HTG Molecular Diagnostics, Inc. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2016 HTG Molecular Diagnostics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3430 E. Global Loop Tucson, AZ (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (877) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 5.02 (d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 2, 2016, the Board of Directors (the Board ) of HTG Molecular Diagnostics, Inc. (the Company ), upon recommendation of the Nominating and Governance Committee of the Board (the Nominating Committee ), appointed Donnie (Don) M. Hardison to serve as a Class II director of the Company with a term expiring at the Company s annual meeting of stockholders to be held in The Board has not determined at this time which, if any, Board committees Mr. Hardison will be appointed to serve as a member. In accordance with the Company s Non-Employee Director Compensation Policy, upon his appointment to the Board, Mr. Hardison received an initial grant consisting of a nonstatutory stock option to purchase 10,000 shares of the Company s common stock (the Common Stock ), one-third of which shares vest 12 months after the date of grant, with the remaining shares to vest in equal monthly installments over the following two year period. The exercise price of the option is $2.80 per share, which is equal to the closing price of the Common Stock on The NASDAQ Global Market on May 2, In accordance with the Company s Non-Employee Director Compensation Policy, Mr. Hardison will be entitled to receive a $35,000 annual cash retainer for service as director and will be eligible to receive additional cash and equity compensation in the future. Mr. Hardison has entered into the Company s standard form of indemnification agreement. The Company is not aware of any transaction involving Mr. Hardison requiring disclosure under Item 404(a) of Regulation S-K. On May 3, 2016, the Company issued a press release announcing Mr. Hardison s appointment to the Board, a copy of which is attached hereto as Exhibit Item 9.01 (d) Exhibits Financial Statements and Exhibits. Exhibit No. Description 99.1 Press Release of HTG Molecular Diagnostics, Inc. dated May 3, 2016.

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HTG Molecular Diagnostics, Inc. Dated: May 3, 2016 By: /s/ Debra A. Gordon Debra A. Gordon Vice President and Chief Legal Counsel

4 INDEX TO EXHIBITS Exhibit No. Description 99.1 Press Release of HTG Molecular Diagnostics, Inc. dated May 3, 2016.

5 Exhibit 99.1 Don Hardison joins the Board of Directors for HTG Molecular Diagnostics TUCSON, Ariz., May 3, 2016 (GLOBE NEWSWIRE) -- HTG Molecular Diagnostics, Inc. (Nasdaq:HTGM), a provider of instruments and reagents for molecular profiling applications, today announced that Donnie (Don) M. Hardison has been appointed to its Board of Directors ( Board ). Don Hardison is an executive leader with extensive experience in diagnostic laboratory management, sales, marketing, strategy and operations. Mr. Hardison has experience as a public and private company CEO, led a successful initial public offering, and has held senior executive roles in emerging growth to large, well established companies in the clinical diagnostic and other relevant markets. We are incredibly honored to have Don join our Board, said TJ Johnson, President and CEO of HTG Molecular Diagnostics. Don s career experience, industry knowledge and leadership capabilities will be tremendous assets for our Board and management team. Mr. Hardison was most recently the President and CEO, and served on the board of directors, of Good Start Genetics from April 2010 to March this year. For more than 20 years prior to that, Mr. Hardison held a number of executive and senior management positions at companies including Laboratory Corporation of America, or LabCorp, a clinical laboratory company, Exact Sciences Corporation, a molecular diagnostic company, OnTarget, Inc., a sales and marketing consulting company, Quest Diagnostics Inc., a clinical laboratory company, SmithKline Beecham Corporation, or SmithKline, a pharmaceutical company and others. Early in his career, Mr. Hardison spent 17 years in various roles of increasing responsibility with SmithKline. He also has served on the boards of directors of several private and public companies throughout his distinguished career. I am very excited to have the opportunity to work with TJ, his team and the Board as they continue their important work in democratizing NGSbased molecular profiling. I believe the company s technology has the potential to enable more precise diagnosis and delivery of individually tailored treatment at the local level. stated Mr. Hardison. About HTG: Headquartered in Tucson, Arizona, HTG s mission is to empower precision medicine at the local level. In 2013 the company commercialized its HTG Edge instrument platform and a portfolio of RNA assays that leverage HTG's proprietary nuclease protection chemistry. HTG s product offerings have since expanded to include its HTG EdgeSeq product line, which automates sample and targeted library preparation for nextgeneration sequencing. Additional information is available at Safe Harbor Statement: Statements contained in this press release regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements associated with the newly formed SAB and its expected benefits to us, the role that immune system biomarkers will have in clinical settings, including patient stratification, and our business and the capabilities of our technology. Words such as "believes," "anticipates," "plans," "expects," "intends," "will," "goal," "potential" and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. These forward-looking statements are based upon management's

6 current expectations, are subject to known and unknown risks, and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation, risks associated with our ability to successfully develop markets for our products, whether by democratization or otherwise, and our ability to successfully develop and commercialize diagnostic products, including more precise or individually tailored clinical solutions. These and other factors are described in greater detail in our filings with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K for the Year ended December 31, All forward-looking statements contained in this press release speak only as of the date on which they were made, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. Contact: Westwicke Partners Jamar Ismail Phone: jamar.ismail@westwicke.com TJ Johnson President / CEO HTG Molecular Diagnostics Phone: x130 tjjohnson@htgmolecular.com