As filed with the Securities and Exchange Commission on March 24, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HTG MOLECULAR DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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86-0912294
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3430 E. Global
Loop
Tucson,
Arizona
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85706
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(Address of Principal Executive Offices)
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(Zip Code)
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2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
(Full titles of the plans)
Timothy B. Johnson
President and Chief Executive Officer
HTG Molecular Diagnostics, Inc.
3430 E. Global Loop
Tucson, Arizona 85706
(877) 289-2615
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven M. Przesmicki, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, California 92121
(858) 550-6000
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
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Large Accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering price
per
share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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2014 Equity Incentive Plan
Common Stock, $0.001 par value per share
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273,769 (3)
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$2.86
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$782,979.34
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$78.85
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2014 Employee Stock Purchase Plan
Common Stock, $0.001 par value per share
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68,442 (4)
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$2.86
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$195,744.12
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$19.72
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Total
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342,211
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N/A
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$978,723.46
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$98.57
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Common Stock (“Common Stock”) of
HTG Molecular Diagnostics, Inc. (the “Registrant”) that become issuable under the above-referenced plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average
of the high and low prices of the Common Stock on March 21, 2016, as reported on The NASDAQ Global Market.
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(3)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the HTG Molecular Diagnostics, Inc. 2014 Equity Incentive Plan (the “2014 EIP”) on January 1,
2016 pursuant to an “evergreen” provision contained in the 2014 EIP. Pursuant to such provision, on January 1 of each year from January 1, 2016 through and including January 1, 2024, the number of shares authorized for
issuance under the 2014 EIP is automatically increased by a number equal to 4% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, or such lesser number of shares determined by the
Registrant’s board of directors (the “Board”).
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(4)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the HTG Molecular Diagnostics, Inc. 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on
January 1, 2016 pursuant to an “evergreen” provision contained in the 2014 ESPP. Pursuant to such provision, on January 1 of each year from January 1, 2016 through and including January 1, 2024, the number of shares
authorized for issuance under the 2014 ESPP is automatically increased by a number equal to the least of: (a) 1% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year; (b) 195,000
shares; and (c) a number determined by the Board that is less than the amounts set forth in the foregoing clauses (a) and (b).
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INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
The Registrant
previously registered shares of its Common Stock for issuance under the 2014 EIP and the 2014 ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2015 (File
No. 333-203930). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tucson, State of Arizona, on March 24,
2016.
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HTG M
OLECULAR
D
IAGNOSTICS
, I
NC
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By:
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/s/ Timothy B. Johnson
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Timothy B. Johnson
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy B. Johnson and Shaun D. McMeans,
and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Timothy B. Johnson
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President, Chief Executive Officer and Member
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March 24, 2016
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Timothy B. Johnson
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of the Board of Directors
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(Principal Executive Officer)
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/s/ Shaun D. McMeans
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Chief Financial Officer
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March 24, 2016
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Shaun D. McMeans
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(Principal Financial and Accounting Officer)
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/s/ Peter T. Bisgaard
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Chairman of the Board of Directors
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March 24, 2016
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Peter T. Bisgaard
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/s/ Harry A. George
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Member of the Board of Directors
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March 24, 2016
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Harry A. George
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/s/ Mary F. Hoult
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Member of the Board of Directors
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March 24, 2016
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Mary F. Hoult
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March 24, 2016
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/s/ James T. LaFrance
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Member of the Board of Directors
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James T. LaFrance
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/s/ Lee R. McCracken
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Member of the Board of Directors
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March 24, 2016
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Lee R. McCracken
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/s/ Lewis J. Shuster
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Member of the Board of Directors
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March 24, 2016
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Lewis J. Shuster
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
(1)
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Amended and Restated Certificate of Incorporation of the Registrant.
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4.2
(2)
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Amended and Restated Bylaws of the Registrant.
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4.3
(3)
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Form of Common Stock Certificate of the Registrant.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Cooley LLP. Reference is made to Exhibit 5.1.
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24.1
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Power of Attorney. Reference is made to the signature page hereto.
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99.1
(4)
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HTG Molecular Diagnostics, Inc. 2014 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder.
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99.2
(5)
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HTG Molecular Diagnostics, Inc. 2014 Employee Stock Purchase Plan.
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(1)
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Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37369), filed with the Commission on May 12, 2015, and incorporated herein by reference.
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(2)
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Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37369), filed with the Commission on May 12, 2015, and incorporated herein by reference.
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(3)
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Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-201313), originally filed with the Commission on December 30, 2014, as amended, and incorporated herein
by reference.
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(4)
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Previously filed as Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-203930), filed with the Commission on May 7, 2015, and incorporated herein by reference.
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(5)
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Previously filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-201313), originally filed with the Commission on December 30, 2014, as amended, and incorporated
herein by reference.
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Exhibit 5.1
Steven M. Przesmicki
(858) 550-6070
przes@cooley.com
March 24, 2016
HTG Molecular Diagnostics, Inc.
3430 E. Global Loop
Tucson, AZ 85706
Ladies and Gentlemen:
We have represented HTG Molecular Diagnostics, Inc., a Delaware corporation (the “
Company
”), in connection with
the filing by the Company, of a Registration Statement on
Form S-8
(the “
Registration Statement
”) with the Securities and Exchange Commission, covering the offering of up to an
aggregate of 342,211 shares of the Company’s Common Stock, $0.001 par value (the
“
Shares
”
), including (i) 273,769 shares (the “
2014 Plan Shares
”)
reserved for issuance pursuant to the Company’s 2014 Equity Incentive Plan (the
“
2014 Plan
”
), and (ii) 68,442 shares (the “
ESPP Shares
”) reserved for
issuance pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “
2014 ESPP
”).
In
connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the 2014 Plan and the 2014 ESPP, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all
documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is expressed
only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware.
On the basis of the
foregoing, and in reliance thereon, we are of the opinion that the 2014 Plan Shares, when sold and issued in accordance with the 2014 Plan and applicable stock option agreement, and the ESPP Shares, when sold and issued in accordance with the 2014
ESPP, and in each case when sold and issued in accordance with the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements,
which will be fully paid and nonassessable when such deferred payments are made in full).
4401 Eastgate Mall, San Diego, CA 92121 T: (858) 550-6000 F: (858) 550-6420 www.cooley.com
Steven M. Przesmicki
+1 858 550 6070
przes@cooley.com
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
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By:
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/s/ Steven M. Przesmicki
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Steven M. Przesmicki
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Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com