HTG Molecular Diagnostics, Inc. (NASDAQ:HTGM) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02
The disclosure regarding the pre-funded warrants set forth under the heading Securities Purchase Agreement under Item 8.01 of this report is incorporated by reference into this Item 3.02.
Underwriting Agreement
On September 20, 2019, we entered into an underwriting agreement (the Underwriting Agreement) with Cantor Fitzgerald & Co. (the Underwriter), relating to the issuance and sale in a public offering of 25,476,989 shares of our common stock, par value $0.001 per share. The price to the public in the offering is $0.65 per share and the Underwriter has agreed to purchase the shares from us to the Underwriting Agreement at a price of $0.611 per share. The net proceeds to us from the offering are expected to be approximately $15.2 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The closing of the offering is expected to occur on September 24, 2019, subject to customary closing conditions. In addition, we granted the Underwriter a 30-day option to purchase up to 3,821,548 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions. We anticipate using the net proceeds from the offering for working capital and general corporate purposes, which may include capital expenditures and research and development, sales and marketing and general and administrative expenses.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
The offering is being made to our registration statement on Form S-3 (Registration Statement No. 333-229045), previously filed with the Securities and Exchange Commission (SEC) and declared effective by the SEC on February 11, 2019, and a prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached to this report as Exhibit 5.1.
On September 19, 2019, we issued a press release announcing the offering, and on September 20, 2019, we issued a press release announcing that we had priced the offering. Copies of these press releases are attached to this report as Exhibit 99.1 and Exhibit 99.2, respectively.
Securities Purchase Agreement
On September 20, 2019, we entered into a Securities Purchase Agreement (the Purchase Agreement) with certain institutional accredited investors (the Purchasers), to which we agreed to sell to the Purchasers, in a private placement transaction, an aggregate of 5,411,687 pre-funded warrants (the Warrants) to purchase up to an aggregate of 5,411,687 shares of our common stock (Warrant Shares), at a price of $0.64 per Warrant. Each Warrant will have an exercise price of $0.01 per share and will be immediately exercisable upon issuance.
The exercise price of the Warrants and the Warrant Shares will be subject to adjustment in the event of any stock dividends and splits, recapitalization, reorganization or similar transaction, as described in the Warrants. The Warrants will be exercisable on a cashless basis in certain circumstances.