, reduced costs, optimized antibiotic therapy, and reduced spread of antibiotic resistance.
About Nanosphere, Inc.
Nanosphere is enhancing medicine through targeted molecular diagnostics that result in earlier disease detection, optimal patient treatment and improved healthcare economics. The Company’s versatile technology platform, the Verigene ® System, enables clinicians to rapidly detect the most complex, costly and deadly infectious diseases through a low cost and simple-to-use multiplexed diagnostic test. The combination of this innovative technology and Nanosphere’s customer-driven solutions keeps commitment to the patient at the forefront of its business. Nanosphere is based in Northbrook, IL. Additional information is available at: http://www.nanosphere.us .
Except for historical information, the matters discussed in this press release are “forward-looking statements” and are subject to risks and uncertainties. Actual results could differ materially from these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: (i) Nanosphere’s ability to develop commercially viable products; (ii) Nanosphere’s ability to achieve profitability; (iii) Nanosphere’s ability to produce and market its products; (iv) Nanosphere’s ability to obtain regulatory approval of its products; (v) Nanosphere’s ability to protect its intellectual property; (vi) competition and alternative technologies; and (vii) Nanosphere’s ability to obtain additional financing to support its operations. Additional risks are discussed in the Company’s current filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The forward-looking statements are made as of the date of this press release, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 
Contacts
 
Investors:
Farzana M. Moinuddin
Chief Accounting Officer
Nanosphere, Inc.
847-400-9000
 
Michael Rice
Founding Partner
LifeSci Advisors
646-597-6979









Nanosphere, Inc.
Condensed Statements of Operations and Comprehensive Loss
(in thousands except per share amounts)
(Unaudited)

 
Three Months Ended March 31,
 
2016
 
2015
Revenue:
 
 
 
Product sales
$
6,589

 
$
4,618

Total revenue
6,589

 
4,618

Costs and Expenses:
 
 
 
Cost of sales
3,540

 
2,486

Research and development
3,744

 
3,640

Sales, general, and administrative
4,911

 
5,226

Restructuring costs
—

 
513

Total costs and expenses
12,195

 
11,865

Loss from Operations
(5,606
)
 
(7,247
)
Other income (expense):
 
 
 
Interest expense
(971
)
 
(287
)
Other income
9

 
1

Total other expense
(962
)
 
(286
)
Net Loss and Comprehensive Loss
$
(6,568
)
 
$
(7,533
)
 
 
 
 
Deemed dividend on Series C convertible preferred stock, due to beneficial conversion feature
$
(117
)
 
$
—

Loss Attributable to Common Shareholders
$
(6,685
)
 
$
(7,533
)
 
 
 
 
Net loss per common share - basic and diluted
$
(0.55
)
 
$
(1.29
)
 
 
 
 
Weighted average number of common shares outstanding - basic and diluted
12,114

 
5,842



 















Nanosphere, Inc.
Condensed Balance Sheets
(in thousands, except share and per share amounts)
(Unaudited)

 
March 31, 2016
 
December 31, 2015
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
13,400

 
$
15,107

Restricted cash
5,000

 
4,000

Accounts receivable - net of allowance for doubtful accounts
4,248

 
4,266

Inventories
5,831

 
6,061

Other current assets
588

 
403

Total Current Assets
29,067

 
29,837

Property and equipment - net of accumulated depreciation
8,899

 
8,895

Intangible Assets - net of accumulated amortization
1,744

 
1,823

Other Assets
75

 
75

Total Assets
$
39,785

 
$
40,630

LIABILITIES AND STOCKHOLDERS EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
2,209

 
$
1,769

Accrued compensation
1,377

 
1,628

Other current liabilities
3,355

 
3,313

Debt - net
20,552

 
15,340

Total Current Liabilities
27,493

 
22,050

 
 
 
 
Total Liabilities
27,493

 
22,050

Commitments and contingencies
 
 
 
Stockholders' Equity:
 
 
 
Convertible preferred stock, $0.01 par value; 10,000,000 shares authorized;
 
 
 
Series C: 8,384.8, and 8,431.8 shares issued and outstanding as of March 31, 2016, and December 31, 2015, respectively
3,791

 
4,003

Common stock, $0.01 par value; 150,000,000 shares authorized; 12,270,248 shares and 11,570,248 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively
123

 
116

Additional paid-in capital
467,443

 
466,958

Accumulated deficit
(459,065
)
 
(452,497
)
Total Stockholders’ Equity
12,292

 
18,580

Total Liabilities and Stockholders' Equity
$
39,785

 
$
40,630






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