8-K

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): October 27, 2015

HTG Molecular Diagnostics, Inc.

(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

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))

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

(b)

On October 27, 2015, Simeon J. George, M.D. notified HTG Molecular Diagnostics, Inc. (the “Company”) of his resignation from the Board of Directors of the Company (the “Board”), as Chairman of the Compensation Committee of the Board (the “Compensation Committee”) and as a member of the Nominating and Governance Committee of the Board (the “Nominating Committee”), effective immediately. Dr. George’s resignation is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(d)

On October 27, 2015, the Board, on recommendation from the Nominating Committee, appointed Lee R. McCracken to serve as a Class I director of the Board whose term expires at the Company’s annual meeting of stockholders to be held in 2016. The Board also appointed Mr. McCracken to serve as Chairman of the Compensation Committee and as a member of the Nominating Committee.

Following the appointment of Mr. McCracken, the Board is currently comprised as follows:

• Class I: Mary Hoult, Donald W. Grimm and Mr. McCracken. The term of each Class I director will expire at the Company’s annual meeting of stockholders to be held in 2016;

• Class II: Peter T. Bisgaard and Harry A. George. The term of each Class II director will expire at the Company’s annual meeting of stockholders to be held in 2017; and

• Class III: Timothy B. Johnson and Lewis J. Shuster. The term of each Class III director will expire at the Company’s annual meeting of stockholders to be held in 2018.

In accordance with the Company’s Non-Employee Director Compensation Policy, upon his appointment as director, Mr. McCracken was granted an initial grant consisting of a nonstatutory stock option to purchase 5,000 shares of the Company’s common stock (the “Common Stock”), of which one-third of the shares will vest twelve months after the date of grant and the remaining shares will vest monthly in equal installments over a two year period. The stock option granted to Mr. McCracken has an exercise price equal to the closing price of the Common Stock on October 27, 2015, and is subject to the terms set forth in our Non-Employee Director Compensation Policy. Additionally, Mr. McCracken will be entitled to receive a $35,000 annual cash retainer for service as director and a $5,000 annual cash retainer for service as Chairman of the Compensation Committee, each of which will be pro-rated for his service until the Company’s next annual stockholder meeting, and will be eligible to receive additional cash and equity compensation in the future pursuant to the terms of our Non-Employee Director Compensation Policy. Also, Mr. McCracken will enter into the Company’s standard form of indemnification agreement. The Company is not aware of any transaction involving Mr. McCracken requiring disclosure under Item 404(a) of Regulation S-K.

Additional information about Mr. McCracken can be found in the press release issued on October 27, 2015, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of HTG Molecular Diagnostics, Inc. dated October 27, 2015.

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: October 27, 2015	By:	/s/ Debra A. Gordon
		Debra A. Gordon
		Vice President and Chief Legal Counsel

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release of HTG Molecular Diagnostics, Inc. dated October 27, 2015.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lee R. McCracken joins the Board of Directors of HTG Molecular Diagnostics

TUCSON, Ariz. (Oct. 27, 2015) – HTG Molecular Diagnostics, Inc. (Nasdaq:HTGM), a provider of instruments and reagents for molecular profiling applications, announced today that Lee R. McCracken has been appointed to its Board of Directors.

Mr. McCracken is an executive leader whose experience spans start-ups to commercial organizations with significant revenues. In addition, he has substantial experience in the diagnostic and pharmaceutical sectors. In 2014, Mr. McCracken was appointed Chief Executive Officer of Gensignia Life Sciences, a privately held molecular diagnostics company focused on the development and global commercialization of miRNA diagnostics for the early detection of lung cancer and other cancers using digital information technology. Mr. McCracken was previously President and CEO of Pathwork Diagnostics, a venture capital-backed company commercializing the Pathwork^® Tissue of Origin Test, an FDA-cleared and Medicare-reimbursed molecular diagnostic test.

Previously, Mr. McCracken served as Corporate Head of Business Development at Prometheus Laboratories, a leading personalized medicine company with diagnostic and pharmaceutical products in gastroenterology and oncology, which grew to over $500 million in sales prior to its acquisition by Nestle Health Science. Earlier, Mr. McCracken was SVP Pharma Business Development of Diversa, a genomic technology company, which merged into Verenium, President & CBO of GenStar Therapeutics, a pre-clinical gene therapy company, which merged into Corautus, and SVP Corporate Development of CombiChem, a venture capital-backed start-up company, which was acquired by DuPont Pharmaceuticals.

“Lee brings significant executive experience in developing successful strategies for early stage high growth diagnostic and genomic businesses. We are privileged to have him on our board of directors and I look forward to working with Lee as we build HTG Molecular Diagnostics into a leader in molecular profiling,” said TJ Johnson, President and CEO of HTG Molecular Diagnostics.

“I’m excited about the opportunity to work with TJ, the board and the management team to assist them in realizing HTG’s significant potential in NGS-based diagnostics” said Mr. McCracken. “HTG’s technology enables a unique opportunity to democratize molecular profiling and improve patient care delivered at the local level.”

Mr. McCracken also held positions in the venture capital industry with Union Venture and 3i Capital (a U.S. subsidiary of 3i Group plc). He received an M.B.A. (Strategy / Venture Capital) from UCLA Anderson School of Management, an M.S. in Computer Science from the University of Dayton, and a B.S. from Santa Clara University.

About HTG Molecular Diagnostics:

Headquartered in Tucson, Arizona, HTG’s mission is to empower precision medicine at the local level. In 2013 the company commercialized its HTG Edge instrument platform and a portfolio of RNA assays that leverage HTG’s proprietary nuclease protection chemistry. HTG’s product offerings have since expanded to include its HTG EdgeSeq product line, which automates sample and targeted library preparation for next-generation sequencing. Additional information is available at www.htgmolecular.com.

Safe Harbor Statement:

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements associated with our business and capabilities of our technology. Words such as “believes,” “anticipates,” “plans,”

“expects,” “intends,” “will,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. These forward-looking statements are based upon management’s current expectations, are subject to known and unknown risks, and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation, risks associated with trends in market development; market acceptance of our technical solution and/or products; trends in sample requirements; our ability to successfully commercialize our products; and our ability to manufacture our products to meet demand. These and other factors are described in greater detail in our filings with the Securities and Exchange Commission, including without limitation our Quarterly Report on Form 10-Q for the Quarter ended June 30, 2015. All forward-looking statements contained in this press release speak only as of the date on which they were made, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Contact:

Westwicke Partners

Jamar Ismail

Phone: 415-513-1282

Email: jamar.ismail@westwicke.com

TJ Johnson

President / CEO

HTG Molecular Diagnostics

Phone: 520-547-2827 x130

Email: tjjohnson@htgmolecular.com