SEC Form 4 · accession 0001209191-15-041824

HTG MOLECULAR DIAGNOSTICS, INC · HTGM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

A/S Novo

10% Owner

Period of report

May 11, 2015

Accepted (ET)

May 12, 2015 · 5:32 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001169987

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
COMMON STOCK^F1	May 11, 2015	C	754,538	—	A	754,538	D
COMMON STOCK^F2	May 11, 2015	C	110,755	—	A	865,293	D
COMMON STOCK^F3	May 11, 2015	X	49,786	—	A	915,079	D
COMMON STOCK	May 11, 2015	P	365,106	$14.00	A	1,280,185	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
SERIES D PREFERRED STOCK^F1	—	May 11, 2015	C	598,415	D	—	—	COMMON STOCK	598,415	D
SERIES E PREFERRED STOCK^F1	—	May 11, 2015	C	156,123	D	—	—	COMMON STOCK	156,123	D
CONVERTIBLE PROMISSORY NOTES (RIGHT TO BUY)^F2	—	May 11, 2015	C	110,755	D	—	—	COMMON STOCK	110,755	D
SERIES E PREFERRED STOCK WARRANTS (RIGHT TO BUY)^F3	—	May 11, 2015	X	49,786	D	—	Jan 14, 2022	COMMON STOCK	49,786	D

Explanation of responses

F1The Series D and Series E Preferred Stock (collectively, the "Preferred Stock") had no expiration date. Upon the closing of the Issuer's initial public offering (the "IPO Closing"), the Preferred Stock automatically converted on a one-for-one basis for no additional consideration into common stock and additional shares were issued for accrued but unpaid dividends on the Preferred Stock.
F2Upon the IPO Closing, convertible promissory notes in the aggregate principal amount of $1,535,440 and accrued and unpaid interest due on such notes (collectively, the "Note Conversion Amount") automatically converted into common stock equal to the Note Conversion Amount divided by $14.00 (the "IPO Per Share Price").
F3Upon the IPO Closing, an aggregate principal warrant coverage amount of $697, 015 was exercised for shares of common stock at the IPO Share Price.
F4Represents a purchase from the underwriters in the Issuer's public offering.

Remarks

Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), which is currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.