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
August 17, 2022
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| Delaware | 001-37369 | 86-0912294 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3430 E. Global Loop Tucson, AZ |
85706 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 289-2615
N/A
(Former name or former address, if changed since last report.)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.001 par value per share | HTGM | The Nasdaq Stock Market LLC |
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. |
On August 17, 2022, we convened and adjourned our 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), without any business being conducted, due to a lack of quorum. The 2022 Annual Meeting was adjourned until 1:00 p.m. Pacific Time on Thursday, September 15, 2022. James T. LaFrance’s term of office was scheduled to expire at the 2022 Annual Meeting. In addition, as previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2022, Harry A. George notified us on June 23, 2022 of his decision to resign from our Board of Directors (the “Board”) on the date of the 2022 Annual Meeting. In light of the adjournment of the 2022 Annual Meeting until September 15, 2022, on August 17, 2022, each of Mr. LaFrance and Mr. George resigned from the Board, effective on August 18, 2022.
On August 18, 2022, we appointed Thomas W. Dubensky Jr., Ph.D. to the Board, effective concurrently with the resignation of Mr. LaFrance, to serve as a Class I director with a term of office expiring the 2022 Annual Meeting. Dr. Dubensky was also appointed to serve as a member of the Compensation Committee of the Board.
Pursuant to our non-employee director compensation policy (the “Compensation Policy”), (i) Dr. Dubensky will receive an annual cash retainer of (a) $35,000 for service on the Board and (b) $6,000 for service on the Compensation Committee of the Board, and (ii) Dr. Dubensky was granted on the date of his appointment an option to purchase 8,000 shares of our common stock, one-third of which vests twelve months after the date of grant with the remaining shares vesting monthly over a two-year period thereafter. The Compensation Policy also provides for automatic annual option grants to purchase 4,000 shares of our common stock, which vests upon the earlier to occur of (i) 12 months following the date of grant and (ii) the following year’s annual stockholder meeting. Each of the equity grants described above will vest in full in the event of a change in control (as defined in our equity incentive plan). The foregoing description of the Compensation Policy is qualified in its entirety by the full text of the Compensation Policy, a copy of which is filed as Exhibit 10.14 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 29, 2022.
Dr. Dubensky has also entered into our standard form of Indemnity Agreement with our directors, a copy of which is filed as Exhibit 10.1 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 29, 2022.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 18, 2022, the Board approved an amendment (the “Bylaws Amendment”) to our Amended and Restated Bylaws, as amended (the “Bylaws”), effective immediately. The Bylaws Amendment amended Section 8 of Article III of the Bylaws to reduce the quorum requirement for all meetings of stockholders of the Company from a majority of the stock outstanding and entitled to vote to one-third of the stock outstanding and entitled to vote.
The foregoing description of the Bylaws Amendment is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed with this report as Exhibit 3.1.
| Item 8.01 | Other Events. |
On August 17, 2022, we convened and adjourned the 2022 Annual Meeting, without any business being conducted, due to a lack of quorum. The 2022 Annual Meeting has been adjourned until 1:00 p.m. Pacific Time on Thursday, September 15, 2022. The reconvened 2022 Annual Meeting will be held at the same virtual meeting link at www.proxydocs.com/HTGM.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| HTG Molecular Diagnostics, Inc. | ||||||
| Dated: August 18, 2022 | By: | /s/ Shaun D. McMeans | ||||
| Shaun D. McMeans | ||||||
| SVP and Chief Financial Officer | ||||||
Exhibit 3.1
AMENDMENT TO
AMENDED AND RESTATED BYLAWS
OF HTG MOLECULAR DIAGNOSTICS, INC.
The Amended and Restated Bylaws, as amended (the “Bylaws”), of HTG Molecular Diagnostics, Inc., a Delaware corporation (the “Company”), are hereby amended as follows, effective as of August 18, 2022.
1. Section 8 of Article III of the Bylaws is hereby amended and restated in its entirety to read as follows:
“Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), or by these Amended and Restated Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of one-third (1/3rd) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute or by applicable stock exchange rules, or by the Certificate of Incorporation or these Amended and Restated Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or these Amended and Restated Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Amended and Restated Bylaws, one-third (1/3rd) of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or these Amended and Restated Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.”
2. Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect.
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HTG MOLECULAR DIAGNOSTICS, INC.
CERTIFICATE OF ADOPTION OF AMENDMENT TO
AMENDED AND RESTATED BYLAWS
The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of HTG Molecular Diagnostics, Inc., a Delaware corporation, and that the foregoing Amendment to the Amended and Restated Bylaws constitutes the entire amendment to the Amended and Restated Bylaws, as amended, as duly adopted by the Board of Directors on August 18, 2022.
Executed on August 18, 2022.
| /s/ Shaun D. McMeans |
| Shaun D. McMeans |
| Secretary |