HTG Molecular Diagnostics, Inc. (NASDAQ:HTGM) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On April13, 2017, HTG Molecular Diagnostics, Inc. (the Company)
entered into a Controlled Equity OfferingSM Sales Agreement (the Sales
Agreement) with Cantor Fitzgerald Co., as sales agent (Cantor
Fitzgerald), to which the Company may offer and sell, from time
to time, through Cantor Fitzgerald, shares of the Companys common
stock, par value $0.001 per share, having an aggregate offering
price of up to $20.0 million (the ATM Offering). The shares will
be offered and sold to the Companys shelf registration statement
on FormS-3 (File No.333-216977).
The Company is not obligated to sell any shares under the Sales
Agreement. Subject to the terms and conditions of the Sales
Agreement, Cantor Fitzgerald will use commercially reasonable
efforts, consistent with its normal trading and sales practices,
applicable state and federal law, rules and regulations and the
rules of The NASDAQ Stock Market, to sell shares from time to
time based upon the Companys instructions, including any price,
time or size limits specified by the Company. Under the Sales
Agreement, Cantor Fitzgerald may sell shares by any method deemed
to be an at the market offering as defined in Rule 415 under the
Securities Act of 1933, as amended. The Company will pay Cantor
Fitzgerald a commission of 3.0% of the aggregate gross proceeds
from each sale of shares, reimburse legal fees and disbursements
and provide Cantor Fitzgerald with customary indemnification and
contribution rights. The Sales Agreement may be terminated by
Cantor Fitzgerald or the Company at any time upon notice to the
other party, or by Cantor Fitzgerald at any time in certain
circumstances, including the occurrence of a material and adverse
change in the Companys business or financial condition that makes
it impractical or inadvisable to market the shares or to enforce
contracts for the sale of the shares.
The foregoing description of the Sales Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Sales Agreement, a copy of which is filed as
Exhibit99.1 to this Current Report on Form8-K. The legal opinion
of Cooley LLP relating to the shares of common stock being
offered to the Sales Agreement is filed as Exhibit5.1 to this
Current Report on Form8-K.
This Current Report on Form8-K shall not constitute an offer to
sell or the solicitation of an offer to buy any shares under the
Sales Agreement nor shall there be any sale of such shares in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws
of any such state.
| Item8.01 | Other Events. |
On April12, 2017, The NASDAQ Stock Market LLC informed the
Company that a NASDAQ Hearings Panel granted the Companys request
to transfer the listing of the Companys common stock from The
NASDAQ Global Market to The NASDAQ Capital Market, based on the
Companys compliance with all requirements for continued listing
on The NASDAQ Capital Market. The transfer is expected to take
effect at the open of trading on April17, 2017. The Companys
common stock will continue to trade under the symbol HTGM
following the transfer.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
|
Exhibit Number |
Description |
|
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 99.1 |
Controlled Equity OfferingSM Sales Agreement, dated as of April 13, 2017, by and between HTG Molecular Diagnostics, Inc. and Cantor Fitzgerald Co. |
About HTG Molecular Diagnostics, Inc. (NASDAQ:HTGM)
HTG Molecular Diagnostics, Inc. is a commercial-stage company that develops and markets a technology platform to facilitate the routine use of complex molecular profiling. The Company’s HTG Edge and HTG EdgeSeq platforms, consisting of instrumentation, consumables and software analytics, are used in sample profiling applications, including tumor profiling, molecular diagnostic testing and biomarker development. The Company’s HTG Edge and HTG EdgeSeq platforms automate the molecular profiling of genes and gene activity using its nuclease protection chemistry on a range of biological samples. The Company’s HTG EdgeSeq chemistry, together with its HTG Edge or HTG EdgeSeq instrumentation and software, automates and adapts its nuclease protection chemistry to enable analysis using next generation sequencing (NGS) instrumentation. The HTG EdgeSeq system utilizes substantially the same sample preparation reagents as its original chemistry, but allows for read out on an NGS instrument. HTG Molecular Diagnostics, Inc. (NASDAQ:HTGM) Recent Trading Information
HTG Molecular Diagnostics, Inc. (NASDAQ:HTGM) closed its last trading session down -0.03 at 5.81 with 941,148 shares trading hands.
