HTG MOLECULAR DIAGNOSTICS, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Additional information regarding the rights, preferences, privileges and restrictions applicable to the Series A Preferred is set forth under Item 5.03 of this report.
Pursuant to the Purchase Agreement, the Purchaser has agreed to cast the votes represented by the share of Series A Preferred on any Reverse Stock Split Proposal (defined below) in the same proportion as shares of common stock of the Company ("Common Stock") are voted (excluding any shares of Common Stock that are not voted, whether due to abstentions, broker non-votes are otherwise) on such proposal; provided, however, that unless and until at least one-third of the outstanding shares of Common Stock on the record date established for the meeting of stockholders at which the Reverse Stock Split Proposal is presented are present in person or represented by proxy at such meeting, the Purchaser will not vote the share of Series A Preferred on such Reverse Stock Split Proposal. A "Reverse Stock Split Proposal" means any proposal approved by the Company's Board of Directors and submitted to the stockholders of the Company to adopt an amendment, or a series of alternate amendments, to the Company's Amended and Restated Certificate of Incorporation to combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined in accordance with the terms of such amendment or series of alternate amendments.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this report.
Item 3.02 Unregistered Sales of
The disclosure included in Item 1.01 of this report is incorporated under this Item by reference. The Purchaser is an "accredited investor" and the offer and sale of the share of Series A Preferred was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure included in Item 5.03 of this report is incorporated under this Item by reference. Prior to the issuance of the Series A Preferred, stockholder approval of a Reverse Stock Split Proposal required the affirmative approval of a majority of the outstanding shares of Common Stock. Following the issuance of the Series A Preferred, stockholder approval of a Reverse Stock Split proposal requires affirmative approval from a majority of the voting power of the shares of Common Stock and the share of Series A Preferred, voting together as a single class. The Purchaser will cast the votes represented by the share of Series A Preferred on a Reverse Stock Split Proposal in a manner that mirrors the votes cast by holders of Common Stock on such proposal. Prior to the issuance of the share of Series A Preferred, abstentions and any other non-votes would have had the same effect as a vote against a Reverse Stock Split Proposal. Following the issuance of the share of Series A Preferred, abstentions and any other non-votes on a Reverse Stock Split Proposal will still technically have the same effect as a vote against such proposal, but because the share of Series A Preferred has a high number of votes and will vote in a manner that mirrors votes actually cast by the holders of Common Stock (which does not include abstentions or any other non-votes), abstentions and any other non-votes will have virtually no effect on the outcome of a Reverse Stock Split Proposal.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
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Convertibility. The share of Series A Preferred is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company.
Dividends. The share of Series A Preferred shall be entitled to receive dividends on a pari passu basis with the outstanding shares of Common Stock.
Voting. The share of Series A Preferred will have 300,000,000 votes, but has the
right to vote only on any Reverse Stock Split Proposal, and pursuant to the
Purchase Agreement, the votes represented by the Series A Preferred must be
voted in the same proportion as the votes cast by shares of Common Stock on such
proposal. The share of Series A Preferred will vote together with the Common
Stock as a single class on any Reverse Stock Split Proposal. The Series A
Preferred has no other voting rights, except as may be required by the General
Corporation Law of the
Rank; Liquidation. Upon a liquidation, bankruptcy, reorganization, merger,
acquisition, sale, dissolution or winding up of the Company pursuant to which
assets of the Company or consideration received by the Company are to be
distributed to the stockholders, the holder of Series A Preferred will be
entitled to receive, before any payment is made to the holders of Common Stock
by reason of their ownership thereof, an amount equal to
Transfer Restrictions. The Series A Preferred may not be transferred at any time prior to stockholder approval of a Reverse Stock Split Proposal without the prior written consent of the Company's Board of Directors.
Redemption. The outstanding share of Series A Preferred will be redeemed for a
redemption price of
The foregoing is only a summary of the terms of the Series A Certificate of Designation, does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
3.1 Certificate of Designation of Preferences, Rights and Limitations of
Series A Preferred Stock.
10.1 Purchase Agreement, dated October 21, 2022 , by and between HTG
Molecular Diagnostics, Inc. and the purchaser named therein.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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