• SEC Filings

On October 26, 2017, HTG Molecular Diagnostics, Inc. (the “Company”) issued a subordinated convertible promissory note (the “Note”) to Qiagen North American Holdings, Inc. (“Qiagen”) in the principal amount of $3.0 million against receipt of cash proceeds equal to such principal amount.The Note bears simple interest at the rate of 3.0% per annum and matures on October 26, 2020 (the “Maturity Date”).The Company’s indebtedness under the Note is expressly subordinated in right of payment to the Company’s prior repayment in full of its indebtedness under that certain Loan and Security Agreement, dated August 22, 2014, as amended, by and among the Company, Oxford Finance LLC and Silicon Valley Bank.Qiagen may elect to convert all or any portion of outstanding principal balance of the Note and all unpaid accrued interest thereon at any time prior to the Maturity Date into shares of the Company’s common stock at a conversion price of $3.984 per share.

The foregoing summary of the terms of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 4.1 to this report.

The information contained under Item 2.03 of this report is incorporated under this Item 2.03 by reference.

Item 2.03 Unregistered Sales of Equity Securities.

The information contained under Item 2.03 of this report is incorporated under this Item 2.03 by reference.

The Note was offered in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of the 1933, as amended (the “Securities Act”). In connection with Qiagen’s execution of the Note, Qiagen represented to the Company that it is an “accredited investor” as defined in Regulation D of the Securities Act and that the Note and any shares of common stock issued upon conversion of the Note (“Conversion Shares”) are being acquired solely for Qiagen’s own account and for investment purposes and not with a view to the future sale or distribution of any such securities by Qiagen. Appropriate legends were affixed to the Note and will be affixed to the Conversion Shares upon issuance.

Item 2.03 Financial Statements and Exhibits.

(d) Exhibits.

HTG MOLECULAR DIAGNOSTICS, INC Exhibit
EX-4.1 2 htgm-ex41_6.htm EX-4.1 htgm-ex41_6.htm Exhibit 4.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
To view the full exhibit click here

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.