SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

George Harry A.

(Last)

(First)

(Middle)

C/O HTG MOLECULAR DIAGNOSTICS, INC.

3430 E. GLOBAL LOOP

(Street)

TUCSON

85706

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2015

3. Issuer Name and Ticker or Trading Symbol
HTG MOLECULAR DIAGNOSTICS, INC [ HTGM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	104,687	I	By Entities affiliated with Solstice Capital⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C-1 Convertible Preferred Stock Warrant (right to buy	09/28/2006	09/28/2016⁽²⁾	Series C-1 Convertible Preferred Stock	433,526⁽³⁾	$0.346⁽³⁾	I	By Entities affiliated with Solstice Capital⁽¹⁾
Series D Convertible Preferred Stock Warrant (righ to buy)	07/30/2010	07/29/2020⁽⁴⁾	Series D Convertible Preferred Stock	137,048⁽³⁾	$0.01⁽³⁾	I	By Entities affiliated with Solstice Capital⁽¹⁾
Series A Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	17,321⁽⁶⁾	$0.00⁽⁵⁾	I	By Entities affiliated with Solstice Capital⁽¹⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	21,180⁽⁶⁾	$0.00⁽⁷⁾	I	By Entities affiliated with Solstice Capital⁽¹⁾

Explanation of Responses:

1. The Reporting Person is the managing member of Solstice Capital and has joint voting and investment power over the shares held by Solstice Capital.

2. Contigent and effective upon the closing of the Issuer's initial public offering, the Warrants to Purchase Series C-1 Convertible Preferred Stock will be terminated if not previously exercised.

3. Share numbers and exercise price do not give effect to the 1 for 107.39 reverse stock split of the Issuer's Common Stock effected on April 27, 2015, which will be effective for the Preferred Stock upon its conversion to Common Stock immediately prior to the closing of the Issuer's initial public offering.

4. Contigent and effective upon the closing of the Issuer's initial public offering, the Warrants to Purchase Series D Convertible Preferred Stock will be terminated if not previously exercised.

5. The shares of Series A Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series A Convertible Preferred Stock will automatically convert on a 1 for 107.39 basis into shares of Common Stock upon the closing of the Issuer's initial public offering.

6. Share numbers assume or give effect to the 1 for 107.39 reverse stock split of the Issuer's Common Stock effected on April 27, 2015, which will be effective for the Preferred Stock upon its conversion to Common Stock immediately prior to the closing of the Issuer's initial public offering.

7. The shares of Series B Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder without payment of further consideration. Each share of Series B Convertible Preferred Stock will automatically convert on a 1 for 107.39 basis into shares of Common Stock upon the closing of the Issuer's initial public offering.

Remarks:

	/s/ Harry A. George	05/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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