NanoString Technologies: Litigation-Driven 363 Sale and $392.6M Bruker Acquisition

NanoString Technologies filed chapter 11 in Delaware on February 4, 2024 after a $31.6 million patent infringement verdict and related injunction pressure from 10x Genomics added to the company's liquidity strain. NanoString's spatial biology platform was generating revenue growth, but the First Day Declaration said revenue was insufficient to fund the damages award or post a bond pending appeal. NanoString entered chapter 11 with at least $40 million in DIP support from existing noteholders and began a section 363 sale process.

The case moved on a compressed timeline from petition to auction. Patient Square Capital established a $220 million stalking horse baseline, and a competitive auction produced Bruker Corporation as the winning bidder at approximately $392.6 million in cash plus assumed liabilities — a 78% premium over the stalking horse. With the sale approved, the remaining estates moved into a plan-driven wind-down that achieved 100% projected recovery for general unsecured creditors, and the plan was confirmed in June 2024.

Debtor(s)	NanoString Technologies, Inc.
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-10160
Judge	Hon. Craig T. Goldblatt
Petition Date	February 4, 2024
DIP Facility	$142.5 million ($47.5 million new money + $95 million roll-up from Braidwell Partners and Deerfield Partners)
Stalking Horse Bid	Nucleus Buyer, LLC (Patient Square Capital) at $220 million
Winning Bid	Bruker Corporation at ~$392.6 million
Sale Approval Date	April 19, 2024
Confirmation Date	June 18, 2024
Effective Date	June 26, 2024

Litigation-Driven Filing and DIP Stabilization

Business and operating profile. NanoString Technologies, founded in 2003 and headquartered in Seattle, operated as a life sciences tools company selling instruments and consumables for gene expression and spatial biology research. The company served major research centers, biopharmaceutical companies, and clinical laboratories worldwide, with products contributing to over 7,500 peer-reviewed publications. NanoString's platforms included the nCounter Analysis System for bulk gene expression, the GeoMx Digital Spatial Profiler for spatial profiling, the CosMx Spatial Molecular Imager, and the AtoMx Spatial Informatics Platform for cloud-based data management. The instruments-plus-consumables model generated recurring revenue through reagent sales tied to the installed instrument base.

In its third quarter 2023 results, NanoString reported $48.1 million in quarterly revenue (63% year-over-year growth), with spatial biology revenue of $28.9 million and nCounter revenue of $19.2 million. The installed base included approximately 510 spatial biology systems and 1,140 nCounter systems, and the company held $97.1 million in cash and short-term investments through September 30, 2023. NanoString was publicly traded on Nasdaq under the ticker NSTG with approximately 50.5 million outstanding shares.

Patent litigation overhang. NanoString's distress was tightly linked to patent litigation with 10x Genomics. A jury trial in November 2023 in the U.S. District Court for the District of Delaware resulted in a finding of willful patent infringement and an award of approximately $31.6 million in damages, including $25 million in lost profits and $6 million in royalties. The First Day Declaration described a litigation campaign, injunction activity, and bond requirements that created pressure around product sales and operations. A second patent suit filed by 10x Genomics and Harvard University targeted CosMx products, with trial scheduled for September 2024. European Unified Patent Court proceedings included an appeals decision overturning a prior preliminary injunction affecting CosMx sales in multiple EU member countries, reflecting that the litigation risk was global.

The First Day Declaration stated that revenue was "not currently sufficient to meet the Debtors' long-term liquidity needs, including either paying the damages award or putting up a bond to obtain a stay of enforcement pending appeal."

Distress drivers and workforce reductions. NanoString reported a $37.4 million net loss in Q3 2023 and had limited capacity to absorb the litigation costs and bond requirements described in the First Day Declaration. The company reported total assets of $274.7 million and total debts of $325.3 million through September 30, 2023. In late 2023, NanoString eliminated about 50 employees (9% of workforce), and a Nasdaq delisting notice arrived in early 2024 after the company's stock price fell below the exchange's minimum bid price requirement. Earlier workforce reductions in Q4 2022 had already reduced headcount by approximately 10%.

Capital structure. As of the petition date, NanoString carried approximately $281 million in prepetition funded debt. The largest component was $217.3 million in senior secured notes at 6.95%, issued in November 2023 under a new indenture with U.S. Bank Trust Company, National Association as trustee. These notes carried a first-priority lien on substantially all of NanoString's assets and were created through an exchange of the original convertible notes. In November 2023, holders had exchanged approximately $216 million (94%) of convertible notes for the new secured notes and common stock warrants, leaving approximately $14.3 million of the original 2.625% convertible senior notes due March 2025 outstanding. General unsecured claims were estimated at approximately $50 million, including litigation-related claims and trade obligations. Three months after the note exchange, the same secured noteholder group provided the DIP facility in the chapter 11 case.

Prepetition 2026 Secured Notes	$217.3 million at 6.95%, first-lien on substantially all assets
Prepetition 2025 Convertible Notes	$14.3 million at 2.625%, remaining after November 2023 exchange
General Unsecured Claims	~$50 million (estimated)
Total Prepetition Funded Debt	~$281 million

DIP financing. NanoString's chapter 11 financing was structured as a term loan DIP facility of up to $142.5 million, provided by existing noteholders Braidwell Partners Transaction Master Fund LP and Deerfield Partners, L.P. The DIP Motion described $47.5 million of new money (Tranche 1 of $12.5 million available at interim approval, Tranche 2 of up to $35 million at final approval) and a $95.0 million roll-up of prepetition note obligations. NanoString completed $47.5 million of DIP financing with existing lenders. New money carried interest at SOFR plus 4% (PIK), while roll-up loans bore interest at 8.95% (PIK). The facility included a 3% closing fee, a 4.5% exit fee, and milestones tied to the sale process — including completion of the sale by May 30, 2024, and a plan effective date by June 30, 2024. The Interim DIP Order was entered on February 6, 2024.

Total DIP Facility	$142.5 million
New Money	$47.5 million (Tranche 1: $12.5 million interim; Tranche 2: up to $35 million final)
Roll-Up	$95.0 million of prepetition secured note obligations
Interest (New Money)	SOFR + 4%, PIK
Interest (Roll-Up)	8.95%, PIK
Closing Fee	3% of aggregate commitments
Exit Fee	4.5% of aggregate DIP principal
Maturity	Earlier of July 31, 2024 or plan effective date
Carve-Out Cap	$1.6 million post-trigger notice

DIP objections. The official committee of unsecured creditors filed an objection to the DIP Motion on February 29, 2024, contesting certain facility terms and filing a marked-up version of the proposed final DIP order. The committee issued discovery requests and deposition notices to the DIP lenders (Braidwell and Deerfield). 10x Genomics filed a limited objection on February 21, 2024, targeting specific DIP default provisions: Section 8.01(n)(v)(B) of the DIP credit agreement would trigger a default if the court granted 10x relief from the automatic stay to proceed with its IP litigation, and Section 8.01(n)(v)(xxii) would trigger a default if any debtor was "enjoined from conducting any material portion of its business." 10x argued these provisions were designed to prevent the court from exercising its discretion regarding the stay. The final DIP order was entered in March 2024.

Separately, 10x filed a motion for relief from the automatic stay on February 22, 2024, seeking to continue its patent litigation against the debtors. The court entered an order confirming the automatic stay protections on March 14, 2024, restating the section 362 protections applicable to the 10x litigation.

363 Sale Process and Bruker Acquisition

Prepetition marketing. Before filing, the debtors retained Perella Weinberg Partners LP as investment banker. The Sale Motion described a prepetition marketing process that contacted over 55 potential bidders, resulted in 28 signed confidentiality agreements, and led to 21 first-round diligence meetings in January 2024. Management determined the sale process could not be consummated outside chapter 11 on the required timeline.

Stalking horse baseline. NanoString's sale process was anchored by a stalking horse agreement with Nucleus Buyer, LLC, an affiliate of Patient Square Capital, at a $220 million cash purchase price. The stalking horse agreement included bid protections: a $6.6 million breakup fee (3% of purchase price), expense reimbursement up to $3.3 million, and an aggregate cap of 4.5% of the purchase price. The assumed liabilities included patent litigation matters, including the 10x Genomics litigation.

Bidding procedures and auction. The Bidding Procedures Order was entered on March 28, 2024, establishing a bid deadline of April 12, an auction date of April 16, and a sale hearing on April 19. Qualifying bids required a 10% deposit of the maximum cash component of the purchase price and had to exceed the stalking horse purchase price plus bid protections ($9.9 million) plus an additional $2.5 million overbid. On April 15, 2024, NanoString's board announced the company would be acquired by Bruker after a competitive auction. The auction on April 16 produced a winning bid of approximately $392.6 million in cash plus assumed liabilities — a 78% increase over the $220 million stalking horse baseline.

Sale objections. Several parties filed objections or reservations before the sale hearing. 10x Genomics filed a preliminary objection on March 29, 2024, and the President and Fellows of Harvard College joined that objection on April 8. Veracyte filed a limited objection reserving its rights. The U.S. Trustee filed a limited objection to certain bidding procedures provisions.

Sale order. The Sale Order was entered on April 19, 2024, approving the sale to Bruker Corporation free and clear of all liens, claims, interests, and encumbrances under sections 105(a), 363, and 365 of the Bankruptcy Code. The court found that the debtors had adequately marketed the assets in compliance with the bidding procedures, the auction was conducted in a "noncollusive, fair, and good-faith manner," and the purchase agreement was negotiated at arm's length. The court also found that the sale afforded a "full, fair, and reasonable opportunity" for any person to make a higher or better offer. The acquisition included GeoMx, CosMx, AtoMx, and nCounter product lines. Bruker described the transaction as an asset deal and later announced completing the acquisition in May 2024. The sale included successor liability protections for the buyer, subject to the assumed liabilities defined in the purchase agreement.

Stalking Horse	Nucleus Buyer, LLC (Patient Square Capital); $220 million cash
Breakup Fee	$6.6 million (3% of purchase price)
Expense Reimbursement	Up to $3.3 million
Aggregate Bid Protection Cap	4.5% of purchase price
Winning Bidder	Bruker Corporation
Winning Bid	~$392.6 million cash plus assumed liabilities
Premium Over Stalking Horse	78%
Sale Order Date	April 19, 2024
Sale Closing	May 6, 2024

Sale closing and 10x withdrawal. The sale closed on May 6, 2024. On May 9, 10x Genomics withdrew its motion for relief from the automatic stay because the sale had closed and Bruker had assumed the patent litigation liabilities — the same liabilities that had driven NanoString into chapter 11. The withdrawal was filed without prejudice.

Plan Confirmation and Wind-Down Framework

Plan structure. After the sale, NanoString's case shifted into a plan-driven wind-down. The Chapter 11 Plan established governance through a plan administrator and a three-member oversight committee (two members selected by required consenting lenders, one by the creditors' committee). All debtors were substantively consolidated into NanoString Technologies, Inc. for distribution purposes. The plan used a "distributable proceeds" framework with sale proceeds flowing through a waterfall for secured, priority, and general unsecured constituencies, alongside a wind-down reserve.

Class treatment. The plan classified claims into eight classes. Administrative claims, DIP claims, priority tax claims, and restructuring expenses were unclassified and paid in full in cash on or after the effective date. The Disclosure Statement estimated total allowed general unsecured claims at approximately $64 million. The sale proceeds were sufficient to project 100% recovery for general unsecured creditors. The sole impaired voting class was Class 5, consisting of approximately $43.4 million in subordinated noteholder claims that were consensually subordinated to general unsecured claim recoveries under the terms of the DIP order.

Class 1 — Prepetition First Lien Secured Claims	Unimpaired; paid in full ($25 million estimated)
Class 2 — Other Secured Claims	Unimpaired; paid in full
Class 3 — Priority Non-Tax Claims	Unimpaired; paid in full
Class 4 — General Unsecured Claims	Unimpaired; paid in full (~$64 million estimated)
Class 5 — Prepetition Noteholder Unsecured Subordinated Claims	Impaired; $43.4 million plus postpetition interest at 6.95%, subordinated to GUC recoveries; voted to accept
Class 6 — Intercompany Claims	Impaired; no distribution
Class 7 — Other Subordinated Claims	Impaired; no distribution
Class 8 — Interests (Equity)	Impaired; cancelled, no distribution

Confirmation. The Confirmation Order was entered on June 18, 2024. The court found the plan was proposed in good faith and was the result of arm's-length negotiations among the debtors and key stakeholders. Class 5, the only impaired class entitled to vote, accepted the plan. Classes 1 through 4 were deemed to accept (unimpaired), and Classes 6 through 8 were deemed to reject (impaired, no recovery).

Because section 1129(a)(8) was not satisfied as to the non-voting impaired classes, the plan was confirmed under section 1129(b) (cramdown). The court found that the plan satisfied the best interests test — each holder of an impaired claim would receive at least as much as in a chapter 7 liquidation. Section 1129(a)(10) was satisfied because Class 5, the sole impaired voting class, accepted. All objections to the plan were resolved or overruled.

Releases and exculpation. The plan included debtor releases and a consensual third-party release framework. Holders of claims in classes deemed to accept or in Class 5 could opt out of the third-party releases by filing an objection before the confirmation deadline. The Confirmation Order found these releases to be consensual and integral to the plan. Exculpation provisions included carve-outs for actual fraud, willful misconduct, and gross negligence.

Effective date and bar dates. The plan became effective on June 26, 2024. The effective date notice established a professional fee deadline of August 12, 2024 (45 days post-effective), an administrative claim bar date of July 26, 2024 (30 days post-effective), and a rejection claim deadline of July 26, 2024 for claims arising from rejection of executory contracts and unexpired leases. These deadlines defined the window for late claim submissions and professional fee applications before the plan administrator could finalize reserves and begin making distributions.

Key Professionals and Fees

Debtor-side professionals. The debtors retained Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP as co-counsel, Weil, Gotshal & Manges LLP as special patent counsel, Bird & Bird LLP as special European IP counsel, AlixPartners, LLP as financial advisor, and Perella Weinberg Partners LP as investment banker.

Committee-side professionals. The official committee of unsecured creditors, appointed on February 15, 2024, retained Akin Gump Strauss Hauer & Feld LLP and Troutman Pepper Hamilton Sanders LLP as co-counsel and Piper Sandler & Co. as investment banker. The committee was active throughout the case, objecting to the DIP facility terms, conducting discovery on the DIP lenders, and negotiating the plan treatment that resulted in 100% projected recovery for general unsecured creditors.

Approved fees. The court entered an omnibus final fee order on September 17, 2024, approving approximately $30.3 million in total professional fees and expenses for the period from petition date through the effective date. Perella Weinberg Partners received the largest allocation at approximately $9.3 million (fees and expenses combined), for investment banking services. Willkie Farr & Gallagher's approved fees totaled approximately $7.5 million. On the committee side, Akin Gump received approximately $5.0 million (after a voluntary fee reduction of $307,000) and Piper Sandler approximately $2.9 million. Bird & Bird LLP, retained as special European IP counsel, received approximately $509,000 for the European patent proceedings, and RSM US/Canada LLP received approximately $440,000 for tax and accounting services.

Willkie Farr & Gallagher (debtor lead counsel)	$7.5 million
Perella Weinberg Partners (debtor investment banker)	$9.3 million
AlixPartners (debtor financial advisor)	$2.4 million
Young Conaway (debtor Delaware counsel)	$1.2 million
Weil Gotshal (special patent counsel)	$0.7 million
Akin Gump (committee lead counsel)	$5.0 million
Piper Sandler (committee investment banker)	$2.9 million
Other professionals	$1.3 million
Total Approved	~$30.3 million

Post-Sale Developments

Wind-down administration. After the effective date, the case caption was amended to NS Wind Down Co., Inc. The plan administrator assumed responsibility for claims reconciliation, distributions, and litigation management under the oversight committee structure. A post-confirmation report filed for Q3 2024 (ending September 30, 2024) reported approximately $247 million distributed across all claim categories: $25.1 million in administrative claims (100% paid), $120,000 in priority claims (95% paid), and $221.7 million in general unsecured claims (89% paid). No distributions were made to secured claims (none allowed) or equity interests (cancelled). The report was not the final report, with the wind-down process continuing into 2025 and 2026.

Claims objection deadline. The plan's initial claim objection deadline was 180 days after the effective date, subject to extension. The deadline has been extended multiple times, with the most recent extension through June 22, 2026, reflecting the ongoing claims reconciliation process.

Veracyte claim dispute. A sealed preliminary objection to Veracyte, Inc.'s Claim No. 214 was filed on August 23, 2024. Veracyte filed a sealed response in September, and the post-effective date debtors filed a supplemental reply in October 2024. The Veracyte claim dispute was the most referenced post-confirmation filing in the case docket.

Post-sale patent litigation. The December 2024 permanent injunction against GeoMx products applied to products Bruker acquired in the sale. Bruker had assumed the 10x-related patent litigation liabilities under the purchase agreement.

Global patent settlement. In May 2025, 10x Genomics and Bruker signed a global cross-license agreement ending all pending patent litigation across the United States, Germany, and the Unified Patent Court. The confidential settlement allowed Bruker to continue selling its CosMx and GeoMx spatial biology platforms. The resolution came approximately 14 months after Bruker acquired NanoString's assets. Bruker had assumed the 10x patent litigation liabilities as part of the May 2024 purchase agreement.

Case Timeline

The case moved from petition to sale order in 74 days, and from petition to plan effective date in less than five months. Key filings and milestones are linked throughout the preceding sections; the table below consolidates the chronological sequence.

February 4, 2024	Chapter 11 petitions filed; DIP Motion and First Day Declaration filed
February 6, 2024	Interim DIP Order entered; Kroll appointed as claims agent
February 15, 2024	Official Committee of Unsecured Creditors appointed
February 21, 2024	10x Genomics files limited objection to DIP Motion
February 22, 2024	10x Genomics files motion for relief from automatic stay
February 29, 2024	UCC files DIP objection
March 10, 2024	Sale Motion filed with Nucleus Buyer stalking horse at $220 million
March 20, 2024	Final DIP Order entered
March 28, 2024	Bidding Procedures Order entered
April 16, 2024	Auction held; Bruker selected as winning bidder at ~$392.6 million
April 19, 2024	Sale Order entered approving sale to Bruker
May 6, 2024	Sale closing; Bruker acquires NanoString assets
May 22, 2024	Chapter 11 Plan and Disclosure Statement filed (solicitation version)
June 18, 2024	Confirmation Order entered
June 26, 2024	Effective date
September 17, 2024	Omnibus final fee order approving ~$30.3 million
December 2024	Permanent injunction against Bruker's GeoMx products
May 2025	10x/Bruker global settlement ending all patent disputes

Frequently Asked Questions

When did NanoString file for chapter 11 and where was the case filed?

NanoString Technologies and three subsidiaries filed chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware on February 4, 2024. The case was assigned to Judge Craig T. Goldblatt.

Why did NanoString file for chapter 11?

The filing was driven by a $31.6 million patent infringement verdict in favor of 10x Genomics, with additional exposure from ongoing CosMx litigation and European patent proceedings. The First Day Declaration stated that revenue was insufficient to cover the damages award or post a bond pending appeal.

What were NanoString's key product platforms?

NanoString's platforms included the nCounter Analysis System, GeoMx Digital Spatial Profiler, CosMx Spatial Molecular Imager, and AtoMx Spatial Informatics Platform. The installed base included approximately 510 spatial biology systems and 1,140 nCounter systems as of Q3 2023. All four product lines were acquired by Bruker.

How much DIP financing did NanoString obtain?

The DIP Motion described a term loan facility of up to $142.5 million, including $47.5 million of new money and a $95.0 million roll-up of prepetition secured note obligations. NanoString completed the financing with existing lenders Braidwell Partners and Deerfield Partners.

Who was the stalking horse bidder and what was the winning bid?

Patient Square Capital established the stalking horse baseline at $220 million through its affiliate Nucleus Buyer, LLC. Bruker Corporation won the auction with a bid of approximately $392.6 million in cash plus assumed liabilities, a 78% premium over the stalking horse.

What happened to NanoString's business after the sale?

Bruker described the transaction as an asset deal and completed the acquisition in May 2024. The acquired business included the CosMx, GeoMx, AtoMx, and nCounter product lines. In May 2025, Bruker and 10x Genomics resolved all remaining patent disputes through a global cross-license agreement.

When was the plan confirmed and what recoveries did creditors receive?

The Confirmation Order was entered on June 18, 2024, and the plan became effective on June 26, 2024. General unsecured creditors (Class 4) were unimpaired and projected to receive 100% recovery. The sole voting class — subordinated noteholder claims of approximately $43.4 million (Class 5) — accepted the plan.

What happened to the 10x Genomics patent litigation after the sale?

Bruker assumed the patent litigation as part of the sale. In December 2024, 10x Genomics obtained a permanent injunction against Bruker's GeoMx products. In May 2025, the parties settled all disputes globally through a cross-license agreement.

How much were total professional fees in the case?

The court approved approximately $30.3 million in professional fees and expenses through the omnibus final fee order on September 17, 2024. Perella Weinberg Partners LP received the largest allocation at approximately $9.3 million for investment banking services.

Who is the claims agent for NanoString?

Kroll Restructuring Administration LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

For more chapter 11 case research and restructuring analysis, visit the ElevenFlo blog.