8-K

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): April 29, 2014

NanoString Technologies, 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.)

530 Fairview Avenue North, Suite 2000

Seattle, Washington 98109

(Address of principal executive offices, including zip code)

(206) 378-6266

(Registrant’s telephone number, including area code)

(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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2014, the board of directors of NanoString Technologies, Inc. (the “Company”), upon recommendation from the nominating and corporate governance committee of the Company’s board of directors, voted to appoint Tina S. Nova, Ph.D., as a director of the Company, effective immediately. Dr. Nova was appointed as a Class I director with a term expiring at the Company’s 2014 annual meeting of stockholders. Dr. Nova was also appointed to the compensation committee of the Company’s board of directors.

There are no transactions and no proposed transactions between Dr. Nova (or any member of her immediate family) and the Company (or any of its subsidiaries), and there is no arrangement or understanding between Dr. Nova and any other person or entity pursuant to which Dr. Nova was appointed as a director of the Company.

Dr. Nova will participate in the Company’s standard compensation plan for non-employee directors, including an initial stock option grant, which was granted to Dr. Nova on April 29, 2014.

In addition, on April 29, 2014, director Finny Kuruvilla, M.D., Ph.D., provided notice to the Company’s board of directors that he would not stand for reelection to the board of directors at the Company’s 2014 annual meeting of stockholders.

Following Dr. Nova’s appointment to the compensation committee of the Company’s board of directors, the membership on the three standing committees of the board of directors is as follows:

Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Greg Norden (chair)	Nicholas Galakatos, Ph.D. (chair)	Chad Waite (chair)
Bradford Crutchfield	Jennifer Scott Fonstad	Nicholas Galakatos, Ph.D.
William D. Young	Tina S. Nova, Ph.D.	William D. Young
	Chad Waite

A press release announcing Dr. Nova’s appointment to the board of directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated April 30, 2014.

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.
By:	/s/ R. Bradley Gray
	R. Bradley Gray
	President and Chief Executive Officer

Date: May 1, 2014

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated April 30, 2014.

EX-99.1

Exhibit 99.1

NanoString Technologies Appoints Veteran Diagnostics Executive Tina S. Nova, Ph.D.

to its Board of Directors

SEATTLE — April 30, 2014 — NanoString Technologies, Inc. (NASDAQ:NSTG), a provider of life science tools for translational research and molecular diagnostic products, today announced the appointment of veteran diagnostics executive Tina S. Nova, Ph.D. to its Board of Directors. Dr. Nova will also join the Board’s Compensation Committee.

“Dr. Tina Nova is a seasoned executive who successfully built a leading U.S. clinical diagnostic laboratory focused on personalized medicine in cancer,” stated William D. Young, Chairman of the Board of NanoString. “She will bring substantial experience and insight to the NanoString Board as the company continues to execute on its launch of the Prosigna Breast Cancer Assay, and its plans to develop and commercialize products for use in clinical laboratories over the coming years.”

Tina S. Nova, Ph.D. co-founded Genoptix, Inc., a medical laboratory diagnostics company, and served as its President from 2000 until her retirement in April 2014. Dr. Nova also served as the Chief Executive Officer of Genoptix and as a member of its board of directors from 2000 until Novartis AG acquired Genoptix in February 2011. Previously, Dr. Nova co-founded Nanogen, Inc., a provider of molecular diagnostic tests, and she served as its Chief Operating Officer and President from 1994 to 2000. Prior to Nanogen, Dr. Nova served as Chief Operating Officer of Selective Genetics, a biotechnology company. Dr. Nova has also held various research and management positions with Ligand Pharmaceuticals Incorporated and Hybritech, Inc., a former subsidiary of Eli Lilly & Company. Dr. Nova serves on the board of directors of Adamis Pharmaceuticals Corporation and Arena Pharmaceuticals, Inc. Dr. Nova holds a B.S. in Biological Sciences from the University of California, Irvine and a Ph.D. in Biochemistry from the University of California, Riverside.

“NanoString’s nCounter Dx Analysis System and the Prosigna Breast Cancer Assay provide important advancements to cancer patients and clinical laboratories, and I look forward to working with the management team to maximize the impact of these exciting technologies,” commented Dr. Nova.

About NanoString Technologies, Inc.

NanoString Technologies provides life science tools for translational research and molecular diagnostic products. The company’s nCounter^® Analysis System has been employed in life sciences research since it was first introduced in 2008 and has been cited in more than 400 peer-reviewed publications. The nCounter Analysis System offers a cost-effective way to easily profile the expression of hundreds of genes, miRNAs, or copy number variations, simultaneously with high sensitivity and precision, facilitating a wide variety of basic research and translational medicine applications, including biomarker discovery and validation. The company’s technology has now been applied to diagnostic use. The Prosigna™ Breast Cancer Prognostic Gene Signature Assay together with the nCounter Dx Analysis System is FDA 510(k) cleared for use as a prognostic indicator for distant recurrence of breast cancer.

The NanoString Technologies logo, NanoString, NanoString Technologies, nCounter and Prosigna are registered trademarks or trademarks of NanoString Technologies, Inc. in various jurisdictions.

For more information, please visit www.nanostring.com.

Investor Contact:

Lynn Pieper of Westwicke Partners

For NanoString Technologies

lynn.pieper@westwicke.com

415-202-5678

Media Contact:

Nicole Litchfield of Bioscribe Inc.

For NanoString Technologies

nicole@bioscribe.com

415-793-6468