SEC Comment Letter 0000000000-22-013554 to HTG MOLECULAR DIAGNOSTICS, INC (HTGMQ) (CIK 0001169987)
HTG MOLECULAR DIAGNOSTICS, INC (HTGMQ) (CIK 0001169987)
Date: Dec. 16, 2022 · CIK: 0001169987 · Accession: 0000000000-22-013554
AI Filing Summary & Sentiment
File numbers found in text: 333-268681
Letter
United States securities and exchange commission logo December 16, 2022 John L. Lubniewski Chief Executive Officer HTG Molecular Diagnostics, Inc. 3430 E. Global Loop Tucson, AZ 85706 Re:HTG Molecular Diagnostics, Inc. Registration Statement on Form S-1 Filed December 6, 2022 File No. 333-268681 Dear John L. Lubniewski: We have limited our review of your registration statement to that issue we have addressed in our comment. In our comment, we ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Registration Statement on Form S-1 filed December 6, 2022 Plan of Distribution, page 20 1.We note that you may enter into a securities purchase agreement directly with certain institutional investors but investors that do not enter into a such an agreement shall rely solely on the prospectus in connection with the purchase. Please provide additional disclosure regarding this disparate treatment and how you intend to address details of transactions outside of a securities purchase agreement, such as the number of securities to be purchased. Alternatively, revise to clarify that all investors will enter into the same agreement.
FirstName LastNameJohn L. Lubniewski Comapany NameHTG Molecular Diagnostics, Inc. December 16, 2022 Page 2 FirstName LastName John L. Lubniewski HTG Molecular Diagnostics, Inc. December 16, 2022 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551- 6902 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Asa Michael Henin
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United States securities and exchange commission logo
December 16, 2022
John L. Lubniewski
Chief Executive Officer
HTG Molecular Diagnostics, Inc.
3430 E. Global Loop
Tucson, AZ 85706
Re:HTG Molecular Diagnostics, Inc.
Registration Statement on Form S-1
Filed December 6, 2022
File No. 333-268681
Dear John L. Lubniewski:
We have limited our review of your registration statement to that issue we have addressed
in our comment. In our comment, we ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed December 6, 2022
Plan of Distribution, page 20
1.We note that you may enter into a securities purchase agreement directly with certain
institutional investors but investors that do not enter into a such an agreement shall rely
solely on the prospectus in connection with the purchase. Please provide additional
disclosure regarding this disparate treatment and how you intend to address details
of transactions outside of a securities purchase agreement, such as the number of
securities to be purchased. Alternatively, revise to clarify that all investors will enter into
the same agreement.
FirstName LastNameJohn L. Lubniewski
Comapany NameHTG Molecular Diagnostics, Inc.
December 16, 2022 Page 2
FirstName LastName
John L. Lubniewski
HTG Molecular Diagnostics, Inc.
December 16, 2022
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551-
6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Asa Michael Henin