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): May 25, 2017

HTG Molecular Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

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

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:

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. ☒

(e)

Our executive officers, including our principal executive officer, principal financial officer and our other named executive officers, are eligible to receive annual performance-based bonuses pursuant to their employment agreements with us. The following table lists our executive officers and their respective target bonuses pursuant to their employment agreements, expressed as a percentage of their base salary:

The annual performance-based bonus each executive officer is eligible to receive is generally based on the extent to which we achieve corporate goals that our board of directors establishes each year. At the end of each year, our board of directors reviews our performance against each corporate goal and approves the extent to which we achieved each of our corporate goals.

On May 25, 2017, our board of directors adopted corporate goals for purposes of determining the eligibility of our executive officers to receive performance-based bonuses for 2017. The corporate goals relate to the following categories: budget; financial performance; market development and commercialization metrics; and progress with companion diagnostic collaborations.

There is no minimum percentage of corporate goals that must be achieved in order to earn a bonus. No specific individual goals were established for any of our executive officers for 2017.

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.