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NSPH > SEC Filings for NSPH > Form 8-K on 13-May-2013All Recent SEC Filings

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Form 8-K for NANOSPHERE INC


13-May-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry Into A Material Definitive Agreement.

On May 13, 2013, Nanosphere, Inc. (the "Company") completed an underwritten registered direct offering (the "Offering") of 1,923,077 shares of its common stock, par value $0.01 per share (the "Shares"). Craig-Hallum Capital Group LLC acted as the sole book-running manager for the Offering. The Shares were issued and sold by the Company pursuant to a purchase agreement (the "Purchase Agreement") by and between the Company and Craig-Hallum Capital Group LLC, as underwriter, at a public offering price of $2.60 per share.

The Company estimates that it will receive net proceeds of approximately $4.7 million from the Offering after deducting underwriting discounts and commissions and offering expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes and working capital.

The foregoing is only a brief description of the material terms of the Purchase Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Purchase Agreement, which is filed hereto as Exhibit 1.1 and incorporated by reference herein.

The legal opinion, including the related consent, of Seyfarth Shaw LLP relating to the issuance of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.




Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.       Description

1.1               Purchase Agreement dated May 8, 2013 by and between Nanosphere,
                  Inc. and Craig-Hallum Capital Group LLC, as underwriter.

5.1               Opinion of Seyfarth Shaw LLP.

23.1              Consent of Seyfarth Shaw LLP (included in Exhibit 5.1).


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