UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 8, 2019, Accelerate Diagnostics, Inc. (the “Company”) entered into an offer letter, dated August 6, 2019 (the “Offer Letter”), with John J. Phillips in connection with his hiring as Chief Operating Officer of the Company. Pursuant to the terms of the Offer Letter, the Company agreed to offer Mr. Phillips the opportunity to purchase (in Mr. Phillips’ sole and absolute discretion) an aggregate of approximately $1,000,000 of shares of the Company’s common stock.
On August 20, 2019, the Company and an entity affiliated with Mr. Phillips entered into a securities purchase agreement (the “Purchase Agreement”) for the issuance and sale by the Company of an aggregate of 55,586 shares of the Company’s common stock (the “Shares”) in an offering (the “Private Placement”) exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The Shares were sold at a purchase price (determined in accordance with Nasdaq rules relating to the “market value” of the shares) of $17.99 per share, which was equal to the consolidated closing bid price reported by Nasdaq immediately preceding the time the Company entered into the Purchase Agreement. The Purchase Agreement includes customary representations, warranties and covenants by the parties to the agreement.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed herewith as Exhibit 10.1, and incorporated herein by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 10.1 | Securities Purchase Agreement, dated August 20, 2019, between Accelerate Diagnostics, Inc. and John J. Phillips Investment Irrevocable Trust, dated July 31, 2019 | |
| 104 | Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document) |
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.
| ACCELERATE DIAGNOSTICS, INC. | ||
| (Registrant) | ||
| Date: August 21, 2019 | ||
| /s/ Steve Reichling | ||
| Steve Reichling | ||
| Chief Financial Officer |