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): August 19, 2020

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:

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

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)

As described under Item 5.07 of this Current Report on Form 8-K, at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of HTG Molecular Diagnostics, Inc. (the “Company”) held on August 19, 2020, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved, along with other items discussed in Item 5.07 below, the HTG Molecular Diagnostics, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) as a successor to and continuation of the HTG Molecular Diagnostics, Inc. 2014 Equity Incentive Plan. The 2020 Plan became effective on August 19, 2020 upon the approval of the stockholders at the Annual Meeting. A description of the 2020 Plan is set forth under the heading “Description of the 2020 Plan” contained in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on July 7, 2020 (the “Proxy Statement”). Such description is incorporated by reference herein.  Such description is only a summary and is qualified in its entirety by reference to the complete text of the 2020 Plan, a copy of which is filed as Exhibit 10.1 to this report.  

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.

Proposal 1. Election of Directors

The Company’s stockholders elected the three persons listed below as Class II Directors, each to serve until the Company’s 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:

Proposal 2. Approval of the 2020 Plan

The Company’s stockholders approved the adoption of the 2020 Plan. The final voting results are as follows:

Proposal 3. Approval of a Series of Alternate Amendments to our Amended and Restated Certificate of Incorporation to effect a Reverse Stock Split

The Company’s stockholders approved a series of alternate amendments to our Amended and Restated Certificate of Incorporation to effect, at the option of the Board, a reverse stock split of our common stock (the “Reverse Stock Split”) at a ratio between 1-for-7 and 1-for-15, inclusive, as determined by the Board in its sole discretion. The final voting results are as follows:

Proposal 4. Approval of a series of alternate amendments to our Amended and Restated Certificate of Incorporation to effect a reduction in the total number of authorized shares of our common stock, to be implemented if and only if the Reverse Stock Split is implemented.

The Company’s stockholders approved a series of alternate amendments to our Amended and Restated Certificate of Incorporation to effect, if and only if the Reverse Stock Split is implemented, a reduction in the total number of authorized shares of our common

stock, with the specific number of authorized shares determined by a formula that is based on the ratio utilized for the Reverse Stock Split as illustrated in the table in the Proxy Statement under the caption “Effects of Authorized Shares Reduction.” The final voting results are as follows:

Proposal 5. 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 or Proposal 3. The final voting results are as follows:

Proposal 6. 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, 2020. The final voting results are as follows:

(d) Exhibits

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.