Form 15-12G - Securities registration termination [Section 12(g)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-35980

NS Wind Down Co., Inc.

(Exact name of registrant as specified in its charter)

1209 Orange Street

Wilmington, County of New Castle, Delaware

(206) 378-6266

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock of $0.0001 par value per share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:


Rule 12g-4(a)(1)			ý
Rule 12g-4(a)(2)			☐
Rule 12h-3(b)(1)(i)			ý
Rule 12h-3(b)(1)(ii)			☐
Rule 15d-6			☐
Rule 15d-22(b)			☐

Approximate number of holders of record as of the certification or notice date: 0*

*On February 4, 2024, NS Wind Down Co., Inc. (f/k/a NanoString Technologies, Inc. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”). On June 18, 2024, the Court entered an order confirming the Chapter 11 Plan of NanoString Technologies, Inc. and Its Affiliated Debtors, dated June 14, 2024 (as amended, modified, or supplemented from time to time, the “Plan”). On June 26, 2024 (the “Effective Date”), the Debtors filed a Notice of Effective Date with the Court and the Plan became effective in accordance with its terms. As of the Effective Date, and in accordance with the Plan, all outstanding shares of common stock of the Company (including shares of common stock issuable under equity awards granted under the Company’s equity incentive plans) have been canceled and discharged.

Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of registrant as specified in charter) has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.