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) | August 13, 2013 | |
| Accelerate Diagnostics, Inc. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | ||
| (State or other jurisdiction of incorporation) | ||
| 001-31822 | 84-1072256 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 3950 South Country Club, Suite 470, Tucson, Arizona | 85714 | |
| (Address of principal executive offices) | (Zip Code) | |
| (520) 365-3100 | ||
| (Registrant’s telephone number, including area code) | ||
| (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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On August 13, 2013, Accelerate Diagnostics, Inc. (the “Company”) issued a press release to publicly announce the expiration and final results of its previously announced $20,000,000 rights offering. The rights offering expired at 5:00 p.m., New York City time, on August 7, 2013. Through broad participation from both insiders and non-insider investors, the Company raised $20,000,000 from the rights offering, including proceeds from a standby commitment made by Abeja Ventures, LLC.
Stockholders subscribed for a total of 1,871,410 shares of the Company’s common stock pursuant to their basic subscription privileges, representing a 75% participation rate. In addition, stockholders over subscribed for a total of 1,077,471 shares of which 203,062 shares were issued following exclusions based on the outcome of the basic subscription. Finally, a total of 413,090 shares of common stock will be issued to the standby purchaser. In the aggregate, the Company will issue 2,487,562 shares of common stock of which 1,719,425 shares, or 69%, were acquired by directors of the Company.
The shares of the Company’s common stock issuable pursuant to the rights offering and Standby Purchase Agreement will be
issued to stockholders and the standby purchaser as promptly as practicable.
A copy of the press release announcing the expiration and final results of the rights offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release issued by the Registrant on August 13, 2013, entitled “Accelerate Diagnostics Announces Final Results of Rights Offering” (filed herewith) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACCELERATE DIAGNOSTICS, INC. | |
| (Registrant) | |
| Date: August 13, 2013 | /s/ Steve Reichling |
| Steve Reichling | |
| Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued by the Registrant on August 13, 2013, entitled “Accelerate Diagnostics Announces Final Results of Rights Offering” (filed herewith) |
Accelerate Diagnostics Announces Final Results of Rights Offering
TUCSON, Ariz., August 13, 2013—Accelerate Diagnostics, Inc. (NASDAQ: AXDX), announced today that it has completed its previously announced rights offering. Through broad participation from both insiders and non-insider investors, the Company raised $20,000,000, including proceeds from a standby commitment made by Abeja Ventures, LLC.
Stockholders subscribed for a total of 1,871,410 shares of the Company’s common stock pursuant to their basic subscription privileges, representing a 75% participation rate. In addition, stockholders over subscribed for a total of 1,077,471 shares of which 203,062 shares were issued following exclusions based on the outcome of the basic subscription. Finally, a total of 413,090 shares of common stock will be issued to the standby purchaser. In the aggregate, the Company will issue 2,487,562 shares of common stock of which 1,719,425 shares, or 69%, were acquired by directors of the company.
“The broad participation of our directors and general shareholder base in this offering underscores the great ongoing support for the company, our technology, and its market potential,” said Lawrence Mehren, CEO of Accelerate Diagnostics, Inc.
The shares of the Company’s common stock issuable pursuant to the rights offering and Standby Purchase Agreement will be
issued to stockholders and the standby purchaser as promptly as practicable.
The rights offering was made pursuant to a Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission (SEC) and became effective on July 12, 2013. The rights offering was made solely by means of the prospectus that was filed with the SEC on July 12, 2013. For questions about the rights offering, contact Broadridge Corporate Issuer Solutions, Inc. at (855) 793-5068. Broadridge acted as the Subscription and Information Agent for the rights offering on behalf of the Company.
About Accelerate Diagnostics, Inc.
Accelerate Diagnostics, Inc. (NASDAQ: AXDX) is an in-vitro diagnostics company focused on developing and commercializing innovative systems for the rapid identification and antibiotic susceptibility testing of infectious pathogens. The Company’s revolutionary BACcel™ platform utilizes a proprietary culture-free process with both genomic and phenotypic detection technologies that significantly decreases time to result while achieving high sensitivity and specificity. In addition to the BACcel system development pipeline, the Company also owns and licenses its proprietary OptiChem™ surface coatings technology, which has numerous applications for binding in bio-analytical systems, such as microarrays. For more information, visit: www.acceleratediagnostics.com.
Forward-Looking Statements
This press release contains words such as “expects,” “shall,” “will,” “believes”
and other similar expressions that are intended to identify forward-looking statements within the meaning of the Safe Harbor Provisions
of the Private Securities Litigation Reform Act of 1995. Such statements in this announcement are made based on the Company's current
beliefs, known events and circumstances at the time of publication and, as such, are subject in the future to unforeseen risks
and uncertainties that could cause the Company's results of operations, performance and achievements to differ materially from
current expectations expressed in, or implied by, these forward-looking statements. For a full discussion of the Company’s
risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see
“Risk Factors” in Item 1A in the Company’s Transition Report on Form 10-KT, filed with the SEC on March 20, 2013.
In addition, the Company’s forward-looking statements could be affected by general industry and market conditions and growth
rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking
statements to reflect new events, uncertainties or other contingencies.