Item 8.01 Other Events.
On December 21, 2022, HTG Molecular Diagnostics, Inc. (the "Company") priced a
best-efforts public offering (the "Offering") of: (i) 102,000 shares of its
common stock, par value $0.001 per share ("Common Stock"), and accompanying
Series A-1 warrants to purchase 102,000 shares of Common stock and Series A-2
warrants (together with the Series A-1 warrants, "Series A warrants") to
purchase 102,000 shares of Common Stock, at a combined public offering price of
$7.75 per share and accompanying Series A warrants, and (ii) pre-funded warrants
to purchase 1,188,322 shares of Common Stock and accompanying Series A-1
warrants to purchase 1,188,322 shares of Common Stock and Series A-2 warrants to
purchase 1,188,322 shares of Common stock, at a combined public offering price
of $7.749 per pre-funded warrant and accompanying Series A warrants, which is
equal to the public offering price per share of Common Stock and accompanying
Series A warrants less the $0.001 per share exercise price of each such
pre-funded warrant.
The Series A warrants have an exercise price of $7.50 per share. The Series A-1
warrants became exercisable upon issuance and will expire on December 23, 2027.
The Series A-2 warrants became exercisable upon issuance and will expire on
December 23, 2024. The exercise price of the Series A warrants is subject to
adjustment for stock splits, reverse splits, and similar capital transactions as
described in the Series A warrants.
Subject to certain ownership limitations described in the pre-funded warrants,
the pre-funded warrants are immediately exercisable and may be exercised at a
nominal exercise price of $0.001 per share of Common Stock any time until all of
the pre-funded warrants are exercised in full.
In connection with the Offering, the Company entered into a Securities Purchase
Agreement (the "Purchase Agreement") with a certain institutional investor on
December 21, 2022, for the purchase of the securities described above.
H.C. Wainwright & Co., LLC (the "Placement Agent"), served as the exclusive
placement agent in connection with the Offering. The Company paid the Placement
Agent a cash fee of 6.5% of the aggregate gross proceeds raised at the closing
of the Offering, plus a management fee equal to 0.5% of the gross proceeds
raised at the closing of the Offering, and reimbursement of certain expenses and
legal fees in the amount of $125,000. The Company also issued to designees of
the Placement Agent warrants to purchase up to an aggregate of 38,709 shares of
Common Stock (the "Placement Agent warrants"). The Placement Agent warrants have
substantially the same terms as the Series A-1 warrants, except the Placement
Agent warrants have an exercise price of $9.6875 per share and expire on
December 21, 2027.
The shares of Common Stock, the Series A warrants, the pre-funded warrants and
the Placement Agent warrants described above and the underlying shares of Common
Stock were offered pursuant to a Registration Statement on Form S-1, as amended
(File No. 333-268681), which was declared effective by the Securities and
Exchange Commission ("SEC") on December 21, 2022.
The closing of the Offering occurred on December 23, 2022. The estimated net
proceeds of the Offering are approximately $8.7 million, after deducting the
Placement Agent fees and expenses and other estimated offering expenses payable
by the Company. The Company intends to use the net proceeds of the Offering for
general corporate purposes, which may include research and development expenses,
clinical trial expenses, capital expenditures and working capital.
The foregoing summaries of the Series A-1 warrants, Series A-2 warrants,
pre-funded warrants, Placement Agent warrants and Purchase Agreement do not
purport to be complete and are qualified in their entirety by the forms of such
documents, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, and 10.1 to this
report.
On December 21, 2022, the Company issued a press release announcing the pricing
of the Offering, and on December 23, 2022, the Company issued a press release
announcing the closing of the Offering. Copies of these press releases are filed
as Exhibits 99.1 and 99.2 to this report.
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Forward-Looking Statements:
Statements contained in this report 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 regarding the
estimated net proceeds from the Offering and the use of the net proceeds from
the Offering. Words such as "expects," "intends," "will," and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements necessarily contain these identifying words.
These forward-looking statements are based upon management's current
expectations, estimates and projections about our business, and are subject to a
number of 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 related to the Company's business. These and other factors are
described in greater detail in the Company's filings with the SEC, including
under the "Risk Factors" heading of the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2022, as filed with the SEC on November 10,
2022. All forward-looking statements contained in this report 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Document
Number
4.1 Form of Series A-1 Warrant to Purchase Common Stock, issued on
December 23, 2022 .
4.2 Form of Series A-2 Warrant to Purchase Common Stock, issued on
December 23, 2022 .
4.3 Form of Pre-funded Warrant to Purchase Common Stock, issued on
December 23, 2022 .
4.4 Form of Placement Agent Warrant, issued on December 23, 2022 .
10.1 Form of Securities Purchase Agreement (incorporated herein by
reference to Exhibit 10.28 to the Company's Registration Statement on
Form S-1/A filed on December 21, 2022 (File No. 333-268681)) .
99.1 Pricing Press Release .
99.2 Closing Press Release .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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