Current Report Filing (8-k)
August 23 2022 - 4:12PM
Edgar (US Regulatory)
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2022-08-17
2022-08-17
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported) August 17, 2022
Accelerate Diagnostics, Inc.
(Exact name of registrant as specified in
charter)
Delaware
(State or other jurisdiction
of incorporation)
001-31822 |
|
84-1072256 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
3950 South Country Club Road, Suite 470, Tucson, Arizona |
|
85714 |
(Address of principal executive offices) |
|
(Zip Code) |
(520) 365-3100
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which
registered |
Common Stock, $0.001 par value per share |
AXDX |
The Nasdaq Stock Market LLC
(The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On August 23, 2022,
Accelerate Diagnostics, Inc. (the “Company”) closed an underwritten public offering (the “Offering”) of 17,500,000
shares of its common stock, par value $0.001 per share (the “Shares”). The Shares were issued and sold pursuant to an underwriting
agreement (the “Underwriting Agreement”), dated August 18, 2022, by and between the Company and William Blair &
Company, L.L.C., as representative of the several underwriters named therein (collectively, the “Underwriters”), at a public
offering price per share of $2.00. The Company will receive net proceeds of approximately $32.2 million from the Offering after deducting
underwriting discounts and commissions and estimated offering expenses payable by the Company. In addition, the Company has granted the
underwriters of the Offering a 30-day option to purchase up to an additional 2,625,000 shares of its common stock at the public offering
price, less the underwriting discounts and commissions.
The Offering was made
pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-252470) previously filed with the
Securities and Exchange Commission on January 27, 2021 and a prospectus supplement, dated August 18, 2022, relating to the Offering.
The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the
rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in
its entirety by reference to the Underwriting Agreement that is attached hereto as Exhibit 1.1. A copy of the opinion of Snell &
Wilmer L.L.P. relating to the legality of the issuance and sale of the Shares is attached hereto as Exhibit 5.1.
On August 17, 2022,
the Company issued a press release announcing the launch of the Offering. A copy of the Company’s press release is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
On August 18, 2022,
the Company issued a press release announcing the pricing of the Offering. A copy of the Company’s press release is attached hereto
as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit |
|
|
Number |
|
Description |
1.1 |
|
Underwriting Agreement, dated August 18, 2022, by and between Accelerate Diagnostics, Inc. and William Blair & Company, L.L.C., as representative of the several underwriters named therein |
|
|
|
5.1 |
|
Opinion of Snell & Wilmer L.L.P. |
|
|
|
23.1 |
|
Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1) |
|
|
|
99.1 |
|
Press Release, dated August 17, 2022 |
|
|
|
99.2 |
|
Press Release, dated August 18, 2022 |
|
|
|
104 |
|
Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ACCELERATE DIAGNOSTICS, INC. |
| | (Registrant) |
Date: August 23, 2022 | | |
| | /s/ Steve Reichling |
| | Steve Reichling |
| | Chief Financial Officer |
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