Amended Statement of Ownership (sc 13g/a)
July 18 2022 - 9:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2.
(Amendment
No. 1)*
HTG
Molecular Diagnostics, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
40434H203
(CUSIP
Number)
July
15. 2022
(Date
of Event Which Requires Filing of this statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ |
Rule
13d-1(b) |
|
☒ |
Rule
13d-1(c) |
|
☐ |
Rule
13d-1(d) |
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
|
(1) |
NAMES
OF REPORTING PERSONS |
|
|
|
|
|
L5
Capital Inc. |
|
|
|
|
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a)
☐ |
(b)
☐ |
|
|
|
|
(3) |
SEC
USE ONLY |
|
|
|
|
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
|
|
British
Columbia, Canada |
NUMBER
OF |
(5) |
SOLE
VOTING POWER |
|
SHARES |
|
1,170,000 |
|
BENEFICIALLY |
(6) |
SHARED
VOTING POWER |
|
OWNED
BY |
|
|
EACH |
(7) |
SOLE
DISPOSITIVE POWER |
|
REPORTING |
|
1,170,000 |
|
PERSON
WITH |
(8) |
SHARED
DISPOSITIVE POWER |
|
|
|
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
1,170,000 |
|
|
|
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐ |
|
|
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
10.59%
(1) |
|
|
|
|
(12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
CO |
|
|
|
(1)
Based on 11,048,111 shares outstanding as of July 15, 2022.
|
(1) |
NAMES
OF REPORTING PERSONS |
|
|
|
Marc
Lustig |
|
|
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a)
☐ |
(b)
☐ |
|
|
(3) |
SEC
USE ONLY |
|
|
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
Canada |
NUMBER
OF |
(5) |
SOLE
VOTING POWER |
|
SHARES |
| 0 |
|
BENEFICIALLY |
(6) |
SHARED
VOTING POWER ** |
|
OWNED
BY |
|
1,170,000 |
|
EACH |
(7) |
SOLE
DISPOSITIVE POWER |
|
REPORTING |
| 0 |
|
PERSON
WITH |
(8) |
SHARED
DISPOSITIVE POWER ** |
|
|
|
1,170,000 |
|
|
|
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
1,170,000 |
|
|
|
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐ |
|
|
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
10.59%
(1) |
|
|
|
|
(12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
IN |
|
|
|
(1)
Based on 11,048,111 shares outstanding as of July 15, 2022.
Item
1.
HTG
Molecular Diagnostics, Inc. (the “Company”)
(b) |
Address
of Issuer’s Principal Executive Offices |
3430
E. Global Loop, Tucson, Arizona 85706
Item
2(a). |
Name
of Person Filing |
This
statement is being filed by:
|
(i) |
L5
Capital Inc., a corporation incorporated under the laws of the province of British Columbia, Canada; and |
|
(ii) |
Marc
Lustig, a Canadian individual. |
The
Reporting Persons have entered into a joint filing agreement, dated as of June 28, 2021, a copy of which is attached hereto as Exhibit
1.
Item
2(b). |
Address
of Principal Business Office or, if none, Residence |
The
principal business address of each of the Reporting Persons is as follows:
L5
Capital Inc.
1
First Canadian Place
Toronto,
Ontario M5X 1H3
Canada
Marc
Lustig
1
First Canadian Place
Toronto,
Ontario M5X 1H3
Canada
Citizenship
is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting
Person.
Item
2(d) |
Title
of Class of Securities |
Common
Stock
40434H203
Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|
|
|
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
(c) |
☐
| Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
(j) |
☐ |
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
|
|
(k) |
☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(a) |
Amount
Beneficially Owned: |
See
responses to Item 9 on each cover page.
See
responses to Item 11 on each cover page.
|
(c) |
Number
of shares as to which such person has: |
|
(i) |
Sole
power to vote or to direct the vote: |
See
responses to Item 5 on each cover page.
|
(ii) |
Shared
power to vote or to direct the vote: |
See
responses to Item 6 on each cover page.
|
(iii) |
Sole
power to dispose or to direct the disposition of: |
See
responses to Item 7 on each cover page.
|
(iv) |
Shared
power to dispose or to direct the disposition of: |
See
responses to Item 8 on each cover page.
Item
5. |
Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: ☐
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person |
Not
applicable.
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not
applicable.
Item
8. |
Identification
and Classification of Members of the Group |
Not
applicable.
Item
9. |
Notice
of Dissolution of Group |
Not
applicable.
By
signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated:
July 18, 2022
|
L5
CAPITAL INC. |
|
|
|
|
By: |
/s/
Marc Lustig |
|
Name: |
Marc
Lustig |
|
Title: |
Director |
|
|
|
|
|
/s/
Marc Lustig |
|
|
Marc
Lustig |
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