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): February 23, 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 8.01Other Events.

On February 23, 2018, we and Cantor Fitzgerald & Co. (“Cantor”) mutually agreed to terminate our Controlled Equity Offering^SM Sales Agreement (“Sales Agreement”) dated April 13, 2017. In connection with the Sales Agreement, we previously filed a prospectus supplement (File No. 333-216977) with the Securities and Exchange Commission on April 13, 2017, and amendments thereto on June 2, 2017 and January 16, 2018, relating to the offer and sale of our common stock through Cantor, acting as our sales agent.  No further sales will be made under the Sales Agreement or the prospectus supplement.  

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.