Filed pursuant to Rule 424(b)(5)
Registration No. 333-216977
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 6, 2017)
12,100,000 Shares
Common Stock
We are
offering 12,100,000 shares of our common stock. Our common stock is listed on the Nasdaq Capital Market under the symbol “HTGM.” On January 18, 2018, the closing price of our common stock on the Nasdaq Capital Market was $3.40 per
share.
We are an “emerging growth company” under applicable Securities and Exchange Commission rules and are subject to certain
reduced public company reporting requirements.
Investing in our common stock involves risks. See “
Risk Factors
” beginning on page
S-4
of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Share
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Total
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Public offering price
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$
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2.90
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$
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35,090,000
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Underwriting discounts and
commissions
(1)
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$
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0.174
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$
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2,105,400
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Proceeds, before expenses, to us
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$
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2.726
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$
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32,984,600
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(1)
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See “Underwriting” beginning on page
S-9
of this prospectus supplement for additional disclosure regarding underwriting compensation.
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We have granted the underwriters an option to purchase up to an additional 1,815,000 shares of our common stock at the public offering
price, less the underwriting discounts and commissions, for a period of 30 days following the date of this prospectus supplement. If the underwriters exercise in full their option, the total underwriting discounts and commissions payable by us will
be $2,421,210, and the total proceeds to us, before expenses, will be $37,932,290.
The underwriters expect to deliver the shares to
investors on or about January 23, 2018.
Joint Book-Running Managers
Co-Managers
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H.C. Wainwright & Co.
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LifeSci Capital
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January 18, 2018
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
S-i
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus relate to an offering of our common stock. Before buying any of the common stock
that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated by reference as described under the headings “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference” in this prospectus supplement. These documents contain important information that you should consider when making your investment decision.
Unless otherwise specified or required by context, references in this prospectus supplement to “HTG Molecular Diagnostics,”
“HTG,” “we,” “us” and “our” refer to HTG Molecular Diagnostics, Inc.
This document is in two
parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to, updates and changes information contained in the accompanying prospectus and the documents incorporated by reference.
The second part is the accompanying prospectus, which gives more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent the information contained in this prospectus
supplement differs from or conflicts with the information contained in the accompanying prospectus or any document incorporated by reference having an earlier date, the information in this prospectus supplement will control. If any statement in one
of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference into this prospectus supplement and the accompanying prospectus—the statement in the document
having the later date modifies or supersedes the earlier statement.
We have not, and the underwriters have not, authorized anyone to
provide you with information different from that which is contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus that we may authorize for use in connection with this
offering. No one is making offers to sell or seeking offers to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus supplement is accurate as of the
date on the front cover of this prospectus supplement only and that any information we have incorporated by reference or included in the accompanying prospectus is accurate only as of the date given in the document incorporated by reference or as of
the date of the prospectus, as applicable, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus, any related free writing prospectus, or any sale of our common stock. Our business, financial condition,
results of operations and prospects may have changed since those dates.
We further note that the representations, warranties and
covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate
only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus supplement, the accompanying prospectus and the information incorporated herein and therein by reference may include
trademarks, service marks and trade names owned by us, including VERI/O, HTG Edge and HTG EdgeSeq, or by other companies. Solely for convenience, trademarks and trade names, including logos, artwork and other visual displays, may appear without
the
®
or
™
symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under
applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement or the accompanying
prospectus are the property of their respective owners.
S-ii
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information about us and this offering and selected information contained elsewhere in or incorporated by
reference into this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our common stock. For a more complete
understanding of our company and this offering, we encourage you to read and consider carefully the more detailed information in this prospectus supplement and the accompanying prospectus, including the information incorporated by reference into
this prospectus supplement and the accompanying prospectus, and the information included in any free writing prospectus that we authorize for use in connection with this offering, including the information contained in and incorporated by reference
under the heading “Risk Factors” beginning on page
S-4
of this prospectus supplement, and under similar headings in the other documents that are filed after the date hereof and incorporated by
reference into this prospectus supplement and the accompanying prospectus.
Overview
We are a commercial stage company that develops and markets products and services based on proprietary technology that facilitates the routine
use of targeted molecular profiling. Molecular profiling is the collection of information about multiple molecular targets, such as DNA and RNA, also called biomarkers, in a biological sample. Molecular profiling information has many important
applications, from basic research to molecular diagnostics in personalized medicine. Our technology can be used throughout that range of applications, which is just one of its many benefits. Our focus is on clinical applications. Our primary
customer segments include biopharmaceutical companies, academic research centers and molecular testing laboratories.
Certain Preliminary Financial
Results
Although our financial results as of and for the fourth quarter and full year ended December 31, 2017 are not yet
finalized, based on currently available information, we expect our fourth quarter 2017 revenue to be between $7.6 and $7.9 million, our full year 2017 revenue to be between $14.5 and $14.8 million and our cash and cash equivalents as of
December 31, 2017 to be approximately $10.0 million. Fourth quarter and full year 2017 revenues were driven by collaboration revenue. We expect that operating expenses for the fourth quarter of 2017 were slightly higher than operating
expenses in the third quarter of 2017 on an absolute dollar basis. We expect that gross margin and net loss for the fourth quarter of 2017 were improved over the third quarter of 2017, primarily as a result of collaboration profit-sharing revenue
expected to be recognized in the fourth quarter.
The preliminary results set forth above are based on management’s initial review of
our operations for the quarter and year ended December 31, 2017 and are subject to revision based upon our
year-end
closing procedures and the completion and external audit of the our
year-end
financial statements. Our independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to these preliminary financial results. Actual results
may differ materially from these preliminary results as a result of the completion of
year-end
closing procedures, final adjustments, final profit-sharing reconciliation with QIAGEN Manchester Limited, or
QIAGEN, under our Master Assay Development, Commercialization and Manufacturing Agreement with QIAGEN dated November 16, 2016, or the Master Agreement, and other developments arising between now and the time that our financial results are
finalized, and such changes could be material. In addition, these preliminary results are not a comprehensive statement of our financial results for the fourth quarter or full year ended December 31, 2017, should not be viewed as a substitute
for full, audited financial statements prepared in accordance with generally accepted accounting principles, and are not necessarily indicative of our results for any future period.
S-1
Recent Developments
On January 12, 2018, we and QIAGEN entered into a third statement of work, or SOW Three, under the Master Agreement. SOW Three
relates to development activities for a next generation
sequencing-based
clinical-trial
assay, or SOW3 Project, in connection with a sponsor project agreement, or
Project Agreement, between QIAGEN and a pharmaceutical company, or PHARMA Three.
The SOW3 Project is one of three development programs,
each for a different pharmaceutical company, announced to date under the Master Agreement. If successfully completed, the SOW3 Project is expected to lead to subsequent assay development activities and the potential commercialization of a companion
diagnostic assay for a corresponding PHARMA Three drug.
QIAGEN has agreed to pay us low, single-digit millions of dollars in
development fees for the SOW3 Project, which is expected to be completed in the second quarter of 2018. In addition, we and QIAGEN will share any net profits (as determined under the Master Agreement) generated by the SOW3 Project on an
approximately quarterly basis over the term of SOW Three. There can be no assurance that we will complete the SOW3 Project on the expected timeline, if at all, or that the project will result in any net profits, if completed.
Corporate Information
We were originally
incorporated in Arizona in October 1997 as “High Throughput Genomics, Inc.” In December 2000, we reincorporated in Delaware as “HTG, Inc.” and in March 2011 we changed our name to “HTG Molecular Diagnostics, Inc.” Our
principal executive offices are located at 3430 E. Global Loop, Tucson, AZ 85706, and our telephone number is (877)
289-2615.
Our corporate website address is www.htgmolecular.com. Information contained on or
accessible through our website is not a part of this prospectus supplement, the accompanying prospectus or any of the documents incorporated by reference herein, and the inclusion of our website address in this prospectus supplement is an inactive
textual reference only.
Implications of Being an Emerging Growth Company and a Smaller Reporting Company
We are an “emerging growth company” under applicable Securities and Exchange Commission, or SEC, rules and therefore we may take
advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earliest of (1) December 31, 2020,
(2) the last day of the fiscal year (a) in which we have total annual gross revenue of approximately $1.07 billion, or (b) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that
is held by
non-affiliates
exceeded $700.0 million as of the prior June 30th, and (3) the date on which we have issued more than $1.0 billion in
non-convertible
debt during the prior three-year period.
We are also a “smaller reporting
company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies.
S-2
The Offering
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Common stock to be offered by us
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12,100,000 shares
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Option to purchase additional shares from us
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We have granted the underwriters an option for 30 days from the date of this prospectus supplement to purchase up to 1,815,000 additional shares of our common stock.
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Common stock to be outstanding after this offering
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26,029,763 shares (or 27,844,763 shares if the underwriters exercise in full their option to purchase additional shares).
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Use of proceeds
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We intend to use the net proceeds from this 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. See
“Use of Proceeds” on page
S-7
of this prospectus supplement.
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Risk factors
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See the section entitled “Risk Factors” beginning on page
S-4
of this prospectus supplement for a discussion of factors to consider carefully before deciding to invest in shares of our common
stock.
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Nasdaq Capital Market symbol
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“HTGM”
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The number of shares of common stock outstanding immediately following this offering set forth above
is based on 13,929,763 shares of common stock outstanding as of December 31, 2017 and excludes, as of that date:
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•
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1,517,771 shares of common stock issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $2.97 per share;
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•
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26,666 shares of common stock issuable pursuant to restricted stock units;
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•
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8,169 shares of common stock reserved for future issuance under our 2014 Equity Incentive Plan, or the 2014 Plan, and 557,190 shares added to the 2014 Plan on January 1, 2018 pursuant to an “evergreen”
provision;
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98,744 shares of our common stock reserved for future issuance under our 2014 Employee Stock Purchase Plan, or the 2014 ESPP, and 139,297 shares added to the 2014 ESPP on January 1, 2018 pursuant to an
“evergreen” provision;
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184,675 shares of common stock reserved for future issuance under our Amended and Restated Stock Purchase Plan;
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219,723 shares of common stock issuable upon the exercise of outstanding warrants at a weighted-average exercise price of $12.89 per share; and
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•
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261,352 shares of common stock issued pursuant to our Controlled Equity Offering
SM
Sales Agreement with Cantor Fitzgerald & Co. after December 31, 2017.
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Unless otherwise indicated, all information in this prospectus supplement assumes no exercise of the underwriters’
option to purchase additional shares.
S-3
RISK FACTORS
Investing in our common stock involves a high degree of risk. Our business, prospects, financial condition or operating results could be
materially adversely affected by the risks identified below, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our common stock could decline due to any of these risks, and you may lose
all or part of your investment. In assessing the risks described below, you should also refer to the information contained in our Quarterly Report on Form
10-Q
for the quarter ended September 30, 2017 and
other documents which are incorporated by reference in this prospectus supplement and the accompanying prospectus in their entirety, and other documents that we file from time to time with the SEC.
Risks Related to This Offering
We have broad
discretion in how we use the net proceeds from this offering, and we may not use these proceeds effectively or in ways with which you agree.
We have not designated any portion of the net proceeds from this offering to be used for any particular purpose. Our management will have broad
discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to
allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase the market price of our common stock.
You may experience immediate and substantial dilution in the book value per share of the common stock you purchase in this offering.
Since the price per share of our common stock being offered in this offering is substantially higher than the net tangible book value per share
of our common stock, you will suffer substantial dilution with respect to the net tangible book value of the common stock you purchase in this offering. Based on the public offering price of $2.90 per share and our net tangible book deficit as of
September 30, 2017, if you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of $1.75 per share with respect to the net tangible book value of the common stock. The exercise of outstanding
stock options and warrants and the settlement of restricted stock units may result in further dilution of your investment. See the section entitled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase
common stock in this offering.
You may experience future dilution as a result of future equity offerings.
In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or
exchangeable for our common stock at prices that may be lower than the price per share in this offering, including through our
“at-the-market”
equity offering
program. In April 2017, we entered into a Controlled Equity Offering
SM
Sales Agreement with Cantor Fitzgerald & Co., pursuant to which we may sell and issue shares of our common stock
from time to time in transactions that are deemed to be
“at-the-market
offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the
Securities Act. As of December 31, 2017, we had sold 5,471,962 shares of our common stock at an average price of $3.75 per share under the Controlled Equity Offering
SM
Sales Agreement, for
aggregate gross proceeds of $20.5 million before deducting commissions and other issuance costs. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this
offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable
into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.
S-4
We do not intend to pay dividends in the foreseeable future.
We have never declared or paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings for the
development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, our ability to pay cash dividends is currently prohibited by the terms of our debt facility,
and any future debt financing arrangement may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Any return to stockholders will therefore be limited to the appreciation of their stock.
The recently passed comprehensive tax reform bill could adversely affect our business and financial condition.
On December 22, 2017, President Trump signed into law new legislation that significantly revises the Internal Revenue Code of 1986, as
amended. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the
tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, one
time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of
deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain and our
business and financial condition could be adversely affected. In addition, the new federal tax law did not extend the moratorium on the medical device excise tax, the reinstatement of which could negatively impact our operating results as we
begin full commercialization of our platforms in the United States. It is also unknown if and to what extent various states will conform to the newly enacted federal tax law. The impact of this tax reform on holders of our common stock is
likewise uncertain and could be adverse. We urge you to consult with your legal and tax advisors with respect to this legislation and the potential tax consequences of investing in our common stock.
S-5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents we have filed with the SEC that are incorporated by reference herein
and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve a number of risks and uncertainties. Although our forward-looking statements reflect
the good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, these forward-looking statements are inherently subject to risks and uncertainties, and actual results and
outcomes may differ materially from results and outcomes discussed in the forward-looking statements.
Forward-looking statements can
often be identified by the use of forward-looking words such as “believe,” “expect,” “hope,” “may,” “will,” “plan,” “intend,” “estimate,” “could,”
“should,” “would,” “continue,” “seek,” or “anticipate,” or other similar words (including their use in the negative), though not all forward-looking statements necessarily contain these identifying
words, or by discussions of future matters, such as, without limitation: the financial results we expect to report for the fourth quarter and year ended December 31, 2017; the anticipated benefits or outcomes of development programs under the
Master Agreement; activities expected to occur in connection with, and future performance by the respective parties under, development programs under the Master Agreement or related project agreements between QIAGEN and third party pharmaceutical
companies; the potential development and commercialization of next generation sequencing-based
clinical-trial
or companion diagnostic assays; our ability to successfully commercialize our products and
services; the development of new products; technology enhancements; possible collaborations, possible changes in legislation and other statements that are not historical.
These statements include but are not limited to statements under the captions “Prospectus Supplement Summary,” “Business,”
“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections incorporated by reference from our Annual Report on Form
10-K
and Quarterly Reports on Form
10-Q,
as applicable, as well as our other filings with the SEC. You should be aware that the occurrence of any of the events discussed
under the heading “Risk Factors” in this prospectus supplement and any documents incorporated by reference herein or therein could substantially harm our business, operating results and financial condition and that if any of these events
occurs, it could adversely affect the value of an investment in our common stock.
The cautionary statements made in this prospectus
supplement and the accompanying prospectus are intended to be applicable to all related forward-looking statements wherever they may appear in this prospectus supplement or in the accompanying prospectus or any documents incorporated by reference
herein or therein. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by law, we assume no obligation to update our forward-looking statements, even if new
information becomes available in the future.
S-6
USE OF PROCEEDS
We estimate the net proceeds to us from this offering will be approximately $32.8 million (or $37.7 million if the underwriters
exercise in full their option to purchase additional shares), after payment of the underwriting discounts and commissions and estimated offering expenses payable by us.
We intend to use the net proceeds from this 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. We may also use a portion of the net proceeds from this offering to acquire or invest in businesses, products and technologies that are
complementary to our own, although we have no current plans, commitments or agreements with respect to any such acquisitions or investments as of the date of this prospectus supplement.
We cannot currently allocate specific percentages of the net proceeds to us from this offering that we may use for the purposes specified
above and our management will have broad discretion in the allocation of the net proceeds. Pending their use, we currently expect to invest the net proceeds from this offering in U.S. Treasuries, U.S. government sponsored agency obligations and/or
high credit quality corporate debt securities.
S-7
DILUTION
Our net tangible book deficit as of September 30, 2017 was approximately $(4.5) million, or $(0.36) per share. Net tangible book value
(deficit) per share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of September 30, 2017.
After giving effect to the sale of 12,100,000 shares of our common stock in this offering at the public offering price of $2.90 per share and
after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2017 would have been approximately $28.2 million, or $1.15 per share.
This represents an immediate increase in net tangible book value of $1.51 per share to existing stockholders and immediate dilution in net tangible book value of $1.75 per share to investors purchasing our common stock in this offering at the
public offering price.
The following table illustrates this dilution on a per share basis:
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Public offering price per share
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$
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2.90
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Net tangible book deficit per share as of September 30, 2017
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$
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(0.36
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)
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Increase in net tangible book value per share attributable to this offering
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1.51
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As adjusted net tangible book value per share as of September 30, 2017, after giving effect
to this offering
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1.15
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Dilution per share to new investors purchasing shares in this offering
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$
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1.75
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If the underwriters exercise in full their option to purchase up to 1,815,000 additional shares of common
stock at the public offering price of $2.90 per share, the as adjusted net tangible book value after this offering would be $1.26 per share, representing an increase in net tangible book value of $1.62 per share to existing stockholders
and immediate dilution in net tangible book value of $1.64 per share to investors purchasing our common stock in this offering at the public offering price.
The above discussion and table are based on 12,507,215 shares outstanding as of September 30, 2017, and exclude as of that date:
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•
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1,532,979 shares of common stock issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $2.98 per share;
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•
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34,999 shares of common stock issuable pursuant to restricted stock units;
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138,713 shares of common stock reserved for future issuance under the 2014 ESPP;
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•
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219,816 shares of common stock reserved for future issuance under our Amended and Restated Stock Purchase Plan;
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219,723 shares of common stock issuable upon the exercise of outstanding warrants at a weighted-average exercise price of $12.89 per share; and
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•
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1,600,457 shares of common stock issued pursuant to our Controlled Equity Offering
SM
Sales Agreement with Cantor Fitzgerald & Co. after September 30, 2017.
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To the extent that outstanding options or warrants are exercised or outstanding restricted stock units are settled, you may
experience further dilution. We may choose to raise additional capital due to market conditions or strategic considerations even if at that time we believe we have sufficient funds for our current or future operating plans. To the extent that
additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
S-8
UNDERWRITING
Leerink Partners LLC and Cantor Fitzgerald & Co. are acting as representatives of each of the underwriters named below and as joint
book-running managers for this offering. Subject to the terms and conditions set forth in the underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and
not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.
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Underwriter
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Number of Shares
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Leerink Partners LLC
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6,594,500
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Cantor Fitzgerald & Co.
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4,174,500
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H.C. Wainwright & Co., LLC
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605,000
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LifeSci Capital LLC
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726,000
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Total
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12,100,000
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Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed,
severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of the shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the
non-defaulting
underwriters may be increased or the underwriting agreement may be terminated.
We have
agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.
The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal
matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the
right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Commissions and Discounts
The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set
forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $0.1044 per share. After the initial offering of the shares, the public offering price, concession or any other term of the offering may be
changed by the representatives.
The following table shows the public offering price, underwriting discounts and commissions and proceeds
before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares of our common stock.
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Total
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Per
Share
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Without
Option
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With Option
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Public offering price
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$
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2.90
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$
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35,090,000
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$
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40,353,500
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Underwriting discounts and commissions
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$
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0.174
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$
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2,105,400
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$
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2,421,210
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Proceeds, before expenses, to us
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$
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2.726
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$
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32,984,600
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$
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37,932,290
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We estimate expenses payable by us in connection with this offering, other than the underwriting discounts and
commissions referred to above, will be approximately $225,000. We also have agreed to reimburse the underwriters for up to $20,000 for their FINRA counsel fee. In accordance with FINRA Rule 5110, this reimbursed fee is deemed underwriting
compensation for this offering.
S-9
Option to Purchase Additional Shares
We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus supplement, to purchase up to
1,815,000 additional shares at the public offering price, less the underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be obligated, subject to conditions contained in the underwriting agreement,
to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.
No Sales of Similar
Securities
We, and our executive officers and directors, have agreed not to sell or transfer any common stock or securities
convertible into or exchangeable or exercisable for common stock, for 90 days after the date of this prospectus supplement without first obtaining the written consent of Leerink Partners LLC on behalf of the underwriters. Specifically, we and these
other persons have agreed, with certain limited exceptions, not to directly or indirectly:
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•
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offer, pledge, sell or contract to sell any common stock;
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•
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sell any option or contract to purchase any common stock;
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•
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purchase any option or contract to sell any common stock;
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•
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grant any option, right or warrant for the sale of any common stock;
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•
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otherwise dispose of or transfer any common stock;
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•
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request or demand that we file a registration statement related to the common stock; or
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•
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enter into any swap or other agreement or any transaction that transfers, in whole or in part, the economic consequence of ownership of any common stock, whether any such swap, agreement or transaction is to be settled
by delivery of shares or other securities, in cash or otherwise.
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This
lock-up
provision applies to common stock and to securities convertible into or exchangeable or exercisable for common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing
the agreement later acquires the power of disposition.
Nasdaq Listing
Our common stock is listed on the Nasdaq Capital Market under the symbol “HTGM.”
Price Stabilization, Short Positions and Penalty Bids
Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing
our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.
In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include
short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering.
“Covered” short sales are sales made in an amount not greater than the underwriters’ option described above. The underwriters may close out any covered short position by either exercising their option or purchasing shares in the open
market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may
purchase shares through the option granted to them. “Naked” short sales are sales in excess of such option. The underwriters must close
S-10
out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on
the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters
in the open market prior to the closing of the offering.
The underwriters may also impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.
Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or
maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The
underwriters may conduct these transactions on the Nasdaq Capital Market, in the
over-the-counter
market or otherwise.
Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice.
The underwriters may also engage in passive market making transactions in our common
stock on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering and extending through the completion of distribution. A passive
market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase
limits are exceeded.
Electronic Distribution
In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as
e-mail.
Other Relationships
The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, investor relations, principal investment, hedging, financing and brokerage activities. Some of the underwriters and certain of
their affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions and expenses. In April
2017, we entered into a Controlled Equity Offering
SM
Sales Agreement with Cantor Fitzgerald & Co., an underwriter in this offering, under which we may sell our common stock through Cantor
Fitzgerald & Co., acting as our sales agent. Pursuant to the Controlled Equity Offering
SM
Sales Agreement, Cantor Fitzgerald & Co. will be entitled to customary fees and
commissions for those transactions. In connection with this offering, we have amended the prospectus supplement relating to the Controlled Equity Offering
SM
Sales Agreement to reduce the amount
that may be sold pursuant to the agreement to $23.0 million, inclusive of the 5,733,314 shares of common stock sold pursuant to the agreement prior to the date of the amendment for gross proceeds of $21.1 million.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers.
S-11
Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Selling Restrictions
Notice to Prospective
Investors in the European Economic Area
In relation to each Member State of the European Economic Area (each, a “Relevant
Member State”), no offer of shares may be made to the public in that Relevant Member State other than:
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A.
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to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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B.
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to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or
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C.
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in any other circumstances falling within Article 3(2) of the Prospectus Directive,
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provided
that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
Each person in a Relevant Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented,
acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial
intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a
non-discretionary
basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer
or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.
We, the representatives and each of our and the representatives’ and their affiliates will rely upon the truth and accuracy of the
foregoing representations, acknowledgements and agreements.
This prospectus has been prepared on the basis that any offer of shares in
any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly, any person making or intending to make an offer in that Relevant Member
State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the company or any of the underwriters to publish a prospectus pursuant to Article 3 of the
Prospectus Directive in relation to such offer. Neither the company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the company or the underwriters to
publish a prospectus for such offer.
For the purpose of the above provisions, the expression “an offer to the public” in
relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe
the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010
PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
S-12
Notice to Prospective Investors in Canada
The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in
National Instrument
45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a
purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed
by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or
consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument
33-105
Underwriting
Conflicts (NI
33-105),
the underwriters are not required to comply with the disclosure requirements of NI
33-105
regarding underwriter conflicts of interest in
connection with this offering.
S-13
LEGAL MATTERS
Cooley LLP, San Diego, California, will pass upon the validity of the issuance of the shares being sold in this offering. Certain legal
matters relating to this offering will be passed upon for the underwriters by Goodwin Procter LLP, New York, New York.
EXPERTS
The financial statements as of December 31, 2016 and 2015 and for the years then ended incorporated by reference in
this prospectus supplement, have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding our ability to
continue as a going concern), incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form
S-3
under the Securities Act with respect
to the shares of common stock we are offering under this prospectus supplement. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the
registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration
statement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other material we file with the SEC, at the SEC’s Public Reference
Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for more information on the Public
Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including HTG. The SEC’s Internet site can be found at
www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important
information to you by referring you to those documents. Information incorporated by reference is part of this prospectus supplement and the accompanying prospectus. Later information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus supplement until the termination of the offering of the shares covered by this prospectus supplement (other than portions of Current Reports furnished under Item 2.02 or Item 7.01 of Form
8-K
and exhibits filed on such form that are related to such items):
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•
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our Annual Report on Form
10-K
for the year ended December 31, 2016, filed with the SEC on March 23, 2017;
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•
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our Quarterly Reports on Form
10-Q
for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, filed with the SEC on May 15, 2017,
August 8, 2017 and November 7, 2017;
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•
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our Current Reports on Form
8-K
(other than information furnished rather
than filed), filed with the SEC on February 21, 2017, March 7, 2017, April 13, 2017, April 17, 2017, April 24, 2017, May 4, 2017, June 1, 2017, June 2, 2017, June 14, 2017, July 27, 2017,
August 4, 2017, August 21, 2017,
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S-14
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September 11, 2017, September 18, 2017, September 20, 2017, October 27, 2017, November 1, 2017, December 20, 2017, December 26, 2017, December 27, 2017,
January 4, 2018 and January 16, 2018; and
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•
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the description of our common stock, which is registered under Section 12 of the Exchange Act, in our registration statement on Form
8-A,
filed with the SEC on April 30,
2015, including any amendments or reports filed for the purpose of updating such description.
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You may request a copy of
these filings, at no cost, by writing or telephoning us at the following address or telephone number:
HTG Molecular Diagnostics, Inc.
Attn: Corporate Secretary
3430 E.
Global Loop
Tucson, Arizona 85706
Telephone number: (877)
289-2615
In accordance with Rule 412 of the Securities Act, any statement contained in a document incorporated by reference herein shall be deemed
modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
S-15
PROSPECTUS
$75,000,000
Common Stock
From time to
time, we may offer and sell shares of our common stock with total gross proceeds of up to $75,000,000.
This prospectus provides a general
description of the terms that may apply to an offering of our common stock. Each time we offer shares of our common stock, we will provide a supplement to this prospectus that contains specific information about the offering. We may also authorize
one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should
carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in our common stock.
This prospectus may not be used to consummate a sale of our common stock unless accompanied by a prospectus supplement.
Our common stock is traded on The NASDAQ Global Market under the symbol “HTGM.” On March 27, 2017, the last reported sale price
of our common stock was $9.55 per share.
As of March 24, 2017, the aggregate market value of our outstanding common stock held by
non-affiliates was approximately $74.7 million based on 7,737,147 shares of common stock held by non-affiliates and the last reported sale price of our common stock on such date. Pursuant to General Instruction I.B.6 of Form S-3, in no event
will we sell shares pursuant to this prospectus with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by
non-affiliates is less than $75,000,000. During the 12 calendar months prior to, and including, the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3.
We may sell shares of our common stock directly to investors, through agents designated from time to time or to or through underwriters or
dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale
of any shares of our common stock with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus
supplement. The price to the public of such shares and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Investing
in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “
Risk Factors
” contained in the applicable prospectus supplement and any
related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus.
NEITHER THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is April 6, 2017.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC,
utilizing a “shelf” registration process. Under this shelf registration process, we may sell shares of our common stock in one or more offerings up to a total aggregate offering price of $75,000,000. This prospectus provides you with a
general description of our common stock.
Each time we sell shares of our common stock under this prospectus, we will provide a prospectus
supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this
prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain
Information by Reference,” before investing in our common stock.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF OUR
COMMON STOCK UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Neither we, nor any agent, underwriter or dealer has authorized any
person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to
which we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any shares of our common stock other than the
registered shares to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy shares of our common stock in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume that the
information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or shares of our common
stock are sold, on a later date.
This prospectus contains summaries of certain provisions contained in some of the documents described
herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will
be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”
1
SUMMARY
This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in
making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our common stock discussed under the heading
“Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully
read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
Unless the context requires otherwise, references in this prospectus to “we,” “us” and “our” refer to
HTG Molecular Diagnostics, Inc.
Company Overview
We are a commercial stage company that develops and markets products and services based on proprietary technology that facilitates the routine
use of targeted molecular profiling. Molecular profiling is the collection of information about multiple molecular targets, such as DNA and RNA, also called biomarkers, in a biological sample. Molecular profiling information has many important
applications, from basic research to molecular diagnostics in personalized medicine. Our technology can be used throughout that range of applications, which is just one of its many benefits. Our focus is on clinical applications. Our primary
customer segments include biopharmaceutical companies, academic research centers and molecular testing laboratories.
Corporate
Information
We were originally incorporated in Arizona in October 1997 as “High Throughput Genomics, Inc.” In December
2000, we reincorporated in Delaware as “HTG, Inc.” and in March 2011 we changed our name to “HTG Molecular Diagnostics, Inc.” Our principal executive offices are located at 3430 E. Global Loop, Tucson, AZ 85706, and our
telephone number is (877) 289-2615. Our corporate website address is www.htgmolecular.com. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus
is an inactive textual reference only.
This prospectus contains references to our trademarks, including VERI/O, HTG Edge and HTG EdgeSeq,
and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the
®
or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable
licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Implications of Being an Emerging Growth Company and a Smaller Reporting Company
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and therefore
we may take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
2
reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these
exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earliest of (1) December 31, 2020, (2) the last day of the fiscal year (a) in which we have total
annual gross revenue of at least $1.0 billion, or (b) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeded $700.0 million as of the prior
June 30th, and (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” have the meaning associated with that term in
the JOBS Act.
We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, or the Exchange Act,
and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies.
3
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully review the risks and uncertainties described under the
heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as
updated by our quarterly, annual and other reports and documents that are incorporated by reference into this prospectus, before deciding whether to purchase any common stock being registered pursuant to the registration statement of which this
prospectus is a part. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock, and the occurrence of any of these risks might
cause you to lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.
4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement
contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act that involve a number of risks and uncertainties. Although our
forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, these forward-looking statements are inherently subject to risks and
uncertainties, and actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.
Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,”
“hope,” “may,” “will,” “plan,” “intend,” “estimate,” “could,” “should,” “would,” “continue,” “seek,” “pro forma,” or
“anticipate,” or other similar words (including their use in the negative), or by discussions of future matters such as our ability to successfully commercialize our products and services, the development of new products, technology
enhancements, possible collaborations, possible changes in legislation and other statements that are not historical. These statements include but are not limited to statements under the captions “Business,” “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections incorporated by reference from our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as applicable,
as well as our other filings with the SEC. You should be aware that the occurrence of any of the events discussed under the heading “Risk Factors” in any applicable prospectus supplement and any documents incorporated by reference herein
or therein could substantially harm our business, operating results and financial condition and that if any of these events occurs, it could adversely affect the value of an investment in our common stock.
The cautionary statements made in this prospectus are intended to be applicable to all related forward-looking statements wherever they may
appear in this prospectus or in any prospectus supplement or any documents incorporated by reference herein or therein. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made.
Except as required by law, we assume no obligation to update our forward-looking statements, even if new information becomes available in the future.
5
USE OF PROCEEDS
We will retain broad discretion over the use of the net proceeds from the sale of our common stock offered hereby. Except as described in any
prospectus supplement or any related free writing prospectus that we may authorize to be provided to you, we currently intend to use the net proceeds from the sale of our common stock offered hereby for working capital and general corporate
purposes, which may include capital expenditures, debt repayment, and research and development, sales and marketing and general and administrative expenses. We may also use a portion of the net proceeds to acquire or invest in businesses, products
and technologies that are complementary to our own, although we have no current plans, commitments or agreements with respect to any such acquisitions or investments as of the date of this prospectus. We will set forth in the applicable prospectus
supplement or free writing prospectus our intended use for the net proceeds received from the sale of any common stock sold pursuant to the prospectus supplement or free writing prospectus. Pending their use, we currently expect to invest the net
proceeds from any offering under this prospectus in U.S. Treasuries, U.S. government sponsored agency obligation and/or high credit quality corporate debt securities which have an average credit rating of AA.
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DESCRIPTION OF CAPITAL STOCK
Our amended and restated certificate of incorporation authorizes us to issue up to 200,000,000 shares of common stock, par value $0.001 per
share, and 10,000,000 shares of preferred stock, par value $0.001 per share. All of our authorized preferred stock is undesignated. The following is a summary of the rights of our common stock and preferred stock and some of the provisions of our
amended and restated certificate of incorporation and amended and restated bylaws and of the Delaware General Corporation Law. This summary is not complete. For more detailed information, please see our amended and restated certificate of
incorporation and amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part, as well as the relevant provisions of the Delaware General Corporation Law.
Common Stock
Voting
Our common stock is entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the
election of directors, and does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election.
Dividends
Subject
to preferences that may be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation
In
the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities,
subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Rights and Preferences
Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions
applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may
designate and issue in the future.
Preferred Stock
Our board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in
one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or
restrictions thereon and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.
Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying,
deferring or preventing a change in our control that may
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otherwise benefit holders of our common stock and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock.
Registration Rights
Certain holders of
our common stock, or their transferees, are entitled to the registration rights set forth below with respect to registration of the resale of such shares under the Securities Act pursuant to the Amended and Restated Investor Rights Agreement by and
among us and certain of our stockholders, dated May 11, 2015, or the Investor Rights Agreement.
Demand Registration Rights
The holders of at least 50% of the registrable securities, as defined in the Investor Rights Agreement, have the right to make up
to two demands that we file a registration statement under the Securities Act covering such holders’ registrable securities then outstanding (provided that the anticipated aggregate offering price of securities requested to be sold under such
registration statement is at least $7.5 million), subject to specified exceptions, conditions and limitations.
Form S-3
Registration Rights
If we are eligible to file a registration statement on Form S-3, the holders of at least 50% or more of the
outstanding registrable securities have the right to demand that we file a registration statement on Form S-3 so long as the aggregate amount of securities to be sold under the registration statement on Form S-3 is at least $5.0 million,
subject to specified exceptions, conditions and limitations.
“Piggyback” Registration Rights
If we propose to register any securities for public sale, holders of registration rights will have the right to include their shares in the
registration statement. The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement, subject to specified conditions and limitations. The
holders of certain of our common stock warrants are also entitled to piggyback registration rights.
Expenses of Registration
Generally, we are required to bear all registration expenses (which do not include underwriting discounts and commissions)
incurred in connection with the demand, piggyback and Form S-3 registrations described above.
Expiration of Registration Rights
The demand, piggyback and Form S-3 registration rights discussed above will terminate in May 2017 or, as to a given holder of
registrable securities, when such holder is able to sell all of its registrable securities in a single 90-day period under Rule 144 of the Securities Act.
Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our Bylaws and Delaware Law
Delaware Anti-Takeover Law
We are subject to Section 203 of the Delaware General Corporation Law, or Section 203. Section 203 generally prohibits a public
Delaware corporation from engaging in a “business combination” with an “interested
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stockholder” for a period of three years following the time that such stockholder became an interested stockholder, unless:
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prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and
(ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at
least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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Section 203 defines a
business combination to include:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested
stockholder; and
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
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In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may delay or discourage transactions
involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in
their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:
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permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate (including the right to approve an acquisition or other change of
control);
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provide that the authorized number of directors may be changed only by resolution of the board of directors;
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provide that directors may only be removed, subject to any limitation imposed by law, by the holders of at least 66 2/3% of the voting power of all of our then-outstanding shares of the capital stock entitled to vote
generally at an election of directors;
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provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
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divide our board of directors into three classes;
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require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;
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provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing in a timely
manner and also specify requirements as to the form and content of a stockholder’s notice;
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do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election,
if they should so choose);
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provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of
a fiduciary duty owed by any of our directors or officers to us or our stockholders, (3) any action asserting a claim against the us arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation
or bylaws, or (4) any action asserting a claim against us governed by the internal affairs doctrine; and
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provide that special meetings of our stockholders may be called only by the chairman of the board, our Chief Executive Officer or by the board of directors pursuant to a resolution adopted by a majority of the total
number of authorized directors.
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The amendment of any of these provisions, with the exception of the ability of our board of
directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require approval by the holders of at least 66 2/3% of our then outstanding common stock.
NASDAQ Global Market Listing
Our common
stock is listed on The NASDAQ Global Market under the symbol “HTGM.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and
registrar’s address is 6201 15
th
Avenue, Brooklyn, New York 11219.
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PLAN OF DISTRIBUTION
We may sell shares of our common stock from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a
combination of these methods. We may sell shares of our common stock to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute shares of our common stock from time to time in one or more
transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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We may also sell shares of our common stock covered by this
registration statement in an “at the market offering” as defined in Rule 415 under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price,
either:
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on or through the facilities of The NASDAQ Global Market or any other stock exchange or quotation or trading service on which our common stock may be listed, quoted or traded at the time of sale; and/or
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to or through a market maker other than on The NASDAQ Global Market or such other stock exchanges or quotation or trading services.
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Such at-the-market offerings, if any, may be conducted by underwriters acting as principal or agent.
A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the
terms of the offering of our common stock, including, to the extent applicable:
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the name or names of any underwriters, dealers or agents, if any;
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the purchase price of the common stock and the proceeds we will receive from the sale;
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any over-allotment options under which underwriters may purchase additional common stock from us;
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which our common stock may be listed.
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Only underwriters
named in the prospectus supplement are underwriters of the common stock offered by the prospectus supplement.
If underwriters are used in
the sale, they will acquire the common stock for their own account and may resell the common stock from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the common stock will be subject to the conditions set forth in the applicable underwriting agreement. We may offer our common stock to the public through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate. Subject to certain conditions unless otherwise specified in the prospectus supplement, the underwriters will be obligated to purchase all of the common stock offered by the
prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from
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time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such
relationship.
We may sell our common stock directly or through agents we designate from time to time. We will name any agent
involved in the offering and sale of our common stock, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for
the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types of institutional investors to
purchase common stock from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to
these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents
and underwriters with indemnification against civil liabilities related to any offering pursuant to this prospectus, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make
with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. This short sales position may involve either “covered” short sales or “naked” short sales. Covered
short sales are short sales made in an amount not greater than the underwriters’ over-allotment option to purchase additional shares in the offering. The underwriters may close out any covered short position either by exercising their
over-allotment option or by purchasing shares of our common stock in the open market. To determine how they will close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the
open market, as compared to the price at which they may purchase shares through the over-allotment option. Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by
purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that, in the open market after pricing, there may be downward pressure on the price of the shares that could adversely affect
investors who purchase shares in the offering. Stabilizing transactions permit bids to purchase the underlying security for the purpose of fixing the price of the security so long as the stabilizing bids do not exceed a specified maximum. Penalty
bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions.
Any underwriters who are qualified market makers on The NASDAQ Global Market, or any other stock exchange or which our common stock may be
listed at the time of sale, may engage in passive market making transactions in our common stock on The NASDAQ Global Market or such other stock exchange in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of
the offering, before the commencement of offers or sales of the shares of our common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market
maker must display its bid at a price not in excess of the highest independent bid for our common stock; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered
when certain purchase limits are exceeded.
Similar to other purchase transactions, an underwriter’s purchase to cover the syndicate
short sales or to stabilize the market price of our common stock may have the effect of raising or maintaining the market price of our common stock or preventing or mitigating a decline in the market price of our common stock. As a result, the price
of our common stock may be higher than the price that might otherwise exist in the open market. The imposition of a penalty bid might also have an effect on the price of the common stock if it discourages resales of the shares.
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Neither we nor the underwriters makes any representation or prediction as to the effect that the
transactions described above may have on the price of the common stock offered by this prospectus. If such transactions are commenced, they may be discontinued without notice at any time.
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LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of
our common stock offered by this prospectus, and any supplement thereto, will be passed upon by Cooley LLP.
EXPERTS
The financial statements as of December 31, 2016 and 2015 and for the years then ended incorporated by reference in this prospectus, have
been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going
concern), incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with the SEC. This prospectus
does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the common stock we are offering under this prospectus, we refer you to
the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information. We are not making an
offer of our common stock in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the
time of delivery of this prospectus or any sale of the common stock offered by this prospectus.
We file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C.
20549. You can also request copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC
maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC, including us. The address of the SEC website is www.sec.gov.
We maintain a website at www.htgmolecular.com. Information contained in or accessible through our website does not constitute a part of this
prospectus.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus is 001-37369. The documents incorporated by reference into this prospectus
contain important information that you should read about us.
The following documents are incorporated by reference into this document:
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our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 23, 2017;
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our Current Reports on Form 8-K, filed with the SEC on February 21, 2017 and March 7, 2017; and
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the description of our common stock, which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8-A, filed with the SEC on April 30, 2015, including any amendments or
reports filed for the purpose of updating such description.
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We also incorporate by reference into this prospectus all
documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus
but prior to the termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral
request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You should direct
any requests for documents by writing us at 3430 E. Global Loop, Tucson, Arizona, 85706 Attn: Corporate Secretary, or telephoning us at (877) 289-2615.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be
modified or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the
statement.
15
12,100,000 Shares
Common Stock
PROSPECTUS
SUPPLEMENT
Joint Book-Running Managers
Co-Managers
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H.C. Wainwright & Co.
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LifeSci Capital
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January 18, 2018
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