NanoString Reports Inducement Grant Under Nasdaq Listing Rules

Rhea-AI Summary

NanoString Technologies (NASDAQ: NSTG) announced an equity inducement award to its new Chief Commercial Officer, John D. Gerace, as part of his employment terms. The award includes 62,829 restricted stock units (RSUs) that will vest over three years based on continued service. Notably, 100% of unvested RSUs would fully vest upon a change in control if his employment is terminated without cause. The award is granted outside of their current equity plan but follows the guidelines of their 2018 Inducement Equity Incentive Plan.

Positive

• Inducement award of 62,829 restricted stock units aligns Mr. Gerace's interests with shareholder value.
• RSUs vest over three years, promoting retention of key leadership.

Negative

• None.

SEATTLE--(BUSINESS WIRE)-- NanoString Technologies, Inc. (Nasdaq: NSTG), a leading provider of life science tools for discovery and translational research, today reported, as required by Nasdaq Stock Market Rules, an equity inducement award to John D. Gerace, the Company’s new Chief Commercial Officer.

In accordance with Nasdaq Listing Rule 5635(c)(4), NanoString's Compensation Committee approved the grant of the following equity award to Mr. Gerace as a material inducement to Mr. Gerace entering into employment with NanoString: effective as of the date his employment with NanoString began, an award of 62,829 restricted stock units, or the RSUs. Mr. Gerace's employment with the company began on January 6, 2022, or the Start Date.

One-third of the RSUs vest on the first market trading day on or following the first anniversary of the Start Date and one-third of the RSUs vest annually each year on the first market trading day on or after the second and third anniversaries of the Start Date, subject to Mr. Gerace’s continued service through each such date. In addition, if there is a change in control and if upon or during the 12 months after such change in control, Mr. Gerace’s employment is terminated either (i) by the Company without cause or (ii) by him for good reason, 100% of the unvested RSUs will become fully vested as of the termination of his employment.

The inducement RSU award was made outside of NanoString’s current equity plan, under NanoString's 2018 Inducement Equity Incentive Plan and related award agreement, but will be subject to terms and conditions generally consistent with those in NanoString’s 2013 Equity Incentive Plan, or the 2013 Plan. However, the 2013 Plan permits certain exchange programs (including repricings) without stockholder approval, while the inducement plan requires stockholder approval for such exchange programs.

About NanoString Technologies, Inc.

NanoString Technologies is a leading provider of life science tools for discovery and translational research. The company provides three platforms that allow researchers to map the universe of biology. The nCounter® Analysis System, cited in more than 5,200 peer-reviewed publications, offers a way to easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations, simultaneously with high sensitivity and precision. NanoString’s GeoMx® Digital Spatial Profiler enables highly multiplexed spatial profiling of RNA and protein targets in various sample types, including FFPE tissue sections, and has been cited in more than 90 peer-reviewed publications. The CosMx™ Spatial Molecular Imager, with commercial availability expected in 2022, enables highly sensitive, high-resolution imaging of hundreds to thousands of RNAs or proteins directly from single cells within morphologically intact whole tissue sections. For more information, please visit www.nanostring.com.

NanoString, NanoString Technologies, the NanoString logo, GeoMx, CosMx and nCounter are trademarks or registered trademarks of NanoString Technologies, Inc. in various jurisdictions.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220110005260/en/

Doug Farrell

Vice President, Investor Relations & Corporate Communications

dfarrell@nanostring.com

Phone: 206-602-1768

Source: NanoString Technologies, Inc.

FAQ

What is the equity inducement award for John D. Gerace at NanoString (NSTG)?

John D. Gerace received an equity inducement award of 62,829 restricted stock units (RSUs) as part of his employment with NanoString.

When did John D. Gerace start his employment with NanoString (NSTG)?

John D. Gerace began his employment with NanoString on January 6, 2022.

How will the RSUs awarded to John D. Gerace vest?

The RSUs will vest in three equal parts over three years, with one-third vesting on the first anniversary of his start date.

What happens to the RSUs if there is a change in control at NanoString (NSTG)?

If there is a change in control and Mr. Gerace's employment is terminated without cause, 100% of the unvested RSUs will become fully vested.