0001209191-15-039040.txt : 20150505 0001209191-15-039040.hdr.sgml : 20150505 20150505181046 ACCESSION NUMBER: 0001209191-15-039040 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150505 FILED AS OF DATE: 20150505 DATE AS OF CHANGE: 20150505 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HTG MOLECULAR DIAGNOSTICS, INC CENTRAL INDEX KEY: 0001169987 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 860912294 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3430 E. GLOBAL LOOP CITY: TUCSON STATE: AZ ZIP: 85706 BUSINESS PHONE: 877-289-2615 MAIL ADDRESS: STREET 1: 3430 E. GLOBAL LOOP CITY: TUCSON STATE: AZ ZIP: 85706 FORMER COMPANY: FORMER CONFORMED NAME: HTG MOLECULAR DIAGNOSTICS INC DATE OF NAME CHANGE: 20110523 FORMER COMPANY: FORMER CONFORMED NAME: HIGH THROUGHPUT GENOMICS INC DATE OF NAME CHANGE: 20020326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON TIM B CENTRAL INDEX KEY: 0001194674 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37369 FILM NUMBER: 15834470 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-05-05 0 0001169987 HTG MOLECULAR DIAGNOSTICS, INC HTGM 0001194674 JOHNSON TIM B C/O HTG MOLECULAR DIAGNOSTICS, INC. 3430 E. GLOBAL LOOP TUCSON AZ 85706 1 1 0 0 President & CEO Stock Option (right to buy) 6.44 2018-04-21 Common Stock 25048 D Stock Option (right to buy) 6.44 2018-10-22 Common Stock 14407 D Stock Option (right to buy) 4.30 2019-05-20 Common Stock 4655 D Stock Option (right to buy) 4.30 2020-03-17 Common Stock 6983 D Stock Option (right to buy) 4.30 2020-04-12 Common Stock 675 D Stock Option (right to buy) 4.30 2020-10-20 Common Stock 581 D Stock Option (right to buy) 4.30 2021-01-19 Common Stock 675 D Stock Option (right to buy) 2.15 2021-04-25 Common Stock 29797 D Stock Option (right to buy) 2.15 2023-01-31 Common Stock 18328 D Stock Option (right to buy) 2.15 2013-08-05 Common Stock 9311 D Stock Option (right to buy) 2.15 2024-03-19 Common Stock 43267 D Stock Option (right to buy) 12.89 2024-12-28 Common Stock 9311 D Series D Convertible Preferred Stock Warrant (right to buy) 0.01 2010-07-30 2020-07-29 Series D Convertible Preferred Stock 11420 D Series C-2 Convertible Preferred Stock 0.00 Common Stock 2088 D Series D Convertible Preferred Stock 0.00 Common Stock 2174 D Series E Convertible Preferred Stock 0.00 Common Stock 567 D The shares subject to the stock option are fully vested. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after April 26, 2011. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after February 1, 2013. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after August 6, 2013. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after March 20, 2014. The shares vest in a series of sixteen (16) successive equal quarterly installments on the last day of each calendar quarter, commencing with the last day of the calendar quarter first occuring after October 1, 2014. 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. 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. The shares of Series C-2 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 C 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. 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. The shares of Series D 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 D 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. The shares of Series E 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 E 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. /s/ Shaun D. McMeans, Attorney-in-Fact 2015-05-05 EX-24.3_579850 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Debra A. Gordon, Shaun D. McMeans and John L. Lubniewski of HTG Molecular Diagnostics, Inc. (the "Company"), signing individually, the undersigned's true and lawful attorney-in fact and agent to: (1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) until such attorney-in-fact shall no longer be employed by the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of May, 2015. /s/ Timothy B. Johnson TIMOTHY B. JOHNSON