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): December 1, 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.

(d)

On December 1, 2015, the Board of Directors (the “Board”) of HTG Molecular Diagnostics, Inc. (the “Company”), upon recommendation of the Nominating and Governance Committee of the Board (the “Nominating Committee”), appointed James T. LaFrance to serve as a Class I director of the Company with a term expiring at the Company’s annual meeting of stockholders to be held in 2016. The Board also appointed Mr. LaFrance to serve as a member of the Nominating Committee.

In accordance with the Company’s Non-Employee Director Compensation Policy, upon his appointment to the Board, Mr. LaFrance received an initial grant consisting of a nonstatutory stock option to purchase 5,000 shares of the Company’s common stock (the “Common Stock”), one-third of which shares vest 12 months after the date of grant, with the remaining shares to vest in equal monthly installments over the following two year period. The exercise price of the option is $4.88 per share, which is equal to the closing price of the Common Stock on The NASDAQ Global Market on December 1, 2015. In accordance with the Company’s Non-Employee Director Compensation Policy, Mr. LaFrance will be entitled to receive a $35,000 annual cash retainer for service as director and will be eligible to receive additional cash and equity compensation in the future. Mr. LaFrance has entered into the Company’s standard form of indemnification agreement. The Company is not aware of any transaction involving Mr. LaFrance requiring disclosure under Item 404(a) of Regulation S-K.

On December 2, 2015, the Company issued a press release announcing Mr. LaFrance’s appointment to the Board, 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 December 2, 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: December 2, 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 December 2, 2015.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

James (Jim) LaFrance joins the Board of Directors of HTG Molecular Diagnostics

TUCSON, Ariz. (Dec. 2, 2015) – HTG Molecular Diagnostics, Inc. (Nasdaq:HTGM), a provider of instruments and reagents for molecular profiling applications, announced today that Jim LaFrance has been appointed to its Board of Directors.

Jim LaFrance is an executive leader with nearly 30 years of diagnostic industry experience that spans broad based management and consulting experience: Board of Directors, CEO, commercial GM, strategic marketing, sales management, and business to business collaborating. Mr. LaFrance also has experience in SEC public company governance and international acquisition integration.

“We are extremely pleased to have Jim join our board,” said TJ Johnson, President and CEO of HTG Molecular Diagnostics. “Jim’s work experience, industry knowledge and strategic capabilities will add great value for our board and management team.”

Mr. LaFrance currently serves as Vermillion’s Chairman of the Board of Directors since December 2013 and served as the interim Chief Executive Officer and President of Vermillion, Inc., from April 2014 to December 2014. Prior to that, he was head of Strategy – Medical Diagnostics and Chief Executive Officer of Omnyx, LLC for GE Healthcare from January 2012 to October 2013. From August 2009 to December 2011, he further served as a consultant in the medical diagnostics for LaFrance Consulting LLC and as a board member for Mitomics a molecular diagnostics company. For eight years earlier in his career, Mr. LaFrance held a series of commercial, strategic marketing and business development leadership roles at Ventana Medical Systems (now Roche Tissue Diagnostics), including general management of the North American and international commercial operations. Prior to working for Ventana, Mr. LaFrance spent 16 years with Bayer Diagnostics in various management roles, as Vice President of Marketing & Business Development - the global Near Patient Testing division.

“I am thrilled to join the HTG Board of Directors at such an exciting juncture in the company’s history, as it expands its product offerings into the clinical setting,” stated Mr. LaFrance.

Mr. LaFrance has a Bachelor of Arts degree in Economics from the University of Connecticut and an MBA in Marketing and Finance from the University of Notre Dame.

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,our ability to successfully expand our product offerings into clinical settings. 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 September 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