Item 1.01. Entry into a Material Definitive Agreement.

On March 24, 2022, Accelerate Diagnostics, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with the Jack W. Schuler Living Trust (the "Schuler Trust") for the issuance and sale by the Company of an aggregate of 2,439,024 shares of the Company's common stock (the "Shares") to the Schuler Trust in an offering (the "Private Placement") exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated thereunder. Jack Schuler, who serves as a member of the Company's board of directors, is the sole trustee of the Schuler Trust. The Schuler Trust is an "accredited investor" as defined in Rule 501(a) under the Securities Act.

Pursuant to the Securities Purchase Agreement, the Schuler Trust has agreed to purchase the Shares at a purchase price (determined in accordance with Nasdaq rules relating to the "market value" of the Company's common stock) of $1.64 per share, which is equal to the consolidated closing bid price reported by Nasdaq immediately preceding the time the Company entered into the Securities Purchase Agreement, for an aggregate purchase price of $4 million. The Securities Purchase Agreement includes customary representations, warranties and covenants by the parties to the agreement.

The closing of the Private Placement is expected to occur on June 30, 2022, subject to the satisfaction of customary closing conditions.

The foregoing description of the Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference in its entirety.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.






(d)      Exhibits.



Exhibit
Number     Description

  10.1       Securities Purchase Agreement, dated March 24, 2022, by and between
           Accelerate Diagnostics, Inc. and the Jack W. Schuler Living Trust

104        Cover Page Interactive Data File (cover page XBRL tags are embedded
           within the Inline XBRL document)




Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties and reflect the Company's judgment as of the date of this report. Such forward-looking statements include, but are not limited to, statements relating to the expected closing of the Private Placement pursuant to the Securities Purchase Agreement. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted or expected results. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with the satisfaction of closing conditions and other terms under the Exchange Agreement, as well as risks and uncertainties described in the Company's filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made only as the date hereof, and, except as required by law, the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement.

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