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): January 25, 2018

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. ☒

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

2018 Bonus Goals

Our named executive officers and our principal financial officer (collectively, “Named Executive Officers”) are eligible to receive annual performance-based bonuses pursuant to their employment agreements with us. The following table lists the Named 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 Named Executive Officer is eligible to receive is generally based on the extent to which we achieve corporate goals that our board of directors (the “Board”) establishes each year. Following the end of each year, the Board reviews our performance against each corporate goal and determines the extent to which we achieved each of our corporate goals.

On January 30, 2018, the Board adopted corporate goals for purposes of determining the eligibility of the Named Executive Officers to receive performance-based bonuses for 2018. The corporate goals relate to the following categories: financial performance, market 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, and certain of the financial performance goals can be achieved at more than 100% of the target level. No specific individual goals were established for any of the Named Executive Officers for 2018.

2017 Bonuses

On January 25, 2018, the Board awarded performance-based bonuses to the Named Executive Officers based on the Board’s determination of our achievement of the corporate goals previously established for 2017 performance-based bonuses. The Board also awarded discretionary bonuses based on our performance and other factors. The aggregate bonus payments awarded to the Named Executive Officers are set forth in the table below.

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.