Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 8, 2024

Accelerate Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-31822		84-1072256
(Commission File Number)		(IRS Employer Identification No.)

3950 South Country Club Road, Suite 470, Tucson, Arizona		85714
(Address of principal executive offices)		(Zip Code)

(520) 365-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which
registered

Common Stock, $0.001 par value per share

AXDX

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

EXPLANATORY NOTE

On May 8, 2024, Accelerate Diagnostics, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the quarter ending March 31, 2024, which was included as Exhibit 99.1 to a Current Report on Form 8-K (the “Original Report”) furnished with the U.S. Securities and Exchange Commission (the “SEC”) on such date. This Current Report on Form 8-K/A (this “Report”) is being filed to disclose certain updates to the Company’s financial results for the quarter ending March 31, 2024 included in the Original Report as described in Item 2.02 to this Report below.

Item 2.02.

Results of Operations and Financial Condition.

On May 8, 2024, the Company issued a press release announcing its preliminary financial results for the quarter ending March 31, 2024. Subsequently, in connection with the finalization of its financial statements for the quarter ending March 31, 2024, the Company made certain non-cash related revisions to the accounting for its previously announced January 2024 equity financing. The revisions resulted in, among other things, a decrease in the Company’s net loss and net loss per share from $17.0 million and $0.88, respectively, as preliminarily reported in the Original Report, to $14.2 million and $0.74, respectively.

The revisions are reflected in the updated financial tables attached hereto as Exhibit 99.1, which is incorporated herein by reference in its entirety. The revisions are also reflected in the condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which will be filed with the SEC on or around the date hereof.

In accordance with General Instruction B.2 for Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit
Number	Description
99.1	Updated Financial Tables Reflecting Revisions to Previously Reported Preliminary Financial Results for the Quarter Ending March 31, 2024
104	Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

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.

	ACCELERATE DIAGNOSTICS, INC.
	(Registrant)
Date: May 10, 2024
	/s/ David Patience
	David Patience
	Chief Financial Officer

Exhibit 99.1

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

Unaudited

(in thousands, except share data)

	March 31,			December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	14,606		$	12,138
Investments		1,145			1,081
Trade accounts receivable		2,217			2,622
Inventory		3,249			3,310
Prepaid expenses		1,068			380
Purchase obligation put option asset		—			3,419
Other current assets		1,848			1,516
Total current assets		24,133			24,466
Property and equipment, net		3,197			2,389
Finance lease assets, net		1,225			1,518
Operating lease right of use assets, net		957			1,177
Other non-current assets		1,210			1,816
Total assets	$	30,722		$	31,366
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	5,108		$	4,796
Accrued liabilities		3,351			3,243
Accrued interest		1,014			164
Deferred revenue and income, current		1,272			1,545
Current portion of convertible notes		726			726
Common warrant liability		3,035			—
Finance lease, current		685			583
Operating lease, current		940			977
Total current liabilities		16,131			12,034
Finance lease, non-current		81			262
Operating lease, non-current		328			570
Deferred income, non-current		1,110			1,122
Other non-current liabilities		1,197			1,164
Convertible notes, non-current		37,655			36,102
Total liabilities	$	56,502		$	51,254

Commitments and contingencies

Stockholders’ deficit:
Preferred shares, $0.001 par value;
5,000,000 preferred shares authorized and no shares issued or outstanding as of March 31, 2024 and December 31, 2023		—			—
Common stock, $0.001 par value;
450,000,000 common shares authorized with 21,811,706 shares issued and outstanding on March 31, 2024 and 14,569,500 shares issued and outstanding on December 31, 2023		21			14
Contributed capital		702,971			694,634
Treasury stock		(45,067	)		(45,067	)
Accumulated deficit		(683,087	)		(668,857	)
Accumulated other comprehensive loss		(618	)		(612	)
Total stockholders’ deficit		(25,780	)		(19,888	)
Total liabilities and stockholders’ deficit	$	30,722		$	31,366

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Unaudited

(in thousands, except per share data)

	Three Months Ended
	March 31,			March 31,
	2024			2023
Net sales	$	2,921		$	2,812

Cost of sales		2,198			1,801
Gross profit		723			1,011

Costs and expenses:
Research and development		5,173			6,968
Sales, general and administrative		5,706			10,105
Total costs and expenses		10,879			17,073

Loss from operations		(10,156	)		(16,062	)

Other income (expense):
Interest expense		(2,450	)		(418	)
Interest expense related party		—			(1,013	)
Loss on fair value instruments		(1,216	)		—
Foreign currency exchange gain		19			233
Interest income		200			420
Other (expense) income, net		(627	)		45
Total other expense, net		(4,074	)		(733	)

Net loss before income taxes		(14,230	)		(16,795	)
Provision for income taxes		—			—
Net loss	$	(14,230	)	$	(16,795	)

Basic and diluted net loss per share	$	(0.74	)	$	(1.71	)
Weighted average shares outstanding		19,216			9,830

Other comprehensive loss:
Net loss	$	(14,230	)	$	(16,795	)
Net unrealized loss on debt securities available-for-sale		—			24
Foreign currency translation adjustment		(6	)		(255	)
Comprehensive loss	$	(14,236	)	$	(17,026	)

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

Unaudited

(in thousands)

	Three Months Ended
	March 31,			March 31,
	2024			2023
Cash flows from operating activities:
Net loss		(14,230	)		(16,795	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		858			802
Provision for bad debts		19			—
Equity-based compensation		1,297			555
Amortization of debt discount and issuance costs		1,596			182
Amortization of debt discount related-party		—			572
Loss on disposal of property and equipment		71			11
Unrealized gain on equity investments		(53	)		(50	)
Units offering issuance cost		680			—
Loss on fair value adjustments		1,216			—
(Increase) decrease in assets:
Contributions to deferred compensation plan		(11	)		—
Accounts receivable		386			(11	)
Inventory		(85	)		(140	)
Prepaid expense and other		(448	)		(239	)
Increase (decrease) in liabilities:
Accounts payable		312			(977	)
Accrued liabilities and other		(658	)		1,945
Accrued interest		850			235
Accrued interest due to related-party		—			441
Deferred revenue and income		(285	)		(79	)
Deferred compensation		33			181
Net cash used in operating activities		(8,452	)		(13,367	)

Cash flows from investing activities:
Purchases of equipment		(513	)		(12	)
Maturities of marketable securities		—			8,221
Net cash (used in) provided by investing activities		(513	)		8,209

Cash flows from financing activities:
Proceeds from issuance of Units to related party		2,050			—
Proceeds from issuance of Units		10,232			—
Units offering issuance cost		(764	)		—
Payments on finance leases		(79	)		(77	)
Net cash provided by financing activities		11,439			(77	)

Effect of exchange rate on cash		(6	)		(262	)

(Decrease) increase in cash and cash equivalents		2,468			(5,497	)
Cash and cash equivalents, beginning of period		12,138			34,905
Cash and cash equivalents, end of period	$	14,606		$	29,408

ACCELERATE DIAGNOSTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS (CONTINUED)

Unaudited

(in thousands)

	Three Months Ended
	March 31,		March 31,
	2024		2023
Non-cash investing activities:
Net transfer of instruments from inventory to property and equipment	$	127	$	71
Non-cash financing activities:
Net transfer of instruments from inventory to property and equipment	$	43	$	0
Accrued units offering issuance cost	$	473	$	0
Supplemental cash flow information:
Interest paid	$	10	$	0

See accompanying notes to condensed consolidated financial statements.

Cover	May 08, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	On May 8, 2024, Accelerate Diagnostics, Inc. (the "Company") issued a press release announcing its preliminary financial results for the quarter ending March 31, 2024, which was included as Exhibit 99.1 to a Current Report on Form 8-K (the "Original Report") furnished with the U.S. Securities and Exchange Commission (the "SEC") on such date. This Current Report on Form 8-K/A (this "Report") is being filed to disclose certain updates to the Company's financial results for the quarter ending March 31, 2024 included in the Original Report as described in Item 2.02 to this Report below.
Document Period End Date	May 08, 2024
Entity File Number	001-31822
Entity Registrant Name	Accelerate Diagnostics, Inc.
Entity Central Index Key	0000727207
Entity Tax Identification Number	84-1072256
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3950 South Country Club Road
Entity Address, Address Line Two	Suite 470
Entity Address, City or Town	Tucson
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85714
City Area Code	520
Local Phone Number	365-3100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	AXDX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false