false000116998700011699872022-09-152022-09-15

 

 

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

September 15, 2022

Date of Report (Date of earliest event reported)

 

HTG Molecular Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-37369

 

86-0912294

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3430 E. Global Loop

Tucson, AZ

 

85706

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (877) 289-2615

 

N/A

(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 obligations of the registrant under any of the following provisions:

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

 

 

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

 

 

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

 

 

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

 

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

 

 

 

 

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

 

HTGM

 

The Nasdaq Stock Market LLC

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.

 


 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On August 17, 2022, HTG Molecular Diagnostics, Inc. (the “Company”) convened and adjourned its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), without any business being conducted, due to lack of the requisite quorum being present. The Annual Meeting was reconvened on September 15, 2022 with a quorum present. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes with respect to each matter. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest whole number.

 

Proposal 1. Election of Directors

The Company’s stockholders elected the three persons listed below as Class I Directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:

 

 

Votes For

 

 

Votes
Withheld

 

 

Broker
Non-Votes

 

Thomas W. Dubensky Jr., PhD.

 

2,079,458

 

 

 

396,286

 

 

 

2,091,013

 

 

Christopher P. Kiritsy

 

2,080,343

 

 

 

395,401

 

 

 

2,091,013

 

 

Lee R. McCracken

 

1,927,643

 

 

 

548,101

 

 

 

2,091,013

 

 

 

Proposal 2. Approval of a Series of Alternate Amendments to the Company's Amended and Restated Certificate of Incorporation to effect a Reserve Stock Split

The Company’s stockholders did not approve a series of alternate amendments to the Company's Amended and Restated Certificate of Incorporation to effect, at the option of the Company's Board of Directors (the "Board"), a reverse stock split of the Company's common stock at a ratio between 1-for-5 and 1-for-15, inclusive as determined by the Board in its sole discretion. The final voting results are as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker
Non-Votes

2,909,511

 

1,626,826

 

30,420

 

0

 

Proposal 3. Approval of the Authorization to Adjourn the Annual Meeting

The Company’s stockholders approved the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 2, but this authorization is moot as the Company did not adjourn the meeting to solicit additional votes for Proposal 2. The final voting results are as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker

Non-Votes

3,191,168

 

1,295,163

 

80,425

 

0

 

Proposal 4. Advisory Approval of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the Annual Meeting. The final voting results are as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker

Non-Votes

1,732,422

 

341,952

 

401,369

 

2,091,013

 

Proposal 5. Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Board of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:

Votes For

 

Votes Against

 

Abstentions

 

Broker

Non-Votes

4,120,806

 

83,326

 

362,625

 

0

 

 

 

 


 

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.

 

 

 

HTG Molecular Diagnostics, Inc.

 

 

 

 

 

Dated: September 16, 2022

 

By:

 

/s/ Shaun D. McMeans

 

 

 

 

Shaun D. McMeans

 

 

 

 

SVP and Chief Financial Officer

 

 


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