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): July 31, 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. ☒

(a)

On July 31, 2017, HTG Molecular Diagnostics, Inc. (the “Company”) received written notice from the staff of the Nasdaq Stock Market LLC (“NASDAQ”) that, as of July 31, 2017, the Company was not in compliance with the market value of listed securities (“MVLS”) standard for continued listing set forth in NASDAQ Listing Rule 5550(b)(2), as the Company’s MVLS was below $35 million for the last 30 consecutive business days.

The Company has a 180-day period, which expires on January 29, 2018, to regain compliance with the MVLS standard.  The Company will regain compliance with the MVLS standard if its MVLS closes at $35 million or more for a minimum of 10 consecutive business days during this period.  If the Company is unable to regain compliance during this period, it will receive a delisting determination from NASDAQ at which time the Company may request an appeal of delisting to a NASDAQ Hearings Panel.

There can be no assurance that the Company will be able to regain compliance with the MVLS standard or otherwise will be able to satisfy an alternative standard for continued listing on the Nasdaq Capital Market.

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.