SEC Comment Letter 0000000000-22-013750 to HTG MOLECULAR DIAGNOSTICS, INC (HTGMQ) (CIK 0001169987)
HTG MOLECULAR DIAGNOSTICS, INC (HTGMQ) (CIK 0001169987)
Date: Dec. 20, 2022 · CIK: 0001169987 · Accession: 0000000000-22-013750
AI Filing Summary & Sentiment
File numbers found in text: 333-268681
Letter
United States securities and exchange commission logo December 20, 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 File No. 333-268681 Supplemental Response dated December 20, 2022 Dear John L. Lubniewski: We have reviewed your proposed amendments to the registration statement and have the following comment. In our comment, we may 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our December 16, 2022 letter. Supplemental Response filed December 20, 2022 Potential Modification of Certain Outstanding Warrants, page 21 1.We note the proposed revised disclosure that, "[i]n connection with this offering, [you] may amend the terms of outstanding warrants" originally issued March 21, 2022, to change the exercise price and expiration date to coincide with those of the warrants in this offering, as inducement of the holder(s) of those warrants to participate in this offering. Based on this disclosure and the additional marked changed pages you provided supplementally, it appears you should revise this offering to include the registration of these warrants and identify the existing investor(s) who will receive the repriced warrants in the offering. In addition, tell us why the cost of the warrant repricing should not be included as an offering expense. Refer to Item 511 of Regulation S-K. Finally,
FirstName LastNameJohn L. Lubniewski Comapany NameHTG Molecular Diagnostics, Inc. December 20, 2022 Page 2 FirstName LastName John L. Lubniewski HTG Molecular Diagnostics, Inc. December 20, 2022 Page 2 please provide the proposed changed pages you submitted earlier today with your response, or under separate cover as correspondence in Edgar. We may have additional comments. You may contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551- 6902 with any other 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 20, 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
File No. 333-268681
Supplemental Response dated December 20, 2022
Dear John L. Lubniewski:
We have reviewed your proposed amendments to the registration statement and have the
following comment. In our comment, we may 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our December 16, 2022 letter.
Supplemental Response filed December 20, 2022
Potential Modification of Certain Outstanding Warrants, page 21
1.We note the proposed revised disclosure that, "[i]n connection with this offering, [you]
may amend the terms of outstanding warrants" originally issued March 21, 2022, to
change the exercise price and expiration date to coincide with those of the warrants in this
offering, as inducement of the holder(s) of those warrants to participate in this offering.
Based on this disclosure and the additional marked changed pages you provided
supplementally, it appears you should revise this offering to include the registration of
these warrants and identify the existing investor(s) who will receive the repriced warrants
in the offering. In addition, tell us why the cost of the warrant repricing should not be
included as an offering expense. Refer to Item 511 of Regulation S-K. Finally,
FirstName LastNameJohn L. Lubniewski
Comapany NameHTG Molecular Diagnostics, Inc.
December 20, 2022 Page 2
FirstName LastName
John L. Lubniewski
HTG Molecular Diagnostics, Inc.
December 20, 2022
Page 2
please provide the proposed changed pages you submitted earlier today with your
response, or under separate cover as correspondence in Edgar. We may have additional
comments.
You may contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551-
6902 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Asa Michael Henin